Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2024 | |
Document Information [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | FY |
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 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 38,929 | $ 33,409 | $ 80,091 |
Restricted short-term investments | 4,250 | 4,250 | |
Inventory | 20,807 | 24,976 | 54,060 |
Prepaid expenses | 10,008 | 10,715 | 13,055 |
Other current assets | 42,448 | 45,923 | 39,248 |
Total current assets | 116,442 | 119,273 | 186,454 |
Property and equipment, net | 36,560 | 45,055 | 74,147 |
Content assets, net | 18,651 | 21,359 | 34,888 |
Goodwill and intangible assets, net | 85,166 | 85,166 | 133,370 |
Right-of-use assets, net | 3,876 | 3,063 | 5,030 |
Other assets | 2,327 | 2,923 | 9,506 |
Total assets | 263,022 | 276,839 | 443,395 |
Current liabilities: | |||
Accounts payable | 8,432 | 10,659 | 17,940 |
Accrued expenses | 40,724 | 42,147 | 64,430 |
Deferred revenue | 101,873 | 97,169 | 95,587 |
Current portion of lease liabilities | 1,927 | 1,835 | 2,150 |
Current portion of Term Loan | 5,875 | 8,068 | 1,250 |
Other current liabilities | 3,848 | 5,325 | 3,283 |
Total current liabilities | 162,679 | 165,203 | 184,640 |
Term Loan | 18,680 | 21,491 | 39,735 |
Long-term lease liabilities, net | 2,253 | 1,425 | 3,318 |
Deferred tax liabilities | 0 | 10 | 181 |
Other liabilities | 6,669 | 5,950 | 3,979 |
Total liabilities | 190,281 | 194,079 | 231,853 |
Stockholders' equity: | |||
Preferred stock value | |||
Additional paid-in capital | 658,816 | 654,657 | 630,738 |
Accumulated deficit | (586,092) | (571,876) | (419,235) |
Accumulated other comprehensive income (loss) | 15 | (23) | 37 |
Total stockholders' equity | 72,741 | 82,760 | 211,542 |
Total liabilities and stockholders' equity | 263,022 | 276,839 | 443,395 |
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) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Restricted cash | $ 0.1 | $ 0.1 | $ 0 |
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 | 4,138,474 | 3,978,356 | 3,418,237 |
Common stock, shares outstanding | 4,138,474 | 3,978,356 | 3,418,237 |
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 | 2,729,003 | 2,729,003 | 2,825,006 |
Common stock, shares outstanding | 2,729,003 | 2,729,003 | 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 | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||||
Revenue | $ 120,046 | $ 144,901 | $ 527,109 | $ 692,199 |
Cost of revenue: | ||||
Cost of revenue | 38,764 | 53,561 | 204,022 | 322,626 |
Gross profit | 81,282 | 91,340 | 323,087 | 369,573 |
Operating expenses: | ||||
Selling and marketing | 59,261 | 76,576 | 282,147 | 359,987 |
Enterprise technology and development | 17,717 | 19,096 | 74,407 | 104,363 |
General and administrative | 13,483 | 17,716 | 57,932 | 78,426 |
Restructuring | 1,644 | 5,387 | 6,497 | 10,047 |
Impairment of intangible assets | 3,092 | 19,907 | ||
Impairment of goodwill | 40,000 | 0 | ||
Total operating expenses | 92,105 | 118,775 | 464,075 | 572,730 |
Operating loss | (10,823) | (27,435) | (140,988) | (203,157) |
Other income (expense) | ||||
Loss on partial debt extinguishment | (1,209) | (3,168) | 0 | |
Change in fair value of warrant liabilities | (724) | 57 | 2,679 | 8,322 |
Impairment of other investment | (4,000) | 0 | ||
Interest expense | (1,875) | (2,331) | (8,874) | (3,368) |
Other income, net | 477 | 569 | 1,747 | 958 |
Loss before income taxes | (14,154) | (29,140) | (152,604) | (197,245) |
Income tax provision | (62) | (48) | (37) | 3,053 |
Net loss | $ (14,216) | $ (29,188) | $ (152,641) | $ (194,192) |
Net loss per common share, basic | $ (2.1) | $ (4.72) | $ (24.47) | $ (31.58) |
Net loss per common share, diluted | $ (2.1) | $ (4.72) | $ (24.47) | $ (31.58) |
Weighted-average common shares outstanding, basic | 6,760,771 | 6,182,811 | 6,238,777 | 6,149,784 |
Weighted-average common share outstanding, diluted | 6,760,771 | 6,182,811 | 6,238,777 | 6,149,784 |
Digital [Member] | ||||
Revenue: | ||||
Revenue | $ 61,506 | $ 64,773 | $ 258,370 | $ 300,673 |
Cost of revenue: | ||||
Cost of revenue | 12,862 | 14,967 | 64,942 | 66,419 |
Nutrition And Other [Member] | ||||
Revenue: | ||||
Revenue | 55,512 | 74,120 | 249,510 | 353,331 |
Cost of revenue: | ||||
Cost of revenue | 22,284 | 31,039 | 109,170 | 164,753 |
Connected Fitness [Member] | ||||
Revenue: | ||||
Revenue | 3,028 | 6,008 | 19,229 | 38,195 |
Cost of revenue: | ||||
Cost of revenue | $ 3,618 | $ 7,555 | $ 29,910 | $ 91,454 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (14,216) | $ (29,188) | $ (152,641) | $ (194,192) |
Other comprehensive income (loss): | ||||
Change in fair value of derivative financial instruments, net of tax | (147) | (360) | 55 | |
Reclassification of gains (losses) on derivative financial instruments included in net loss, net of tax | 80 | (87) | 222 | 108 |
Foreign currency translation adjustment | (42) | 10 | 78 | (105) |
Total other comprehensive income (loss) | 38 | (224) | (60) | 58 |
Total comprehensive loss | $ (14,178) | $ (29,412) | $ (152,701) | $ (194,134) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Common Stock [Member] Common Class A and Class X [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2021 | $ 385,385 | $ 2 | $ 610,447 | $ (225,043) | $ (21) | |
Beginning balance, Shares at Dec. 31, 2021 | 6,192 | |||||
Net loss | (194,192) | (194,192) | ||||
Other comprehensive income (loss) | 58 | 58 | ||||
Equity-based compensation | 17,620 | 17,620 | ||||
Equity-based compensation, Shares | 17 | |||||
Options exercised, net of tax withholdings | 2,854 | 2,854 | ||||
Options exercised, net of tax withholdings, Shares | 37 | |||||
Tax withholdings on vesting of restricted stock | (183) | (183) | ||||
Tax withholdings on vesting of restricted stock, Shares | (3) | |||||
Ending balance at Dec. 31, 2022 | 211,542 | $ 2 | $ 2 | 630,738 | (419,235) | 37 |
Ending balance, Shares at Dec. 31, 2022 | 6,243 | 6,243 | ||||
Net loss | (29,188) | (29,188) | ||||
Other comprehensive income (loss) | (224) | (224) | ||||
Equity-based compensation | 9,555 | 9,555 | ||||
Equity-based compensation, Shares | 195 | |||||
Tax withholdings on vesting of restricted stock | (2,128) | (2,128) | ||||
Tax withholdings on vesting of restricted stock, Shares | (73) | |||||
Ending balance at Mar. 31, 2023 | 189,557 | $ 2 | 638,165 | (448,423) | (187) | |
Ending balance, Shares at Mar. 31, 2023 | 6,365 | |||||
Beginning balance at Dec. 31, 2022 | 211,542 | $ 2 | $ 2 | 630,738 | (419,235) | 37 |
Beginning balance, Shares at Dec. 31, 2022 | 6,243 | 6,243 | ||||
Net loss | (152,641) | (152,641) | ||||
Other comprehensive income (loss) | (60) | (60) | ||||
Equity-based compensation | 23,891 | 23,891 | ||||
Equity-based compensation, Shares | 230 | |||||
Forfeiture of shares per the Forfeiture Agreement , Shares | (160) | |||||
Issuance of shares due to Employee Stock Purchase Plan | 553 | 553 | ||||
Issuance of shares due to Employee Stock Purchase Plan , Shares | 47 | |||||
Issuance of Equity Offering, net of issuance costs | 1,653 | 1,653 | ||||
Issuance of Equity Offering, net of issuance costs, Shares | 421 | |||||
Tax withholdings on vesting of restricted stock | (2,178) | (2,178) | ||||
Tax withholdings on vesting of restricted stock, Shares | (74) | |||||
Ending balance at Dec. 31, 2023 | 82,760 | $ 2 | $ 2 | 654,657 | (571,876) | (23) |
Ending balance, Shares at Dec. 31, 2023 | 6,707 | 6,707 | ||||
Net loss | (14,216) | (14,216) | ||||
Other comprehensive income (loss) | 38 | 38 | ||||
Equity-based compensation | 4,365 | 4,365 | ||||
Equity-based compensation, Shares | 61 | |||||
Tax withholdings on vesting of restricted stock | (206) | (206) | ||||
Tax withholdings on vesting of restricted stock, Shares | (24) | |||||
Pre-funded warrants exercised, in shares | 123 | |||||
Ending balance at Mar. 31, 2024 | $ 72,741 | $ 2 | $ 658,816 | $ (586,092) | $ 15 | |
Ending balance, Shares at Mar. 31, 2024 | 6,867 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (14,216) | $ (29,188) | $ (152,641) | $ (194,192) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Impairment of goodwill | 40,000 | 0 | ||
Impairment of intangible assets | 3,092 | 19,907 | ||
Impairment of other investments | 4,000 | 0 | ||
Depreciation and amortization expense | 5,378 | 10,713 | 39,573 | 74,848 |
Amortization of content assets | 4,540 | 5,561 | 23,755 | 24,276 |
Provision for inventory and inventory purchase commitments | 635 | 2,734 | 10,561 | 39,757 |
Realized (gains) losses on hedging derivative financial instruments | 64 | (87) | 222 | 108 |
Change in fair value of warrant liabilities | 724 | (57) | (2,679) | (8,322) |
Equity-based compensation | 4,365 | 9,555 | 23,891 | 17,620 |
Deferred income taxes | (3) | (53) | (191) | (2,961) |
Amortization of debt issuance costs | 585 | 479 | 1,899 | 733 |
Paid-in-kind interest expense | 214 | 374 | 1,310 | 598 |
Loss on partial debt extinguishment | 1,209 | 3,168 | 0 | |
Change in lease assets | (813) | 1,967 | 0 | |
Gain on sale of property and equipment | (784) | (1,200) | ||
Other non-cash items | 0 | 1,219 | ||
Changes in operating assets and liabilities: | ||||
Inventory | 3,497 | 3,056 | 17,508 | 41,510 |
Content assets | (1,831) | (2,224) | (10,226) | (19,787) |
Other assets | 4,084 | (4,958) | (4,438) | 4,241 |
Prepaid expenses | 707 | 1,652 | 2,340 | 2,806 |
Accounts payable | (2,212) | (1,366) | (7,103) | (26,705) |
Accrued expenses | (1,362) | (8,768) | (20,293) | (8,673) |
Deferred revenue | 4,907 | 4,746 | 2,163 | (9,563) |
Other liabilities | (554) | (38) | (415) | (4,593) |
Net cash provided by (used in) operating activities | 9,134 | (7,869) | (22,537) | (47,173) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (1,699) | (3,417) | (6,576) | (26,493) |
Proceeds from sale of property and equipment | 5,600 | |||
Investment in restricted short-term investments | (4,250) | 0 | ||
Net cash provided by (used in) investing activities | 3,901 | (3,417) | (10,826) | (26,493) |
Cash flows from financing activities: | ||||
Proceeds from exercise of stock options | 0 | 3,162 | ||
Remittance of taxes withheld from employee stock awards | 0 | (308) | ||
Debt Borrowings | 0 | 50,000 | ||
Debt repayments | (7,013) | (313) | (17,000) | (625) |
Proceeds from issuance of common shares in the Employee Stock Purchase Plan | 553 | 0 | ||
Tax withholding payments for vesting of restricted stock | (206) | (2,128) | (2,178) | (183) |
Payment of debt issuance costs | 0 | (4,485) | ||
Proceeds from issuance of Equity Offering, net of issuance costs | 4,908 | 0 | ||
Net cash used in financing activities | (7,219) | (2,441) | (13,717) | 47,561 |
Effect of exchange rates on cash and cash equivalents | (296) | 29 | 398 | (858) |
Net increase (decrease) in cash and cash equivalents | 5,520 | (13,698) | (46,682) | (26,963) |
Cash, cash equivalents and restricted cash, beginning of period | 33,409 | 80,091 | 80,091 | 107,054 |
Cash and cash equivalents, end of period | 38,929 | 66,393 | 33,409 | 80,091 |
Supplemental disclosure of cash flow information: | ||||
Cash paid during the period for interest | 1,111 | 1,464 | 5,389 | 2,082 |
Cash (received) paid during the period for income taxes, net | 29 | (265) | 11 | 389 |
Supplemental disclosure of noncash investing activities: | ||||
Property and equipment acquired but not yet paid for | $ 453 | $ 1,291 | 817 | 2,025 |
Supplemental disclosure of noncash financing activities: | ||||
Warrants issued in relation to Term Loan | 0 | 5,236 | ||
Change in fair value of term loan warrants due to amended exercise price | 802 | 0 | ||
Paid-in-kind fee recorded as incremental debt issuance cost | $ 488 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Business The Beachbody Company, Inc. (“BODi” or the “Company”) is a leading subscription health and fitness 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 BOD and, together with the Company’s live fitness and comprehensive nutrition programs, through subscription to 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. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the unaudited condensed consolidated financial statements in the period that they are determined. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated in consolidation. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K Summary of Changes in Significant Accounting Estimates Reverse Stock Split On November 21, 2023, we effected a 1-for-50 1-for-50 Stockholders’ Equity 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 Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, In December 2023, the FASB issued ASU 2023-09, | Note 1. Description of Business and Summary of Significant Accounting Policies Organization 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”) 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 consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may impact the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in our 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 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 judgments about the carrying amounts of assets and liabilities. Our actual results could differ from our estimates. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the consolidated financial statements in the period that they are determined. Segments The Company has one operating and reporting segment. In reaching this conclusion, management considered the definition of the Chief Operating Decision Maker (“CODM”); how the business is defined by the CODM; the nature of the information provided to the CODM and how that information is used to make operating decisions; and how resources and performance are accessed. The Company’s CODM is the chief executive officer (“CEO”). The results of the operations are provided to and analyzed by the CODM at the Company level and accordingly, key resource decisions and assessment of performance are performed at the Company level based on the Company’s consolidated net revenues and operating income. 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 had one operating and reportable segment and changed its segment reporting accordingly. Summary of Significant Accounting Policies Reverse Stock Split On November 21, 2023, we effected a 1-for-50 1-for-50 Stockholders’ Equity Recurring Fair Value Measurements For assets and liabilities that are measured using quoted prices (unadjusted) 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. Non-Recurring Certain assets are measured at fair value on a non-recurring Cash and Cash Equivalents The Company considers all cash and short-term investments purchased with maturities of three months or less when acquired to be 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 purchase. Cash and cash equivalents are carried at cost, which approximates market value. The Company maintains its cash at financial institutions, and the balances, at times, may exceed Federal Deposit Insurance Corporation insurance 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. We regularly monitor the financial stability of the financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents. Restricted cash primarily consists of cash held related to an irrevocable letter of credit, see Note 11 , Debt Inventory Inventory consists of raw materials, work in process, and finished goods. Inventory is accounted for using the first-in, first-out adjustments to the carrying value of inventory based on assumptions regarding future demand for the Company’s products, anticipated margin, planned product discontinuances, and the physical condition (e.g. age and quality) of the inventory. Accounts Receivable, Net (included in Other Current Assets) The Company’s accounts receivable primarily represents amounts due from third party sales. The allowance for credit losses is based on several factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the specific customer’s ability to pay its obligations and any other forward looking data regarding customers’ ability to pay which may be available. 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 recorded 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 assets acquired is assigned to goodwill. The transaction costs associated with business combinations are expensed as they are incurred. 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 (“RU”) below its carrying value or, for indefinite-lived intangible assets, indicate that it is more likely than not that the asset is impaired. The Company has historically performed its annual goodwill impairment assessment as of October 1. During the fourth quarter of 2023, the Company decided to change the date of its annual impairment assessment from October 1 to December 31. The Company completed the required annual impairment test for goodwill as of October 1, 2023, prior to the change of the annual impairment test for goodwill to December 31. The change was made to more closely align the impairment assessment date with the Company’s annual planning and forecasting process. The change in date of the annual impairment test is not deemed material as the new measurement date of December 31 is in relative close proximity to the previous measurement date and the change did not have any impact on goodwill or the impairment of goodwill. The change has been applied prospectively and would not have had an impact on a retrospective basis. As of December 31, 2023 and 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. As of December 31, 2023 and 2022, 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 In calculating the ROU asset and lease liability, the Company elected the practical expedient to combine lease and non-lease Warrant Liabilities The Company has issued warrants on several occasions including during its initial public offering process, the execution of its Term Loan (defined later) and in the Equity Offering (defined later), which have not met the criteria to be classified in stockholders equity. Public and Private Placement Warrants The Company has outstanding warrants for the purchase of 200,000 shares of the Company’s Class A common stock at an exercise price of $575.00 per share (the “Public Warrants”) and outstanding warrants for the purchase of 106,667 shares of the Company’s Class A common stock at an exercise price of $575.00 per share (the “Private Placement Warrants”). All of the Public and Private Placement Warrants remained outstanding as of December 31, 2023 and 2022. The Public Warrants were publicly traded on the New York Stock Exchange (the “NYSE”) but were delisted by the NYSE on November 24, 2023 due to their abnormally low price levels. 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 are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable Term Loan Warrants In connection with the Term Loan (defined later), 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”). In connection with the Second Amendment (defined later), 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 Term Loan warrants vest on a monthly basis over four years and have a seven-year term. In connection with the Equity Offering (defined later), the Term Loan Warrants conversion ratio was amended resulting in an increase in the number of shares purchased upon the exercise of the Term Loan Warrants to 97,482 shares of the Company’s Class A common stock. Common Stock Warrants In connection with the Equity Offering (defined later), the Company issued warrants (the “Common Stock Warrants”) to certain institutional investors to purchase 543,590 shares of Class A common stock at an exercise price of $11.24 per share. The Common Stock Warrants may be exercised at any time beginning June 13, 2024 and will expire on June 13, 2029. See Note 15, Stockholders’ Equity The Company evaluated the Public, Private Placement, Term Loan and Common Stock Warrants (collectively, the “Warrants”) under ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity Fair Value Measurements The change in the fair values of the Warrants for the years ended December 31, 2023 and 2022, resulted in a $2.7 million and $8.3 million non-cash Other Investment As of December 31, 2023 and 2022, the Company has an investment in equity securities of a privately-held company of $1.0 million and $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, 2023 the Company recorded a $4.0 million impairment on this investment based on an observable price change. As of December 31, 2022, no adjustments to the carrying value of this investment were made. On January 9, 2024 the Company sold this investment for $1.0 million. See Note 23, Subsequent Events Revenue Recognition The Company’s primary sources of revenue are from sales of digital subscriptions, nutritional products, and connected fitness equipment. The Company determines revenue recognition through the five-step model which requires us to: (i) identify our contracts with a customer; (ii) identify our performance obligations in the contract; (iii) determine the transaction price in the contract; (iv) allocate the transaction price to our performance obligation in the contract; and (v) recognize revenue when each performance obligation under the contract is satisfied. 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. Revenue that is deferred is included in deferred revenue (for the remaining deferral period that is less than one year) and in other liabilities (for the remaining deferral period that is more than one year) in the consolidated balance sheets. 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). Shipping and handling charges billed to customers are included in revenue. The Company markets and sells its products primarily in the United States, Canada, the United Kingdom, and France. 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. If actual costs differ from previous estimates, the amount of the liability and corresponding revenue are adjusted in the period in which such costs occur. 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. For customer contracts that include multiple performance obligations, the Company accounts for individual performance obligations if they are distinct. The transaction price is then allocated to each performance obligation based on its stand-alone selling price. The Company generally determines the standalone selling price based on the prices charged to customers. Revenue is presented net of sales taxes and value added taxes (“VAT”) and GST/HST (Goods and Services Tax/Harmonized Sales Tax) which are collected from customers and remitted to applicable government agencies. The Company records fees paid to its third party financing partners as a reduction of revenue. A description of our principal revenue generating activities is as follows: Digital Subscriptions Nutritional Products one-time Connected Fitness in-home in-home In cases where a customer contract contains multiple performance obligations, which the Company refers to as bundled products, we account for each obligation individually if they are distinct. We allocate the transaction price, net of discounts, to each performance obligation based on its standalone selling price. Revenue from such arrangements is recognized when control of the product is transferred to the customer, usually upon delivery. For digital subscription service commitments, revenue is recognized over the subscription period. The Company operates primarily as the principal in 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. The Company in certain instances serves as the agent in relationships with third parties, the activity in these relationships are immaterial. 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 acquired 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 and handling, 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 products under warranty, payment processing and financing fees, customer service expenses, and personnel-related expenses associated with supply chain and logistics. The Company utilizes the practical expedient under ASC 606-10-25-18B cost of revenue in the consolidated statements of operations in the period during which the products ship. The costs associated with shipping connected fitness and nutrition and other products to customers were $22.5 million and $35.4 million for the years ended December 31, 2023 and 2022, respectively. Selling and Marketing Selling and marketing expenses primarily include the costs of Partner compensation, advertising, royalties, promotions and events, and third-party sales commissions as well as the personnel expenses for employees and consultants who support these areas. Selling and marketing expenses also include depreciation of certain software and amortization of contract-based intangible assets. The Company pays Partner and third-party sales commissions when commissionable sales are made. The third-party sales commissions are not material. 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 Partner commissions are included in other current assets and other assets in the consolidated balance sheets and were $37.1 million and $32.8 million as of December 31, 2023 and 2022, respectively. Partners 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 Partner 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, was $31.5 million and $36.9 million for the years ended December 31, 2023 and 2022, respectively. Enterprise Technology and Development Enterprise technology and development expenses primarily include personnel-related expenses for employees and professional fees paid to consultants to 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 $2.7 million and $4.4 million for the years ended December 31, 2023 and 2022 respectively. Equity-Based Compensation The Company measures and recognizes compensation 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 may use 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 (“DTAs”) and liabilities (“DTLs”) for the expected future tax consequences of events to be included in the financial statements. Under this method, DTAs and DTLs 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 DTAs and DTLs is recognized in income in the period that includes the enactment date. In evaluating the Company’s ability to recover DTAs, 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 loss 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. The weighted average number of common shares outstanding for basic and diluted earnings per share includes the weighted average affect of the pre-funded Stockholders’ Equity pre-funded Recently Adopted Accounting Pronouncement 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 Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, In December 2023, the FASB issued ASU 2023-09, |
Revenue
Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | 2. Revenue The Company’s revenue disaggregated by geographic region is as follows (in thousands): Three months ended March 31, 2024 2023 Geographic region: United States $ 106,750 $ 130,877 Rest of world 1 13,296 14,024 Total revenue $ 120,046 $ 144,901 (1) Consists of Canada, United Kingdom, and France. Other than Canada at 10.2% during the three months ended March 31, 2024, no single country accounted for more than 10% of total revenue during the three months ended March 31, 2024 and 2023. The Company determined that, in addition to the preceding table, the disaggregation of revenue by revenue type as presented in the unaudited condensed consolidated statements of operations achieves the disclosure requirement to disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Deferred Revenue Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Deferred revenue consists of subscription fees billed that have not been recognized and physical products sold that have not yet been delivered. The Company expects to recognize approximately 89% of the remaining performance obligations as revenue in the next 12 months, and the remainder thereafter. During the three months ended March 31, 2024, the Company recognized $49.8 million of revenue that was included in the deferred revenue balance as of December 31, 2023. During the three months ended March 31, 2023, the Company recognized $53.1 million of revenue that was included in the deferred revenue balance as of December 31, 2022. | Note 2. Revenue The Company’s revenue disaggregated by geographic region is as follows (in thousands): Year Ended December 31, 2023 2022 Geographic region: United States $ 473,465 $ 620,942 Rest of world 1 53,644 71,257 Total revenue $ 527,109 $ 692,199 1 Consists of Canada, United Kingdom and France. Other than the United Sates, no single country accounted for more than 10% of the Company’s total revenue. The Company determined that, in addition to the preceding table, the disaggregation of revenue by revenue type as presented in the consolidated statements of operations achieves the disclosure requirement to disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Deferred Revenue Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Deferred revenue consists of subscription fees billed that have not been recognized and physical products sold that have not yet been delivered. The Company expects to recognize approximately 95% of the remaining performance obligations as revenue in the next 12 months, and the remainder thereafter. During the year ended December 31, 2023, the Company recognized $95.6 million of revenue that was included in the deferred revenue balance as of December 31, 2022. 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. The balance in deferred revenue as of December 31, 2021 was $107.1 million. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 3. Fair Value Measurements The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Assets Restricted short-term investments $ — $ 4,250 $ — Total assets $ — $ 4,250 $ — Liabilities Public Warrants $ — $ — $ 19 Private Placement Warrants — — 10 Term Loan Warrants — — 493 Common Stock Warrants — — 3,327 Total liabilities $ — $ — $ 3,849 December 31, 2023 Level 1 Level 2 Level 3 Assets Restricted short-term investments $ — $ 4,250 $ — Total assets $ — $ 4,250 $ — Liabilities Public Warrants $ — $ — $ 17 Private Placement Warrants — — 9 Term Loan Warrants — — 392 Common Stock Warrants — — 2,707 Total liabilities $ — $ — $ 3,125 Fair values of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate the recorded value due to the short period of time to maturity. Restricted short-term investments of $4.3 million at March 31, 2024 consist of a one-year Private Placement Warrants The Company determined the fair value of outstanding warrants for the purchase of 106,667 shares of the Company’s Class A common stock at an exercise price of $575.00 per share (the “Private Placement Warrants”) using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A common stock. Volatility was based on the implied volatility derived from the Company’s historical volatility. The expected life was based on the remaining contractual term of the Private Placement Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Private Placement Warrants expected life. The significant unobservable input used in the fair value measurement of the Private Placement Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. The following table presents significant assumptions utilized in the valuation of the Private Placement Warrants on March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Risk-free rate 4.5 % 4.1 % Dividend yield rate — — Volatility 100.0 % 97.6 % Contractual term (in years) 2.23 2.48 Exercise price $ 575.00 $ 575.00 The following table presents changes in the fair value of the Private Placement Warrants for the three months ended March 31, 2024 and 2023 (in thousands): Three months ended March 31, 2024 2023 Balance, beginning of period $ 9 $ 107 Change in fair value 1 (54 ) Balance, end of period $ 10 $ 53 For the three months ended March 31, 2024 and 2023, 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. Public Warrants The Company determined the fair value of the outstanding warrants for the purchase of 200,000 shares of the Company’s Class A common stock at an exercise price of $575.00 per share (the “Public Warrants”), which traded in active markets until November 24, 2023, based on quoted market prices during the period it was traded in active markets. The Company determined the fair value of the Public Warrants after November 24, 2023 using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A common stock. Volatility was based on the implied volatility derived primarily from the Company’s historical volatility. The expected life was based on the remaining contractual term of the Public Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Public Warrants expected life. The significant unobservable input used in the fair value measurement of the Public Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. The following table presents significant assumptions utilized in the valuation of the Public Warrants on March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Risk-free rate 4.5 % 4.1 % Dividend yield rate — — Volatility 100.0 % 97.6 % Contractual term (in years) 2.23 2.48 Exercise price $ 575.00 $ 575.00 The following table presents changes in the fair value of the Public Warrants for the three months ended March 31, 2024 and 2023 (in thousands): Three months ended March 31, 2024 2023 Balance, beginning of period $ 17 $ 415 Change in fair value 2 185 Balance, end of period $ 19 $ 600 For the three months ended March 31, 2024 and 2023, the change in the fair value of the Public Warrants resulted from the change in the price of the Public Warrants as traded on an active market and after November 24, 2023 the change in the fair value of the Public Warrants resulted from the change in price of the Company’s Class A common stock, remaining contractual term, and risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the consolidated balance sheets as other liabilities. Term Loan Warrants The Company determined the fair value of the Term Loan Warrants (as defined below) using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A common stock. Volatility was based on the implied volatility derived primarily from the average of the actual market activity of the Company’s peer group and the Company’s historical volatility. The expected life was based on the remaining contractual term of the Term Loan Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Term Loan Warrants expected life. The significant unobservable input used in the fair value measurement of the Term Loan Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 9, Debt , Subsequent Events The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Risk-free rate 4.2 % 3.8 % Dividend yield rate — — Volatility 77.4 % 74.5 % Contractual term (in years) 5.35 5.60 Exercise price $ 20.50 $ 20.50 The following table presents changes in the fair value of the Term Loan Warrants for the three months ended March 31, 2024 and 2023 (in thousands): Three months ended March 31, 2024 2023 Balance, beginning of period $ 392 $ 1,226 Change in fair value 101 (188 ) Balance, end of period $ 493 $ 1,038 For the three months ended March 31, 2024 and 2023, the change in the balance of the Term Loan Warrants was due to the change in the fair value of the Term Loan Warrants resulting from the change in price of the Company’s Class A common stock, the remaining contractual term and the risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the unaudited condensed consolidated balance sheets as other liabilities. Common Stock Warrants The Company determined the fair value of the Common Stock Warrants (as defined below), which were issued on December 13, 2023, using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A common stock. Volatility was based on the implied volatility derived from the average of the actual market activity of the Company’s peer group and the Company’s historical volatility. The expected life was based on the remaining contractual term of the Common Stock Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Common Stock Warrants expected life. The significant unobservable input used in the fair value measurement of the Common Stock Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. The following table presents significant assumptions utilized in the valuation of the Common Stock Warrants on March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Risk-free rate 4.2 % 3.8 % Dividend yield rate — — Volatility 78.1 % 75.2 % Contractual term (in years) 5.20 5.44 Exercise price $ 11.24 $ 11.24 The following table presents changes in the fair value of the Common Stock Warrants for the three months ended March 31, 2024 (in thousands): Three months ended March 31, 2024 Balance, beginning of year $ 2,707 Change in fair value 620 Balance, end of year $ 3,327 For the three months ended March 31, 2024, the change in the fair value of the Common Stock Warrants resulted from the change in price of the Company’s Class A common stock, remaining contractual term, and risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the consolidated balance sheets as other liabilities. | Note 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): December 31, 2023 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ — $ — Restricted short-term investments — 4,250 — Total assets $ — $ 4,250 $ — Liabilities Public Warrants $ — $ — $ 17 Private Placement Warrants — — 9 Term Loan Warrants — — 392 Common Stock Warrants — — 2,707 Total liabilities $ — $ — $ 3,125 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 their recorded values due to the short period of time to maturity. Restricted short-term investments of $4.3 million at December 31, 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 from the Company’s historical volatility. The expected life was based on the remaining contractual term of the Private Placement Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Private Placement Warrants expected life. The significant unobservable input used in the fair value measurement of the Private Placement Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. The following table presents significant assumptions utilized in the valuation of the Private Placement Warrants on December 31, 2023 and 2022: As of December 31, 2023 2022 Risk-free rate 4.1 % 4.2 % Dividend yield rate — — Volatility 97.6 % 75.0 % Contractual term (in years) 2.48 3.49 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, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Balance, beginning of period $ 107 $ 2,133 Change in fair value (98 ) (2,026 ) Balance, end of period $ 9 $ 107 For the years ended December 31, 2023 and 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. Public Warrants The Company determined the fair value of the Public Warrants, which traded in active markets until November 24, 2023, based on quoted market prices during the period it was traded in active markets. The Company determined the fair value of the Public Warrants after November 24, 2023 using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A common stock. Volatility was based on the implied volatility derived primarily from the Company’s historical volatility. The expected life was based on the remaining contractual term of the Public Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Public Warrants expected life. The significant unobservable input used in the fair value measurement of the Public Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. The following table presents significant assumptions utilized in the valuation of the Public Warrants on December 31, 2023: As of December 31, 2023 Risk-free rate 4.1 % Dividend yield rate — Volatility 97.6 % Contractual term (in years) 2.48 Exercise price $ 575.00 The following table presents changes in the fair value of the Public Warrants for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Balance, beginning of period $ 415 $ 2,701 Change in fair value (398 ) (2,286 ) Balance, end of period $ 17 $ 415 For the years ended December 31, 2023 and 2022, the change in the fair value of the Public Warrants resulted from the change in price of the Public Warrants as traded on an active market and after November 24, 2023 the change in the fair value of the Public Warrants resulted from the change in price of the Company’s Class A common stock, remaining contractual term, and risk-free rate. The changes in fair value are included in the consolidated statements of operations as a component of change in fair value of warrant liabilities and in the consolidated balance sheets as other liabilities. Common Stock Warrants The Company determined the fair value of the Common Stock Warrants, which were issued on December 13, 2023, using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A common stock. Volatility was based on the implied volatility derived from the average of the actual market activity of the Company’s peer group and the Company’s historical volatility. The expected life was based on the remaining contractual term of the Common Stock Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Common Stock Warrants expected life. The significant unobservable input used in the fair value measurement of the Common Stock Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. The following table presents significant assumptions utilized in the valuation of the Common Stock Warrants on December 31, 2023: As of December 31, 2023 Risk-free rate 3.8 % Dividend yield rate — Volatility 75.2 % Contractual term (in years) 5.44 Exercise price $ 11.24 The following table presents changes in the fair value of the Common Stock Warrants for the year ended December 31, 2023 (in thousands): Year ended December 31, 2023 Balance, beginning of year $ — Issued in connection with Equity Offering 3,255 Change in fair value (548 ) Balance, end of year $ 2,707 For the year ended December 31, 2023, the change in the fair value of the Common Stock Warrants for the period from December 13, 2023 (the date they were issued) to December 31, 2023 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 from the average of the actual market activity of the Company’s peer group and the Company’s historical volatility. The expected life was based on the remaining contractual term of the Term Loan Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Term Loan Warrants expected life. The significant unobservable input used in the fair value measurement of the Term Loan Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 11, Debt The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at December 31, 2023 and 2022: As of December 31, 2023 2022 Risk-free rate 3.8 % 4.0 % Dividend yield rate — — Volatility 74.5 % 75.0 % Contractual term (in years) 5.60 6.61 Exercise price $ 20.50 $ 92.50 The following table presents changes in the fair value of the Term Loan Warrants for the year ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Balance, beginning of year $ 1,226 $ — Issued in connection with Term Loan — 5,236 Amended in connection with Second Amendment 802 — Change in fair value (1,636 ) (4,010 ) Balance, end of year $ 392 $ 1,226 For the year ended December 31, 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. For the years ended December 31, 2023 and 2022 the changes in fair value of the Term Loan Warrants was due to 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 consolidated statements of operations as a component of change in fair value of warrant liabilities and in the consolidated balance sheets as other liabilities. Fair Value on a Non-recurring Certain assets have been measured at fair value on a non-recurring non-recurring December 31, 2023 Fair Value Total Losses Goodwill $ 85,166 $ (40,000 ) Other investments 1,000 (4,000 ) Intangible assets — (3,092 ) Total $ 86,166 $ (47,092 ) |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Inventory | 4. Inventory Inventory consists of the following (in thousands): March 31, 2024 December 31, 2023 Raw materials and work in process $ 9,763 $ 10,354 Finished goods 11,044 14,622 Total inventory $ 20,807 $ 24,976 Adjustments to the carrying value of excess inventory and inventory on hand to net realizable value were $0.6 million and $2.7 million during the three months ended March 31, 2024 and 2023, respectively. These adjustments are included in the unaudited condensed consolidated statements of operations as a component of nutrition and other cost of revenue and connected fitness cost of revenue. The Company recorded $(0.3) million and $1.3 million in nutrition and other cost of revenue during the three months ended March 31, 2024 and 2023, respectively, and $0.9 million and $1.4 million in connected fitness cost of revenue for the three months ended March 31, 2024 and 2023, respectively. | Note 4. Inventory Inventory consists of the following (in thousands): December 31, 2023 2022 Raw materials and work in process $ 10,354 $ 13,380 Finished goods 14,622 40,680 Total inventory $ 24,976 $ 54,060 Adjustments to the carrying value of excess inventory and inventory on hand and inventory purchase commitments to net realizable value were $10.6 million and $39.8 million during the years ended December 31, 2023 and 2022, 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. The Company recorded $3.4 million and $11.6 million of these adjustments in nutrition and other cost of revenue for the years ended December 31, 2023 and, 2022, respectively. The Company also recorded $7.2 million and $28.1 million of these adjustments in connected fitness cost of revenue for the years ended December 31, 2023 and 2022, respectively. |
Other Current Assets
Other Current Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Other Current Assets [Abstract] | ||
Other Current Assets | 5. Other Current Assets Other current assets consist of the following (in thousands): March 31, 2024 December 31, 2023 Deferred Partner costs $ 36,734 $ 36,169 Deposits 2,107 6,788 Accounts receivable, net 1,613 1,270 Other 1,994 1,696 Total other current assets $ 42,448 $ 45,923 | Note 5. Other Current Assets Other current assets consist of the following (in thousands): December 31, 2023 2022 Deferred Partner costs $ 36,169 $ 31,270 Deposits 6,788 4,527 Accounts receivable, net 1,270 866 Other 1,696 2,585 Total other current assets $ 45,923 $ 39,248 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): March 31, 2024 December 31, 2023 Computer software and web development $ 229,436 $ 229,527 Computer equipment 23,945 23,738 Buildings — 5,158 Leasehold improvements 4,600 4,600 Furniture, fixtures and equipment 1,166 1,166 Computer software and web development projects in-process 3,739 2,157 Property and equipment, gross 262,886 266,346 Less: Accumulated depreciation (226,326 ) (221,291 ) Total property and equipment, net $ 36,560 $ 45,055 On February 29, 2024, the Company sold its Van Nuys production facility which had a net carrying value of $4.8 million for $6.2 million. The Company recognized a gain on the sale of the facility of $0.8 million, which is recorded as a reduction in general and administrative expenses. Simultaneous with the sale, the Company entered into a five year lease of the facility at an annual base rate of $0.3 million per year which increases by 3% annually. The Company recorded at the inception of the lease a right-of-use 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 March 31, 2024 2023 Cost of revenue $ 2,058 $ 4,932 Enterprise technology and development 3,320 4,503 General and administrative — 1 Total depreciation $ 5,378 $ 9,436 | Note 6. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2023 2022 Computer software and web development $ 229,527 $ 236,533 Computer equipment 23,738 24,240 Buildings 5,158 5,158 Leasehold improvements 4,600 4,600 Furniture, fixtures and equipment 1,166 1,222 Computer software and web development projects in-process 2,157 5,147 Property and equipment, gross 266,346 276,900 Less: Accumulated depreciation (221,291 ) (202,753 ) Property and equipment, net $ 45,055 $ 74,147 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 in the consolidated statements of operations. There were no similar dispositions in the year ended December 31, 2023. On February 29, 2024, the Company sold its Van Nuys production facility which had a net carrying value of $4.8 at December 31, 2023, million for $6.2 million. Simultaneous with the sale, the Company entered into a five year lease of the facility at an annual base rate of $0.3 million per year. See Note 23, Subsequent Events 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, 2023 2022 Cost of revenue $ 17,994 $ 27,137 Selling and marketing — 381 Enterprise technology and development 16,463 28,833 General and administrative 3 242 Total depreciation $ 34,460 $ 56,593 |
Content Assets, Net
Content Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Content Assets [Abstract] | |
Content Assets | Note 7. Content Assets, Net Content assets, net consists of the following (in thousands): December 31, 2023 2022 Released, less amortization $ 21,134 $ 34,713 In production 225 175 Content assets, net $ 21,359 $ 34,888 The Company expects $14.4 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 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 8. Goodwill Changes in goodwill for the years ended December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 2022 Goodwill, beginning of year $ 125,166 $ 125,166 Impairment of goodwill (40,000 ) — Goodwill, end of year $ 85,166 $ 125,166 2023 Interim Goodwill Impairment Test 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. 2023 Goodwill Impairment Test The Company completed the required annual impairment test for goodwill as of October 1, 2023, prior to the change of the annual impairment test for goodwill to December 31. The Company performed a qualitative assessment which leveraged information from the June 30, 2023 quantitative assessment, in which it estimated the fair value of its RU and determined that the fair value of its RU was greater than its carrying value, resulting in no impairment. 2023 Annual Goodwill Impairment Test The Company assessed its long-lived assets for impairment prior to its goodwill impairment test. See Note 9, Intangible Assets, Net In testing for goodwill impairment as of December 31, 2023, 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 estimated fair value. The determination of the fair value of the Company’s RU 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 the RU. The Company applied a 50% weighting to the income approach that utilized discounted cash flows with the other two valuation methodologies having a weighting of 25% each, in determining the fair value of the RU. The significant assumptions under each of these approaches include, among others; revenue projections, which are dependent on future customer subscriptions, new product introductions, customer behavior and competitor pricing, long-term growth rates, discount rates used in a discounted cash flow model in the income approach, the control premium 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 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 RU. The results of the Company’s annual test for impairment at December 31, 2023 concluded that the fair value of the Company’s RU was less than its carrying value. As a result, the Company recorded an impairment charge of $40.0 million related to its goodwill, which reduced the goodwill to $85.2 million at December 31, 2023. The Company’s accumulated goodwill impairment as of December 31, 2023 was $92.6 million. The impairment at December 31, 2023 was primarily due to the sustained decline in the Company’s stock price, which decreased approximately 45% from September 30, 2023 to December 31, 2023, and a decline in revenue of 24% for the year ended December 31, 2023 as compared to the prior year. Management will continue to monitor the Company’s RU for changes in the business environment that could impact its fair value. Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in the Company’s goodwill impairment tests, and ultimately impact the estimated fair value of its RU may include the demand for at-home revenue have a significant impact on the RU’s fair value. For the year ended December 31, 2023 the Company’s revenue decreased by 24% from the prior year. Continual decreases in revenue could have an impact on the future fair value of the Company’s RU. The fair value of the Company’s RU has been impacted by and will continue to be impacted by the volatility in the market price of the Company’s common stock. The Company’s stock price declined by 68% in the year ended December 31, 2023. Continued decreases in the Company’s stock price may result in a decrease in the fair value of the Company’s RU and potential for incremental goodwill impairment. Changes in any of the assumptions used in the valuation of the RU, or changes in the business environment could materially impact the expected cash flows, and such impacts could potentially result in a material non-cash 2022 Annual Goodwill Impairment Test 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 RU and determined that the fair value of its RU was greater than its carrying value, resulting in no impairment. 2022 Interim Goodwill Impairment Test 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 the RU to its estimated fair value. The results of the Company’s interim test for impairment at June 30, 2022 concluded that the fair value of its Beachbody RU exceeded its carrying value, resulting in no impairment. As a result of the change in segment reporting discussed above, the Company completed a qualitative test for impairment of its goodwill by RU 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 RU is less than its carrying amount. In performing its qualitative assessment, the Company considered the significant margin by which the fair value of its RU 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 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 RU to estimated fair value. The fair value of the RU exceeded its carrying value, resulting in no impairment. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 9. Intangible Assets, Net Intangible assets as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 December 31, 2022 Intangible Accumulated Intangibles Intangible Accumulated Intangibles Contract-based $ 300 $ (300 ) $ — $ 300 $ (300 ) $ — Customer-related 21,100 (21,100 ) — 21,100 (14,800 ) 6,300 Technology-based 20,200 (20,200 ) — 20,200 (19,400 ) 800 Talent and representation contracts 10,300 (10,300 ) — 10,300 (10,300 ) — Formulae 1,950 (1,950 ) — 1,950 (1,146 ) 804 Trade name 51,200 (51,200 ) — 51,200 (50,900 ) 300 $ 105,050 $ (105,050 ) $ — $ 105,050 $ (96,845 ) $ 8,204 Due to the reduced revenue and operating income forecasts, the Company tested its asset group for recoverability as of December 31, 2023. The Company assessed its long-lived assets for impairment prior to the goodwill impairment test. In assessing its long-lived assets, the Company tested the related asset group for recoverability by comparing the carrying value of the asset group to its forecasted undiscounted cash flows. Because the carrying value of the asset group exceeded its future undiscounted cash flows, the Company determined that it may not be 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 formulae intangible assets were estimated and calculated to be lower than the carrying value. As a result, the Company recorded an aggregate impairment charge of $3.1 million related to its intangible assets, which reduced its intangible asset balance to zero at December 31, 2023. The Company had performed a test for recoverability at June 30, 2023 and concluded that the carrying value of its long-lived assets was recoverable. Due to the 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 should be recognized. The fair value 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 carrying value. As a result the Company recorded a $18.9 million non-cash 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 $0.3 million and $7.5 million of amortization expense for this trade name as a component of selling and marketing expenses for the years ended December 31, 2023 and 2022, respectively. 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 Amortization expense for intangible assets was $5.1 million and $18.3 million for the years ended December 31, 2023 and 2022, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | 7. Accrued Expenses Accrued expenses consist of the followings (in thousands): March 31, 2024 December 31, 2023 Employee compensation and benefits $ 10,351 $ 4,334 Partner costs 9,345 13,971 Inventory, shipping and fulfillment 5,663 6,869 Sales and other taxes 3,697 3,963 Advertising 2,645 872 Information technology 2,609 3,176 Customer service expenses 369 437 Other accrued expenses 6,045 8,525 Total accrued expenses $ 40,724 $ 42,147 Advertising costs, which are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs, were $9.1 million and $9.0 million for the three months ended March 31, 2024 and 2023, respectively. On September 29, 2023, the Company entered into a financing agreement with IPFS Corporation of California (“IPFS”) to finance certain of its annual insurance premiums. The Company financed $2.5 million, which will be paid over a ten month period with the first payment due on November 1, 2023. The financing has an interest rate of 8.83% and IPFS has a security interest in the underlying policies that have been financed. The $1.0 million and $1.8 million outstanding as of March 31, 2024 and December 31, 2023, respectively, is recorded in other current liabilities in the condensed consolidated balance sheet and the interest expense is recorded in interest expense in the condensed consolidated statement of operations. On October 6, 2023, the Company entered into a financing agreement with First Insurance Funding (“FIF”) to finance certain of its annual insurance premiums. The Company financed $2.0 million, which will be paid over a nine month period with the first payment due on November 1, 2023. The financing has an interest rate of 8.75% and FIF has a security interest in the underlying policies that have been financed. The $0.7 million and $1.4 million outstanding as of March 31, 2024 and December 31, 2023, respectively, is recorded in other current liabilities in the condensed consolidated balance sheet and the interest expense is recorded in interest expense in the condensed consolidated statement of operations. | Note 10. Accrued Expenses Accrued expenses consist of the followings (in thousands): December 31, 2023 2022 Partner costs $ 13,971 $ 14,535 Inventory, shipping and fulfillment 6,869 11,687 Employee compensation and benefits 4,334 20,584 Sales and other taxes 3,963 4,818 Information technology 3,176 2,207 Advertising 872 1,176 Customer service expenses 437 956 Other accrued expenses 8,525 8,467 Total accrued expenses $ 42,147 $ 64,430 On September 29, 2023, the Company entered into a financing agreement with IPFS Corporation of California (“IPFS”) to finance certain of its annual insurance premiums. The Company financed $2.5 million, which will be paid over a ten month period with the first payment due on November 1, 2023. The financing has an interest rate of 8.83% and IPFS has a security interest in the underlying policies that have been financed. The $1.8 million outstanding as of December 31, 2023 is recorded in other current liabilities in the consolidated balance sheet and the interest expense is recorded in interest expense in the consolidated statement of operations. On October 6, 2023, the Company entered into a financing agreement with First Insurance Funding (“FIF”) to finance certain of its annual insurance premiums. The Company financed $2.0 million, which will be paid over a nine month period with the first payment due on November 1, 2023. The financing has an interest rate of 8.75% and FIF has a security interest in the underlying policies that have been financed. The $1.4 million outstanding as of December 31, 2023 is recorded in other current liabilities in the consolidated balance sheet and the interest expense is recorded in interest expense in the consolidated statement of operations. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 8. Commitments and Contingencies Inventory Purchase and Service Agreements The Company has noncancelable inventory purchase and service agreements with multiple service providers which expire at varying dates through 2028. 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 March 31, 2024 are as follows (in thousands): Nine months ending December 31, 2024 $ 18,489 Year ending December 31, 2025 2,106 Year ending December 31, 2026 324 Year ending December 31, 2027 75 Year ending December 31, 2028 75 $ 21,069 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 three months ended March 31, 2024 the Company paid $1.2 million of royalty payments exclusive of guaranteed payments. Lease Commitments The Company leases facilities under noncancelable operating leases expiring through 2029 and certain equipment under a finance lease expiring in 2024. These lease obligations will require payments of approximately $1.8 million during the nine months ending December 31, 2024, $1.0 million for the year ending December 31, 2025 and $2.0 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. On May 22, 2023, Jessica Lyons, an individual, and a group of other plaintiffs filed a class action complaint with the Los Angeles County Superior Court alleging that the Company misclassified its Partners as contractors rather than as employees and committed other violations of the California Labor Code. The Company understands that the plaintiffs in this matter intend on filing additional claims under the Private Attorney General Act of 2004. The Company and certain executive officers are listed as defendants in the complaint. The plaintiffs are seeking monetary damages. This matter is pending as of the date of this quarterly report. On September 6, 2023 Dish Technologies LLC and SLING TV LLC (the “DISH Entities”) filed a complaint with the United States District Court for the District of Delaware alleging that the Company infringed on the DISH Entities’ patents and used technology belonging to the DISH Entities without their permission. The plaintiffs are seeking monetary damages and injunctive relief. In an effort to avoid any further unnecessary litigation costs, the parties entered into a Confidential Standstill and Tolling Agreement as of April 16, 2024 which included a dismissal of the case by the DISH Entities without prejudice and an agreement by the DISH Entities not to institute any litigation proceedings against the Company under the patents any earlier than December 31, 2026 in exchange for a one-time The Company disputes the allegations in the above referenced active matters and intends to defend the matters vigorously. Some of our legal proceedings, such as the above referenced complaints, may be based on complex claims involving substantial uncertainties and unascertainable damages. Accordingly, it is not possible to determine the probability of loss or estimate damages for any of the above matters, and therefore the Company has not established reserves for any of these proceedings. When the Company determines that a loss is both probable and reasonably estimable, the Company records a liability, and, if the liability is material, discloses the amount of the liability reserved. Given that such proceedings are subject to uncertainty, there can be no assurance that such legal proceedings, either individually or in the aggregate, will not have a material adverse effect on our business, results of operations, financial condition or cash flows. | Note 13. 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 year ended December 31, 2023 there were no losses on inventory purchase commitments. During the year ended December 31, 2022, the Company recorded $2.7 million for losses on inventory purchase commitments related to connected fitness hardware. These losses were 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, 2023 are as follows (in thousands): Year ended December 31, 2024 $ 17,452 Year ended December 31, 2025 1,475 Year ended December 31, 2026 100 Year ended December 31, 2027 75 Year ended December 31, 2028 75 $ 19,177 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 year ended December 31, 2023 the Company paid $4.6 million of royalty payments exclusive of guaranteed payments. 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. On May 22, 2023, Jessica Lyons, an individual, and a group of other plaintiffs filed a class action complaint with the Los Angeles County Superior Court alleging that the Company misclassified its Partners as contractors rather than as employees and committed other violations of the California Labor Code. The Company understands that the plaintiffs in this matter intend on filing additional claims under the Private Attorney General Act of 2004. The Company and certain executive officers are listed as defendants in the complaint. The plaintiffs are seeking monetary damages. This matter is pending as of the date of this annual report. On September 6, 2023 Dish Technologies LLC and SLING TV LLC (the “DISH Entities”) filed a complaint with the United States District Court for the District of Delaware alleging that the Company infringed on the DISH Entities’ patents and used technology belonging to the DISH Entities without their permission. The plaintiffs are seeking monetary damages and injunctive relief. This matter is pending as of the date of this annual report. The Company disputes the allegations in the above referenced active matters and intends to defend the matters vigorously. Some of our legal proceedings, such as the above referenced complaints, may be based on complex claims involving substantial uncertainties and unascertainable damages. Accordingly, it is not possible to determine the probability of loss or estimate damages for any of the above matters, and therefore the Company has not established reserves for any of these proceedings. When the Company determines that a loss is both probable and reasonably estimable, the Company records a liability, and, if the liability is material, discloses the |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Debt | 9. Debt On August 8, 2022 (the “Effective Date”), the Company, Beachbody, LLC as borrower (a wholly owned subsidiary of the Company), and certain other subsidiaries of the Company as guarantors (the “Guarantors”), the lenders (the “Lenders”), and Blue Torch Finance, LLC, (“Blue Torch”) as administrative agent and collateral agent for such lenders (the “Term Loan Agent”) entered into a financing agreement which was subsequently amended (collectively with any amendments thereto, the “Financing Agreement”). The Financing Agreement provides for senior secured term loans on the Effective Date in an aggregate principal amount of $50.0 million (the “Term Loan”) which was drawn on the Effective Date. In addition, the Financing Agreement permits the Company to borrow up to an additional $25.0 million, subject to the terms and conditions set forth in the Financing Agreement. Borrowings under the Term Loan are unconditionally guaranteed by the Guarantors, and all present and future material U.S. and Canadian subsidiaries of the Company. Such security interest consists of a first-priority perfected lien on substantially all property and assets of the Company and subsidiaries, including stock pledges on the capital stock of the Company’s material and direct subsidiaries, subject to customary carveouts. In connection with the Financing Agreement, the Company incurred $4.2 million of third-party debt issuance costs which are recorded in the unaudited condensed consolidated balance sheets as a reduction of long-term debt as of March 31, 2024 and December 31, 2023 and are being amortized over the term of the Term Loan using the effective-interest method. The Term Loan borrowings may take the form of base rate (“Reference Rate”) loans or Secured Overnight Financing Rate (“SOFR Rate”) loans. Reference Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 6.15% per annum, plus the greater of (a) 2.00% per annum, (b) the Federal Funds Rate plus 0.50% per annum, (c) the SOFR Rate (based upon an interest period of 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 an effective interest rate of 21.83% and a cash interest rate of 12.65% for the three months ended March 31, 2024. The Company recorded $1.8 million of interest expense related to the Term Loan during the three months ended March 31, 2024. On July 24, 2023 (the “Second Amendment Effective Date”), the Company and Blue Torch entered into Amendment No. 2 to the Financing Agreement (the “Second Amendment”), which amended the Company’s existing Financing Agreement. The Second Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to, (1) amended the minimum revenue financial covenant to test revenue levels for each fiscal quarter on a standalone basis, and to adjust the minimum revenue levels to (a) $100.0 million, commencing with the fiscal quarter ended June 30, 2023, for each fiscal quarter ending on or prior to March 31, 2024 and (b) $120.0 million for each fiscal quarter thereafter and or prior to December 31, 2025; (2) amended the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $20.0 million at all times from the Second Amendment Effective Date through March 31, 2024 and (b) $25.0 million at all times thereafter through the maturity of the Term Loan; (3) modified the maturity date of the Term Loan from August 8, 2026 to February 8, 2026; and (4) amended certain financial definitions, reporting covenants and other covenants thereunder. In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $15.0 million along with the related prepayment premium of 5% ($0.8 million) and accrued interest ($0.1 million). The Company also incurred a 1% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $0.5 million) which is recorded as incremental third party debt issuance costs and is being amortized over the amended term of the Term Loan using the effective-interest method. The partial prepayment of $15.0 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Second Amendment Effective Date ($2.4 million) which in addition to the prepayment premium ($0.8 million) was recorded as a loss on partial debt extinguishment of $3.2 million in the three months ended September 30, 2023. On January 9, 2024 (the “Third Amendment Effective Date”), the Company and Blue Torch entered into Consent No. 1 and Amendment No. 3 to the Financing Agreement (the “Third Amendment”), which amended the Company’s existing Financing Agreement. The Third Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to, amended the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $19.0 million at all times from the Third Amendment Effective Date through March 31, 2024 and (b) $24.0 million at all times thereafter through the maturity of the Term Loan. In connection with the Third Amendment, on the Third Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $1.0 million along with the related prepayment premium of 3% and accrued interest. The partial prepayment of $1.0 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Third Amendment Effective Date ($0.2 million) which in addition to the prepayment premium was recorded as a loss on partial debt extinguishment of $0.2 million in the three months ended March 31, 2024. On February 29, 2024 (the “Fourth Amendment Effective Date”), the Company and Blue Torch entered into Consent No. 2 and Amendment No. 4 to the Financing Agreement (the “Fourth Amendment”), which amended the Company’s existing Financing Agreement. The Fourth Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to amended the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $17.0 million at all times from the Fourth Amendment Effective Date through March 31, 2024 and (b) $22.0 million at all times thereafter through the maturity of the Term Loan. The Company was in compliance with these covenants as of March 31, 2024. In connection with the Fourth Amendment, on the Fourth Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $5.5 million along with the related prepayment premium of 3% ($0.2 million) and accrued interest. The partial prepayment of $5.5 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Fourth Amendment Effective Date ($0.8 million) which in addition to the prepayment premium ($0.2 million) was recorded as a loss on partial debt extinguishment of $1.0 million in the three months ended March 31, 2024. As of March 31, 2024, the principal balance outstanding (including capitalized paid in kind interest) under the Term Loan was $28.9 million. On April 5, 2024 (the “Fifth Amendment Effective Date”) the Company and Blue Torch entered into Amendment No. 5 to the Financing Agreement (the “Fifth Amendment”) which amended the Company’s existing Financing Agreement. See Note 15 , Subsequent Events 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, payment of dividends, 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 , Subsequent Events Second Amendment, the Company also amended and restated the Term Loan Warrants (the “Warrant First Amendment”). The Warrant First Amendment amended the exercise price of the Term Loan Warrants from $92.50 per share to $20.50 per share. The amended exercise price increased the fair value of the Term Loan Warrants as of the Second Amendment Effective Date by $0.8 million and was recorded as of the Second Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount is being amortized over the amended term of the Term Loan using the effective-interest method. In connection with the Equity Offering (as defined below), the Term Loan Warrants conversion ratio was amended resulting in an increase in the number of shares purchased upon the exercise of the Term Loan Warrants to 97,482 shares of the Company’s Class A common stock. The aggregate amounts of payments due for the periods succeeding March 31, 2024 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands): Nine months ending December 31, 2024 $ 5,250 Year ending December 31, 2025 2,500 Year ending December 31, 2026 20,528 Total debt 28,278 Less current portion (5,875 ) Less unamortized debt discount and debt issuance costs (4,361 ) Add capitalized paid-in-kind 638 Total long-term debt $ 18,680 The payments in the nine months ending December 31, 2024 include a prepayment of $4.0 million which was paid on April 5, 2024 as part of the Fifth Amendment, see Note 15 , Subsequent Events Principal payments on the Term Loan are $1.3 million per year from the Effective Date to September 30, 2024, payable on a quarterly basis, and thereafter, are $2.5 million per year, payable on a quarterly basis, with the remaining principal amount due on the maturity date of February 8, 2026 At March 31, 2024 and December 31, 2023, the Company had one irrevocable standby letter of credit outstanding, totaling $0.1 million which is collateralized by $0.1 million of cash. This letter of credit expires on December 6, 2024 and is automatically extended for one-year non-renewal | Note 11. 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 $4.5 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, 2023 and 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 one month) plus 1.00% per annum, and (d) the rate last quoted by The Wall Street Journal. SOFR Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 7.15% and the SOFR Rate (based upon an interest period of three months). The SOFR Rate is subject to a floor of 1.00%. In addition, the Term Loan borrowings bear additional interest at 3.00% per annum, paid in kind by capitalizing such interest and adding such capitalized interest to the outstanding principal amount of the Term Loan on each anniversary of the Effective Date. The Term Loan was a SOFR Rate loan, with a cash effective interest rate of 12.29% for the year ended December 31, 2023. The Company recorded $8.8 million and $3.4 million of interest related to the Term Loan during the years ended December 31, 2023 and 2022. 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 December 31, 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 year ended December 31, 2023. As of December 31, 2023, the principal balance outstanding (including capitalized paid in kind interest) under the Term Loan was $35.5 million. On January 9, 2024 (the “Consent Effective Date”), the Company and Blue Torch entered into Consent No. 1 and Amendment No. 3 to the Financing Agreement (the “Third Amendment”), which among other things, amended the minimum liquidity financial covenant. On February 29, 2024, the Company and Blue Torch entered into Consent No. 2 and Amendment No. 4 to the Financing Agreement (the “Fourth Amendment”), which among other things, amended the minimum liquidity financial covenant. See Note 23, Subsequent Events 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, payment of dividends, 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 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 The aggregate amounts of payments due for the periods succeeding December 31, 2023 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, 2024 $ 8,068 Year ending December 31, 2025 2,500 Year ending December 31, 2026 24,527 Total debt 35,095 Less current portion (8,068 ) Less unamortized debt discount and debt issuance costs (5,960 ) Add capitalized paid-in-kind 424 Total long-term debt $ 21,491 The payments in the year ending December 31, 2024 include a partial prepayment of $1.0 million which was paid on January 9, 2024 as part of the Third Amendment and a partial prepayment of $5.5 million which was paid on February 29, 2024 as part of the Fourth Amendment. See Note 23, Subsequent Events Principal payments on the Term Loan are $1.3 million per year from the Effective Date to September 30, 2024, payable on a quarterly basis, and thereafter, are $2.5 million per year, payable on a quarterly basis with the remaining principal amount due on the maturity date of February 8, 2026. At December 31, 2023 the Company had one irrevocable standby letter of credit outstanding, totaling $0.1 million which is collateralized by $0.1 million of cash. This letter of credit expires on December 6, 2024 and is automatically extended for one-year non-renewal balance sheet. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 12. 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, 2023 and 2022, the Company had operating lease liabilities of $3.3 million and $5.3 million respectively, and ROU finance lease liabilities ROU 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 ROU assets as the Company is not reasonably certain to exercise these options. Variable expenses generally represent the Company’s share of the landlord operating expenses. The following summarizes the Company’s leases (in thousands): Year Ended December 31, 2023 2022 Finance lease costs: Amortization of right-of-use $ 73 $ 192 Interest on lease liabilities 2 8 Operating lease costs 2,097 2,150 Short-term lease costs 18 202 Variable lease costs 301 566 Short-term sublease income (32 ) (127 ) Total lease costs $ 2,459 $ 2,991 Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 2 $ 8 Operating cash flows from operating leases 2,319 2,195 Financing cash flows from finance leases 121 153 Right-of-use — 420 Weighted-average remaining lease term—finance leases 0.3 1.3 Weighted-average remaining lease term—operating leases 2.3 2.9 Weighted-average discount rate—finance leases 4.0 % 4.0 % Weighted-average discount rate—operating leases 4.1 % 4.5 % Maturities of operating and finance lease liabilities, excluding short-term leases, are as follows (in thousands): Operating Finance Total 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 3,610 2 3,612 Less present value discount (352 ) — (352 ) Lease liabilities at December 31, 2023 $ 3,258 $ 2 $ 3,260 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. The value of the associated guarantee liability is insignificant. On February 29, 2024, the Company sold its Van Nuys production facility and entered into a five year lease of the facility at an annual base rate of $0.3 million. See Note 23, Subsequent Events |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | 10. Stockholders’ Equity As of March 31, 2024, 2,000,000,000 shares, $0.0001 par value per share are authorized, of which, 1,600,000,000 shares are designated as Class A common stock, 200,000,000 shares are designated as Class X common stock, 100,000,000 shares are designated as Class C common stock and 100,000,000 shares are designated as preferred stock. Holders of each share of each class of common stock are entitled to dividends when, as, and if declared by the Company’s board of directors (the “Board”), subject to the rights and preferences of any holders of preferred stock outstanding at the time. As of March 31, 2024, the Company had not declared any dividends. The holder of each Class A common stock is entitled to one vote, the holder of each share of Class X common stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C common stock is not entitled to any voting powers. On December 10, 2023, the Company entered into a securities purchase agreement for the issuance and sale of 420,769 shares of Class A common stock at a purchase price of $9.75 per share and pre-funded pre-funded pre-funded pre-funded pre-funded pre-funded pre-funded Reverse Stock Split At the 2023 Annual Shareholder Meeting, which was held on November 20, 2023, our stockholders approved an amendment to our second amended and restated certificate of incorporation to effect a reverse stock split of all of our issued and outstanding common stock by a ratio in the range of 1-for-10 1-for-50 1-for-50 All applicable outstanding equity awards discussed below in Note 11, Equity-Based Compensation, 1-for-50 Accumulated Other Comprehensive Income (Loss) The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended March 31, 2024 and 2023 (in thousands): Unrealized Foreign Total Balances at December 31, 2022 $ 131 $ (94 ) $ 37 Other comprehensive income (loss) before reclassifications (101 ) 10 (91 ) Amounts reclassified from accumulated other comprehensive income (loss) (87 ) — (87 ) Tax effect (46 ) — (46 ) Balances at March 31, 2023 $ (103 ) $ (84 ) $ (187 ) Balances at December 31, 2023 $ (7 ) $ (16 ) $ (23 ) Other comprehensive loss before reclassifications — (42 ) (42 ) Amounts reclassified from accumulated other comprehensive income (loss) 64 — 64 Tax effect 16 — 16 Balances at March 31, 2024 $ 73 $ (58 ) $ 15 | Note 15. Stockholders’ Equity As of December 31, 2023, 2,000,000,000 shares, $0.0001 par value per share are authorized, of which, 1,600,000,000 Common Stock Holders of each share of each class of common stock are entitled to dividends when, as, and if declared by the Company’s board of directors (the “Board”), subject to the rights and preferences of any holders of preferred stock outstanding at the time. As of December 31, 2023, the Company had not declared any dividends. The holder of each Class A common stock is entitled to one vote, the holder of each share of Class X common stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C common stock is not entitled to any voting powers. On June 15, 2023, the Company and Carl Daikeler, the Company’s co-founder On December 10, 2023, the Company entered into a securities purchase agreement for the issuance and sale of 420,769 shares of Class A common stock at a purchase price of $9.75 per share and pre-funded pre-funded pre-funded pre-funded pre-funded pre-funded pre-funded pre-funded The pre-funded pre-funded pre-funded pre-funded pre-funded pre-funded Reverse Stock Split At the 2023 Annual Shareholder Meeting, which was held on November 20, 2023, our stockholders approved an amendment to our second amended and restated certificate of incorporation to effect a reverse stock split of all of our issued and outstanding common stock by a ratio in the range of 1-for-10 1-for-50 1-for-50 exercise price and the number of shares of common stock issuable upon the exercise of outstanding stock options, the number of shares of common stock issuable upon the vesting of restricted stock awards (“RSU’s”), the number of shares of common stock under the Employee Stock Purchase Plan (the “ESPP”), the conversion rate of our outstanding warrants into common stock and the number of shares of common stock eligible for issuance under our 2021 Stock Plan (the “2021 Plan”). No fractional shares were issued in connection with the reverse stock split. Each stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. All applicable outstanding equity awards discussed below in Note 16, Equity-Based Compensation, 1-for-50 Accumulated Other Comprehensive Income (Loss) The following table summarizes changes in accumulated other comprehensive income (loss), by component during the years ended December 31, 2023 and 2022 (in thousands): Unrealized Foreign Total 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 Other comprehensive income (loss) before reclassifications (334 ) 78 (256 ) Amounts reclassified from accumulated other comprehensive income (loss) 222 — 222 Tax effect (26 ) — (26 ) Balances at December 31, 2023 $ (7 ) $ (16 ) $ (23 ) |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Equity-Based Compensation | 11. Equity-Based Compensation Equity Compensation Plans A summary of the option activity under the Company’s equity compensation plans is as follows: Time Vested Options Outstanding Number of Weighted- Average Weighted- Average Aggregate Outstanding at December 31, 2023 839,479 $ 32.53 7.25 $ — Forfeited (23,819 ) 17.35 Expired (3,711 ) 17.35 Outstanding at March 31, 2024 811,949 $ 33.04 7.04 $ — Exercisable at March 31, 2024 333,391 $ 37.03 5.12 $ — Performance Vested Options Outstanding Number of Weighted- Average Weighted- Average Aggregate Outstanding at December 31, 2023 318,440 $ 22.02 9.45 $ — Outstanding at March 31, 2024 318,440 $ 22.02 9.20 $ — Exercisable at March 31, 2024 — $ — — $ — A summary of restricted stock unit (“RSU”) activity is as follows: RSUs Outstanding Number of RSUs Weighted-Average Fair Value Outstanding at December 31, 2023 301,881 $ 31.97 Granted 132,635 8.57 Vested (61,400 ) 28.84 Forfeited (11,517 ) 23.93 Outstanding at March 31, 2024 361,599 $ 24.03 The fair value of RSUs vested during the three months ended March 31, 2024 and 2023 was $1.8 million and $5.9 million, respectively. On January 1, 2024, the number of shares available for issuance under the 2021 Incentive Award Plan (the “2021 Plan”) increased by 335,295 pursuant to the terms of the 2021 Plan. As of March 31, 2024, 508,629 shares of Class A common stock were available for issuance under the 2021 Plan. Vested RSUs included shares of common stock that the Company withheld on behalf of certain employees to satisfy the minimum statutory tax withholding requirements, as defined by the Company. The Company withheld shares of common stock with an aggregate fair value and remitted taxes of $0.2 million during the three months ended March 31, 2024, which were classified as financing cash outflows in the unaudited condensed consolidated statements of cash flows. The Company canceled and returned these shares to the 2021 Plan, which are available under the plan terms for future issuance. Employee Stock Purchase Plan 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 three months ended March 31, 2024 and 2023: Three months ended March 31, 2024 2023 Risk-free rate 5.2 % 4.6 % Dividend yield rate — — Volatility 107.5 % 55.3 % Expected term (in years) 0.50 0.50 Weighted-average grant date fair value $ 2.44 $ 7.08 Equity-Based Compensation Expense Equity-based compensation expense for the three months ended March 31, 2024 and 2023 was as follows (in thousands): Three months ended March 31, 2024 2023 Cost of revenue $ 376 $ 1,429 Selling and marketing 1,502 3,386 Enterprise technology and development 240 563 General and administrative 2,247 4,177 Total equity-based compensation $ 4,365 $ 9,555 In connection with the restructuring activities that took place during the three months ended March 31, 2024 and 2023, the Company modified certain stock awards of terminated employees (approximately 40 employees in the three month period ended March 31, 2024 and approximately 100 employees in the three months ended March 31, 2023). See Note 12, Restructuring The fair value of each award that vests solely based on time as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants for the three months ended March 31, 2023. There were no options granted during the three months ended March 31, 2024: Three months ended March 31, Risk-free rate 3.6 % Dividend yield rate — Volatility 56.4 % Expected term (in years) 5.16 Weighted-average grant date fair value $ 16.00 The vesting periods are based on the terms of the option grant agreements, generally four to five years. The risk-free interest rates are based on the U.S. Treasury rates as of the grant dates for the expected terms of the options. The price volatilities represent calculated values based on the historical price volatilities of publicly traded companies within the Company’s industry group and the Company’s historical volatility over the options’ expected terms. The expected terms of the options granted were estimated using the simplified method by taking an average of the vesting periods and the original contractual terms. | Note 16. Equity-Based Compensation Equity Compensation Plans Prior to June 25, 2021, 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 typically ranging from three After June 25, 2021, awards under the 2020 Plan were converted at the Exchange Ratio, and the Company’s Board 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, 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. Under the 2021 Plan, all awards settle in shares of Class A common stock, and up to 608,851 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 is 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 common stock outstanding on the final day of the immediately preceding calendar year and (ii) the number of shares determined by the Company’s Board. As of December 31, 2023, 254,995 shares of Class A common stock remain available for issuance under the 2021 Plan. 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 Company’s equity compensation plans is as follows: Time Vested Options Outstanding Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 968,293 $ 132.50 6.35 $ — Granted 261,288 23.58 Forfeited (193,886 ) 130.82 Expired (196,216 ) 108.69 Outstanding at December 31, 2023 839,479 $ 32.53 7.25 $ — Exercisable at December 31, 2023 325,767 $ 36.96 5.14 $ — Performance Vested Options Outstanding Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 — $ — — $ — Granted 318,440 22.02 Outstanding at December 31, 2023 318,440 $ 22.02 9.45 $ — Exercisable at December 31, 2023 — $ — — $ — A summary of the unvested option activity is as follows: Number of Weighted- Unvested at December 31, 2022 533,173 $ 69.00 Granted 261,288 13.23 Vested (170,507 ) 56.50 Forfeited (110,242 ) 60.63 Unvested at December 31, 2023 513,712 $ 33.49 Number of Weighted- Unvested at December 31, 2022 — $ — Granted 318,440 12.77 Unvested at December 31, 2023 318,440 $ 12.77 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, 2023 and 2022 was $9.6 million and $14.4 million, respectively. The intrinsic value of options exercised during the year ended December 31, 2022 was $0.8 million. There were no options exercised during the year ended December 31, 2023. A summary of RSU activity is as follows: RSUs Outstanding Number Weighted- Outstanding at December 31, 2022 63,184 $ 72.50 Granted 496,176 28.37 Vested (230,340 ) 34.11 Forfeited (27,139 ) 34.58 Outstanding at December 31, 2023 301,881 $ 31.97 RSUs granted to employees generally vest over four years, based on continued employment, while RSUs granted to members of the Board generally vest approximately one year after grant date. The fair value of RSUs vested during the year ended December 31, 2023 and 2022 was $7.9 million and $2.2 million, respectively. On January 1, 2023, the number of shares available for issuance under the 2021 Incentive Award Plan (the “2021 Plan”) increased by 312,162 pursuant to the terms of the 2021 Plan. As of December 31, 2023, 254,995 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 and $0.2 million during the years ended December 31, 2023 and 2022, respectively, which were classified as financing cash outflows in the consolidated statements of cash flows. The Company canceled and returned these shares to the 2021 Plan, which are available under the plan terms for future issuance. On June 14, 2023, the Board adopted the Company’s 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”) for the grant of non-qualified Effective as of June 15, 2023, the Company appointed Mark Goldston as Executive Chairman, replacing the service of Mr. Daikeler in his capacity as Chairman of the Board. Mr. Daikeler continues to serve as the Company’s CEO and as a director. In connection with the employment offer letter to Mr. Goldston, he was granted a stock option under the Inducement Plan, covering an aggregate of 477,661 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Option”). Of this amount, 159,221 shares subject to the Option will vest based on continued service (the “Time-Vesting Options”) and 318,440 shares will vest based on the attainment of applicable performance goals and continued service (the “Performance-Vesting Options”). The Time-Vesting Options will vest and become exercisable with respect to 25% of the Time-Vesting Options subject to the Option on each of the first four anniversaries of June 15, 2023. The Performance-Vesting Options will vest and become exercisable based on both (1) the achievement of pre-determined Vesting tranche Number of Performance -Vesting Options Price per share goal Tranche 1 79,610 $ 50.00 Tranche 2 79,610 $ 75.00 Tranche 3 79,610 $ 100.00 Tranche 4 79,610 $ 125.00 The share price is measured by averaging the fair market value (as defined in the Inducement Plan) per share over any 30 consecutive trading-day Employee Stock Purchase Plan In May 2022, the Company established an ESPP, the terms of which allow for qualified employees to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85% of the lower of the closing price at the beginning or ending of each six-month During the year ended December 31, 2023, 47,257 shares of the Company’s common stock were issued pursuant to the ESPP at an average price of $13.78 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 year ended December 31, 2023: December 31, 2023 Weighted-average risk-free rate 4.7 % Dividend yield rate — Weighted-average volatility 54.4 % Expected term (in years) 0.50 Weighted-average grant date fair value $ 5.32 Compensation Warrants During the year ended December 31, 2020, the Company issued warrants for the purchase of 79,612 of the Company’s Class A common stock at an exercise price of $126.00 per share. These 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, 2023, 79,612 warrants were exercisable. Compensation cost associated with the warrants was recognized over the requisite service period, which was 4.25 years. Repricing of Stock Options The Company determined that a significant portion of its 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 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 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, 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 as of the Repricing, related to 255,174 vested Amended Underwater Options as of the Repricing. As of the Repricing $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. Equity-Based Compensation Expense Equity-based compensation expense, which also includes the Repricing and modifications for the years ended December 31, 2023 and 2022 was as follows (in thousands): Year Ended December 31, 2023 2022 Cost of revenue $ 2,992 $ 1,416 Selling and marketing 9,852 7,015 Enterprise technology and development 1,330 1,403 General and administrative 9,717 7,786 Total equity-based compensation $ 23,891 $ 17,620 As of December 31, 2023, the total unrecognized equity-based compensation expense was $33.1 million, which will be recognized over a weighted-average remaining period of 2.41 years. In connection with the restructuring activities that took place during the year ended December 31, 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 the original agreement). As a result of these modifications, the Company recognized approximately $1.0 million reduction to equity-based compensation expense within general and administrative expense in the consolidated statements of operations for the year ended December 31, 2023. 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: December 31, 2023 2022 Risk-free rate 3.9 % 3.0 % Dividend yield rate — — Volatility 62.2 % 52.9 % Expected term (in years) 5.18 6.16 Weighted-average grant date fair value $ 13.65 $ 31.50 The vesting periods are based on the terms of the option grant agreements, generally four 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: December 31, 2023 Risk-free rate 3.7 % Dividend yield rate — Volatility 53.7 % Expected term (in years) 10.00 Weighted-average grant date fair value $ 13.00 The vesting periods are based on the terms of the option grant agreements, generally four |
Restructuring
Restructuring | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring | 12. Restructuring In 2024, restructuring charges primarily relate to the Company’s key initiatives. Restructuring charges in 2023 primarily relate to activities focused on aligning the Company’s operations with its key growth priorities. The Company recognized restructuring costs of $1.6 million and $5.4 million during the three months ended March 31, 2024 and 2023, respectively, comprised primarily of termination benefits related to headcount reductions. In accordance with GAAP, employee termination benefits were recognized at the date employees were notified and post-employment benefits were accrued as the obligation was probable and estimable. Benefits for employees who provided service greater than 60 days from the date of notification were recognized ratably over the service period. The following table summarizes activity in the Company’s restructuring-related liability during the three months ended March 31, 2024 and 2023, respectively (in thousands): Balance at Restructuring Payments / Liability at Employee-related costs $ 18 $ 1,644 $ (1,617 ) $ 45 Total costs $ 18 $ 1,644 $ (1,617 ) $ 45 Balance at Restructuring Payments / Liability at Employee-related costs $ 469 $ 5,387 $ (4,467 ) $ 1,389 Total costs $ 469 $ 5,387 $ (4,467 ) $ 1,389 | Note 14. 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 $6.5 million and $10.0 million during the years ended December 31, 2023 and 2022, respectively, comprised primarily of termination benefits related to headcount reductions, of which approximately zero and $0.5 million is included in accrued expenses in the consolidated balance sheets at December 31, 2023 and 2022, respectively. 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 years ended December 31, 2023 and 2022 (in thousands): Balance at Restructuring Payments / Liability at Employee-related costs $ 469 $ 6,497 $ (6,948 ) $ 18 Total costs $ 469 $ 6,497 $ (6,948 ) $ 18 Balance 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 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 $3.4 million 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 of additional amortization as a component of digital cost of revenue during the year ended December 31, 2022. See Note 23, Subsequent Events |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 17. Derivative Financial Instruments As of December 31, 2023 and 2022, the notional amount of the Company’s outstanding foreign exchange options was $4.4 million and $17.6 million, respectively. In the year ended December 31, 2023, management made a determination to cease entering into any further foreign exchange options at this time, which resulted in the decrease in the notional amount of the Company’s outstanding foreign exchange options at December 31, 2023. The Company’s foreign exchange options outstanding at December 31, 2023 will all expire prior to March 31, 2024. There were no outstanding forward contracts as of December 31, 2023 and 2022. 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, 2023 2022 Derivatives designated as hedging instruments $ — $ 343 Derivatives not designated as hedging instruments — 119 Total derivative assets $ — $ 462 There were no derivative liabilities as of December 31, 2023 and 2022. The Company expects that $0.1 million 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, 2023 and 2022. The following table shows the pre-tax Year Ended Financial Statement Line Item 2023 2022 Unrealized gains (losses) Other comprehensive income (loss) $ (334 ) $ 24 Losses reclassified from accumulated other Cost of revenue $ (101 ) $ (45 ) comprehensive income (loss) into net loss General and administrative (121 ) (63 ) Total amounts reclassified $ (222 ) $ (108 ) Gains (losses) recognized on derivatives Cost of revenue $ (98 ) $ 13 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 13. Income Taxes The Company recorded a provision for income taxes of $0.1 million and approximately zero for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate was (0.4)% and (0.2)% for the three months ended March 31, 2024 and 2023, respectively. The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate in the three months ended March 31, 2024 primarily due to changes in valuation allowances on deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized. The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly. There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three months ended March 31, 2024. | Note 18. Income Taxes The components of the Company’s loss before income taxes were as follows (in thousands): Year Ended December 31, 2023 2022 U.S. $ (154,571 ) $ (198,245 ) Foreign 1,967 1,000 Loss before income taxes $ (152,604 ) $ (197,245 ) The components of the income tax benefit (provision), net were as follows (in thousands): Year Ended December 31, 2023 2022 Current: Federal $ — $ 31 State and local (113 ) 202 Foreign (115 ) (141 ) $ (228 ) $ 92 Deferred: Federal $ (23 ) $ 1,963 State and local 71 870 Foreign 143 128 191 2,961 Income tax (provision) benefit, net $ (37 ) $ 3,053 The Company has continued to record a full VA against its DTAs at December 31, 2023 and 2022. The Company has certain net DTLs that will reverse in a different period than its DTAs and has DTLs with an indefinite reversal period resulting in a net DTL, after recording a VA, at December 31, 2023 and 2022 of $0.0 million and $0.2 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, 2023 2022 Federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 2.5 % 3.6 % Valuation allowance on deferred tax assets (17.2 %) (24.2 %) Goodwill impairment (5.5 %) — Equity-based compensation (1.1 %) (1.1 %) Adjustments to prior year provision 0.7 % 1.4 % Note revaluation (0.6 %) — Common stock warrant liability 0.4 % 0.9 % Other (0.2 %) (0.1 %) Effective tax rate — 1.5 % DTAs and DTLs are as follows (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating losses $ 91,585 $ 74,038 Equity-based compensation 13,358 10,652 Inventory 12,339 18,525 Tax basis step-up 11,570 13,240 Capitalized research expense 9,592 6,057 Intangible assets 6,552 4,915 R & D credit carryover 3,886 3,886 Accrued expenses 1,064 1,438 Lease obligations 837 1,663 Accrued employee compensation and benefits 546 4,246 Other 4,517 2,164 Total deferred tax assets 155,846 140,824 Deferred tax liabilities: Property and equipment (5,853 ) (13,377 ) Content assets (4,448 ) (7,408 ) Prepaid expenses (1,969 ) (2,425 ) Right-of-use (750 ) (1,231 ) Total deferred tax liabilities (13,020 ) (24,441 ) Net deferred tax assets before valuation allowance 142,826 116,383 Valuation allowance (142,836 ) (116,564 ) Net deferred tax liabilities $ (10 ) $ (181 ) 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, 2023, the Company has accumulated U.S. federal and state net operating loss (“NOL”) carryforwards of $339.9 million and $384.7 million, respectively. Of the federal NOL 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 December 31, 2023 2022 Unrecognized tax benefits, beginning of year $ 1,044 $ 568 Additions for current year tax positions — 476 Unrecognized tax benefits (excluding interest and penalties), end of year 1,044 1,044 Interest and penalties associated with unrecognized tax benefits — — Unrecognized tax benefits including interest and penalties, end of year $ 1,044 $ 1,044 All of the unrecognized tax benefits was recorded as a reduction in the Company’s gross DTAs. 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 2020. For the U.K., the Company is no longer subject to tax examinations by the taxing authorities for years prior to 2021. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Note 19. 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 matched 50% of participant contributions, up to 6% of the participant’s total compensation. For the years ended December 31, 2023 and 2022, the Company recorded expense for matching contributions of $1.9 million and $2.9 million, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Earnings (Loss) Per Share | 14. Earnings (Loss) per Share The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information): Three months ended March 31, 2024 2023 Numerator: Net loss $ (14,216 ) $ (29,188 ) Denominator: Weighted-average common shares outstanding, basic and diluted 6,760,771 6,182,811 Net loss per common share, basic and diluted $ (2.10 ) $ (4.72 ) Basic net loss per common share is the same as dilutive net loss per common share for each of the three months ended March 31, 2024 and 2023 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: March 31, 2024 2023 Time vested options 811,949 962,179 Performance vested options 318,440 — RSUs 361,599 309,601 Compensation warrants 79,612 79,612 Public and Private Placement Warrants 306,667 306,667 Term Loan Warrants 97,482 94,335 Common Stock Warrants 543,590 — Forest Road Earn-out 75,000 75,000 2,594,339 1,827,394 See Note 11, Equity-Based Compensation | Note 20. 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, 2023 2022 Numerator: Net loss $ (152,641 ) $ (194,192 ) Denominator: Weighted-average common shares outstanding, basic and diluted 6,238,777 6,149,784 Net loss per common share, basic and diluted $ (24.47 ) $ (31.58 ) Basic net loss per common share is the same as dilutive net loss per common share for the years ended December 31, 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) and includes (1) the 420,769 shares that were issued in the Equity Offering on December 13, 2023 for the period of time after they were issued and (2) the pre-funded pre-funded 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, 2023 2022 Time Vested Options 839,479 968,293 Performance Vested Options 318,440 — RSUs 301,881 63,184 Compensation warrants 79,612 79,612 Public and Private Placement Warrants 306,667 306,667 Term Loan warrants 97,482 94,335 Common Stock Warrants 543,590 — Forest Road Earn-out 75,000 75,000 2,562,151 1,587,091 The Forest Road Earn-out Earn-out 30-day Earn-out Earn-out Earn-out Earn-out Earn-out two-class |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 21. Related Party Transactions 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 $0.4 million and $0.5 million during the years ended December 31, 2023 and 2022, respectively. As of each December 31, 2023 and 2022, $0.2 million and $0.2 million was due to the related party pursuant to the royalty agreement. 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 $0.5 million and $1.3 million during the years ended December 31, 2023 and 2022, respectively. The Company’s accounts payable to the firm was zero and $0.1 million as of each December 31, 2023 and 2022. 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 paid or due to the related party as of or for the year ended December 31, 2023. |
Parent Only Financial Statement
Parent Only Financial Statements | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Parent Only Financial Statements | Note 22. Parent Only Financial Statements The Beachbody Company, Inc. has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. There are restrictions under the Financing Agreement described in Note 11, Debt Schedule I The Beachbody Company, Inc. (Parent Company Only) Condensed Balance Sheet (in thousands, except share data) As of December 31, 2023 Assets Current assets: Cash and cash equivalents $ 25 Prepaid expenses 12 Investment in subsidiaries 463,955 Total current assets 463,992 Total assets $ 463,992 Liabilities and Stockholders’ Equity Current liabilities: Accrued expenses $ 7 Due to subsidiaries 378,100 Total current liabilities 378,107 Warrant liabilities 3,125 Total liabilities 381,232 Stockholders’ equity: Class A: 3,978,356 shares issued and outstanding at December 31, 2023 1 Class X: 2,729,003 shares issued and outstanding at December 31, 2023 1 Additional paid-in 654,657 Accumulated deficit (571,899 ) Total stockholders’ equity 82,760 Total liabilities and stockholders’ equity $ 463,992 See note to condensed financial statements. Schedule I The Beachbody Company, Inc. (Parent Company Only) Condensed Statement of Operations and Comprehensive Loss (in thousands) Year Ended December 31, 2023 Change in fair value of warrant liabilities $ 2,679 Other income 127 Equity in net loss of subsidiaries (155,507 ) Net loss and total comprehensive loss $ (152,701 ) See note to condensed financial statements. Schedule I The Beachbody Company, Inc. (Parent Company Only) Condensed Statement of Cash Flows (in thousands) Year Ended 2023 Cash flows from operating activities: Net loss $ (152,701 ) Adjustments to reconcile net loss to net cash provided by operating activities: Change in fair value of warrant liabilities (2,679 ) Equity in net loss of subsidiaries 155,507 Changes in operating assets and liabilities: Prepaid expenses 8 Accrued expenses 9 Net cash provided by operating activities 144 Cash flows from investing activities: Net cash used in investing activities — Cash flows from financing activities: Decrease in due to subsidiaries (8,299 ) Proceeds from issuance of common shares in the Employee Stock Purchase Plan 553 Tax withholdings payments for vesting of restricted stock (2,178 ) Proceeds from issuance of Equity Offering, net of issuance costs 4,908 Net cash used in financing activities (5,016 ) Net decrease in cash and cash equivalents (4,872 ) Cash and cash equivalents, beginning of year 4,897 Cash and cash equivalents, end of year $ 25 See note to condensed financial statements. Note to Condensed Financial Statements of The Beachbody Company, Inc. (Parent Company Only) Basis of Presentation These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, S-X, 4-08(e)(3) S-X) Debt The Company has omitted the condensed parent company only consolidated financial statements as of and for the year ended December 31, 2022 since the Financing Agreement was only in place for a portion of the year ended December 31, 2022 and would therefore not be meaningful. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 15. Subsequent Events On April 5, 2024 (the “Fifth Amendment Effective Date”), the Company and Blue Torch entered into the Fifth Amendment, which amended the Company’s existing Financing Agreement. The Fifth Amendment, among other things, amended certain terms of the Financing Agreement including , but not limited to, (1) amending the minimum revenue financial covenant to adjust the minimum revenue levels to (a) $100.0 million, for each fiscal quarter ending on or prior to December 31, 2024 and (b) $110.0 million for each fiscal quarter thereafter and or prior to December 31, 2025 and (2) amending the minimum liquidity financial covenant to adjust the minimum liquidity level to $18.0 million at all times from the Fifth Amendment Effective Date through the maturity of the Term Loan. In connection with the Fifth Amendment, on the Fifth Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $4.0 million (which amount was classified as a current obligation at March 31, 2024) along with the related prepayment premium of 3% ($0.1 million) and accrued interest. The Company also incurred a 2% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $0.6 million). The amounts related to the Fifth Amendment will be recorded in the quarter ending June 30, 2024. After the prepayment and the paid in kind fee on April 5, 2024, the amount outstanding on the Term Loan was $25.5 million. In connection with the Fifth Amendment, the Company also amended and restated the Term Loan Warrants for the purchase of 97,482 shares of the Company’s Class A common stock (the “Warrant Second Amendment”). The Warrant Second Amendment amends the exercise price from $20.50 per share to $9.16 per share. The amended exercise price increased the fair value of the Term Loan Warrants as of the Fifth Amendment Effective Date from $0.5 million to $0.6 million and will be recorded in the quarter ending June 30, 2024. | Note 23. Subsequent Events As mentioned in Note 1, Description of Business and Summary of Significant Accounting Policies Debt, As mentioned in Note 11, Debt As mentioned in Note 6, Property and Equipment, Net Debt Leases As mentioned in Note 11, Debt After the prepayments on January 9, 2024 and February 29, 2024, the principal amount outstanding on the Term Loan was $28.6 million. As mentioned in Note 14, R estructuring |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Polices) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in our condensed consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the unaudited condensed consolidated financial statements in the period that they are determined. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated in consolidation. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K | Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated in consolidation. |
Reverse Stock Split | Reverse Stock Split On November 21, 2023, we effected a 1-for-50 1-for-50 Stockholders’ Equity | Reverse Stock Split On November 21, 2023, we effected a 1-for-50 1-for-50 Stockholders’ Equity |
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 may impact the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in our 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 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 judgments about the carrying amounts of assets and liabilities. Our actual results could differ from our estimates. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the consolidated financial statements in the period that they are determined. | |
Segments | Segments The Company has one operating and reporting segment. In reaching this conclusion, management considered the definition of the Chief Operating Decision Maker (“CODM”); how the business is defined by the CODM; the nature of the information provided to the CODM and how that information is used to make operating decisions; and how resources and performance are accessed. The Company’s CODM is the chief executive officer (“CEO”). The results of the operations are provided to and analyzed by the CODM at the Company level and accordingly, key resource decisions and assessment of performance are performed at the Company level based on the Company’s consolidated net revenues and operating income. 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 had one operating and reportable segment and changed its segment reporting accordingly. | |
Fair Value Measurements | Recurring Fair Value Measurements For assets and liabilities that are measured using quoted prices (unadjusted) 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. Non-Recurring Certain assets are measured at fair value on a non-recurring | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all cash and short-term investments purchased with maturities of three months or less when acquired to be 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 purchase. Cash and cash equivalents are carried at cost, which approximates market value. The Company maintains its cash at financial institutions, and the balances, at times, may exceed Federal Deposit Insurance Corporation insurance 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. We regularly monitor the financial stability of the financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents. Restricted cash primarily consists of cash held related to an irrevocable letter of credit, see Note 11 , Debt | |
Inventory | Inventory Inventory consists of raw materials, work in process, and finished goods. Inventory is accounted for using the first-in, first-out adjustments to the carrying value of inventory based on assumptions regarding future demand for the Company’s products, anticipated margin, planned product discontinuances, and the physical condition (e.g. age and quality) of the inventory. | |
Accounts Receivable, Net (included in Other Current Assets) | Accounts Receivable, Net (included in Other Current Assets) The Company’s accounts receivable primarily represents amounts due from third party sales. The allowance for credit losses is based on several factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the specific customer’s ability to pay its obligations and any other forward looking data regarding customers’ ability to pay which may be available. | |
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 recorded 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 assets acquired is assigned to goodwill. The transaction costs associated with business combinations are expensed as they are incurred. | |
Goodwill and Indefinite-Lived Intangible Assets | 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 (“RU”) below its carrying value or, for indefinite-lived intangible assets, indicate that it is more likely than not that the asset is impaired. The Company has historically performed its annual goodwill impairment assessment as of October 1. During the fourth quarter of 2023, the Company decided to change the date of its annual impairment assessment from October 1 to December 31. The Company completed the required annual impairment test for goodwill as of October 1, 2023, prior to the change of the annual impairment test for goodwill to December 31. The change was made to more closely align the impairment assessment date with the Company’s annual planning and forecasting process. The change in date of the annual impairment test is not deemed material as the new measurement date of December 31 is in relative close proximity to the previous measurement date and the change did not have any impact on goodwill or the impairment of goodwill. The change has been applied prospectively and would not have had an impact on a retrospective basis. As of December 31, 2023 and 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 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. As of December 31, 2023 and 2022, 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 In calculating the ROU asset and lease liability, the Company elected the practical expedient to combine lease and non-lease | |
Warrant Liabilities | Warrant Liabilities The Company has issued warrants on several occasions including during its initial public offering process, the execution of its Term Loan (defined later) and in the Equity Offering (defined later), which have not met the criteria to be classified in stockholders equity. Public and Private Placement Warrants The Company has outstanding warrants for the purchase of 200,000 shares of the Company’s Class A common stock at an exercise price of $575.00 per share (the “Public Warrants”) and outstanding warrants for the purchase of 106,667 shares of the Company’s Class A common stock at an exercise price of $575.00 per share (the “Private Placement Warrants”). All of the Public and Private Placement Warrants remained outstanding as of December 31, 2023 and 2022. The Public Warrants were publicly traded on the New York Stock Exchange (the “NYSE”) but were delisted by the NYSE on November 24, 2023 due to their abnormally low price levels. 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 are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable Term Loan Warrants In connection with the Term Loan (defined later), 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”). In connection with the Second Amendment (defined later), 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 Term Loan warrants vest on a monthly basis over four years and have a seven-year term. In connection with the Equity Offering (defined later), the Term Loan Warrants conversion ratio was amended resulting in an increase in the number of shares purchased upon the exercise of the Term Loan Warrants to 97,482 shares of the Company’s Class A common stock. Common Stock Warrants In connection with the Equity Offering (defined later), the Company issued warrants (the “Common Stock Warrants”) to certain institutional investors to purchase 543,590 shares of Class A common stock at an exercise price of $11.24 per share. The Common Stock Warrants may be exercised at any time beginning June 13, 2024 and will expire on June 13, 2029. See Note 15, Stockholders’ Equity The Company evaluated the Public, Private Placement, Term Loan and Common Stock Warrants (collectively, the “Warrants”) under ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity Fair Value Measurements The change in the fair values of the Warrants for the years ended December 31, 2023 and 2022, resulted in a $2.7 million and $8.3 million non-cash | |
Other Investment | Other Investment As of December 31, 2023 and 2022, the Company has an investment in equity securities of a privately-held company of $1.0 million and $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, 2023 the Company recorded a $4.0 million impairment on this investment based on an observable price change. As of December 31, 2022, no adjustments to the carrying value of this investment were made. On January 9, 2024 the Company sold this investment for $1.0 million. See Note 23, Subsequent Events | |
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 determines revenue recognition through the five-step model which requires us to: (i) identify our contracts with a customer; (ii) identify our performance obligations in the contract; (iii) determine the transaction price in the contract; (iv) allocate the transaction price to our performance obligation in the contract; and (v) recognize revenue when each performance obligation under the contract is satisfied. 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. Revenue that is deferred is included in deferred revenue (for the remaining deferral period that is less than one year) and in other liabilities (for the remaining deferral period that is more than one year) in the consolidated balance sheets. 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). Shipping and handling charges billed to customers are included in revenue. The Company markets and sells its products primarily in the United States, Canada, the United Kingdom, and France. 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. If actual costs differ from previous estimates, the amount of the liability and corresponding revenue are adjusted in the period in which such costs occur. 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. For customer contracts that include multiple performance obligations, the Company accounts for individual performance obligations if they are distinct. The transaction price is then allocated to each performance obligation based on its stand-alone selling price. The Company generally determines the standalone selling price based on the prices charged to customers. Revenue is presented net of sales taxes and value added taxes (“VAT”) and GST/HST (Goods and Services Tax/Harmonized Sales Tax) which are collected from customers and remitted to applicable government agencies. The Company records fees paid to its third party financing partners as a reduction of revenue. A description of our principal revenue generating activities is as follows: Digital Subscriptions Nutritional Products one-time Connected Fitness in-home in-home In cases where a customer contract contains multiple performance obligations, which the Company refers to as bundled products, we account for each obligation individually if they are distinct. We allocate the transaction price, net of discounts, to each performance obligation based on its standalone selling price. Revenue from such arrangements is recognized when control of the product is transferred to the customer, usually upon delivery. For digital subscription service commitments, revenue is recognized over the subscription period. The Company operates primarily as the principal in 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. The Company in certain instances serves as the agent in relationships with third parties, the activity in these relationships are immaterial. | |
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 acquired 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 and handling, 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 products under warranty, payment processing and financing fees, customer service expenses, and personnel-related expenses associated with supply chain and logistics. The Company utilizes the practical expedient under ASC 606-10-25-18B cost of revenue in the consolidated statements of operations in the period during which the products ship. The costs associated with shipping connected fitness and nutrition and other products to customers were $22.5 million and $35.4 million for the years ended December 31, 2023 and 2022, respectively. | |
Selling and Marketing | Selling and Marketing Selling and marketing expenses primarily include the costs of Partner compensation, advertising, royalties, promotions and events, and third-party sales commissions as well as the personnel expenses for employees and consultants who support these areas. Selling and marketing expenses also include depreciation of certain software and amortization of contract-based intangible assets. The Company pays Partner and third-party sales commissions when commissionable sales are made. The third-party sales commissions are not material. 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 Partner commissions are included in other current assets and other assets in the consolidated balance sheets and were $37.1 million and $32.8 million as of December 31, 2023 and 2022, respectively. Partners 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 Partner 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, was $31.5 million and $36.9 million for the years ended December 31, 2023 and 2022, 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 to 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 $2.7 million and $4.4 million for the years ended December 31, 2023 and 2022 respectively. | |
Equity-Based Compensation | Equity-Based Compensation The Company measures and recognizes compensation 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 may use 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 (“DTAs”) and liabilities (“DTLs”) for the expected future tax consequences of events to be included in the financial statements. Under this method, DTAs and DTLs 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 DTAs and DTLs is recognized in income in the period that includes the enactment date. In evaluating the Company’s ability to recover DTAs, 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 loss | |
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. The weighted average number of common shares outstanding for basic and diluted earnings per share includes the weighted average affect of the pre-funded Stockholders’ Equity pre-funded | |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | 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 Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, In December 2023, the FASB issued ASU 2023-09, | Recently Adopted Accounting Pronouncement 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 Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, In December 2023, the FASB issued ASU 2023-09, |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Disaggregation of Revenue | The Company’s revenue disaggregated by geographic region is as follows (in thousands): Three months ended March 31, 2024 2023 Geographic region: United States $ 106,750 $ 130,877 Rest of world 1 13,296 14,024 Total revenue $ 120,046 $ 144,901 (1) Consists of Canada, United Kingdom, and France. Other than Canada at 10.2% during the three months ended March 31, 2024, no single country accounted for more than 10% of total revenue during the three months ended March 31, 2024 and 2023. | The Company’s revenue disaggregated by geographic region is as follows (in thousands): Year Ended December 31, 2023 2022 Geographic region: United States $ 473,465 $ 620,942 Rest of world 1 53,644 71,257 Total revenue $ 527,109 $ 692,199 1 Consists of Canada, United Kingdom and France. Other than the United Sates, no single country accounted for more than 10% of the Company’s total revenue. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Summary of Fair Value Measurements, Recurring and Nonrecurring | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Assets Restricted short-term investments $ — $ 4,250 $ — Total assets $ — $ 4,250 $ — Liabilities Public Warrants $ — $ — $ 19 Private Placement Warrants — — 10 Term Loan Warrants — — 493 Common Stock Warrants — — 3,327 Total liabilities $ — $ — $ 3,849 December 31, 2023 Level 1 Level 2 Level 3 Assets Restricted short-term investments $ — $ 4,250 $ — Total assets $ — $ 4,250 $ — Liabilities Public Warrants $ — $ — $ 17 Private Placement Warrants — — 9 Term Loan Warrants — — 392 Common Stock Warrants — — 2,707 Total liabilities $ — $ — $ 3,125 | 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, 2023 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ — $ — Restricted short-term investments — 4,250 — Total assets $ — $ 4,250 $ — Liabilities Public Warrants $ — $ — $ 17 Private Placement Warrants — — 9 Term Loan Warrants — — 392 Common Stock Warrants — — 2,707 Total liabilities $ — $ — $ 3,125 December 31, 2022 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 462 $ — Total assets $ — $ 462 $ — Liabilities Public Warrants $ 415 $ — $ — Private Placement Warrants — — 107 Term Loan Warrants — — 1,226 Total liabilities $ 415 $ — $ 1,333 |
Summary of Fair Value of Significant Assumptions Utilized in the Valuation | The following table presents significant assumptions utilized in the valuation of the Private Placement Warrants on March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Risk-free rate 4.5 % 4.1 % Dividend yield rate — — Volatility 100.0 % 97.6 % Contractual term (in years) 2.23 2.48 Exercise price $ 575.00 $ 575.00 March 31, 2024 December 31, 2023 Risk-free rate 4.5 % 4.1 % Dividend yield rate — — Volatility 100.0 % 97.6 % Contractual term (in years) 2.23 2.48 Exercise price $ 575.00 $ 575.00 The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Risk-free rate 4.2 % 3.8 % Dividend yield rate — — Volatility 77.4 % 74.5 % Contractual term (in years) 5.35 5.60 Exercise price $ 20.50 $ 20.50 The following table presents significant assumptions utilized in the valuation of the Common Stock Warrants on March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Risk-free rate 4.2 % 3.8 % Dividend yield rate — — Volatility 78.1 % 75.2 % Contractual term (in years) 5.20 5.44 Exercise price $ 11.24 $ 11.24 | The following table presents significant assumptions utilized in the valuation of the Private Placement Warrants on December 31, 2023 and 2022: As of December 31, 2023 2022 Risk-free rate 4.1 % 4.2 % Dividend yield rate — — Volatility 97.6 % 75.0 % Contractual term (in years) 2.48 3.49 Exercise price $ 575.00 $ 575.00 The following table presents significant assumptions utilized in the valuation of the Public Warrants on December 31, 2023: As of December 31, 2023 Risk-free rate 4.1 % Dividend yield rate — Volatility 97.6 % Contractual term (in years) 2.48 Exercise price $ 575.00 The following table presents significant assumptions utilized in the valuation of the Common Stock Warrants on December 31, 2023: As of December 31, 2023 Risk-free rate 3.8 % Dividend yield rate — Volatility 75.2 % Contractual term (in years) 5.44 Exercise price $ 11.24 The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at December 31, 2023 and 2022: As of December 31, 2023 2022 Risk-free rate 3.8 % 4.0 % Dividend yield rate — — Volatility 74.5 % 75.0 % Contractual term (in years) 5.60 6.61 Exercise price $ 20.50 $ 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 months ended March 31, 2024 and 2023 (in thousands): Three months ended March 31, 2024 2023 Balance, beginning of period $ 9 $ 107 Change in fair value 1 (54 ) Balance, end of period $ 10 $ 53 The following table presents changes in the fair value of the Public Warrants for the three months ended March 31, 2024 and 2023 (in thousands): Three months ended March 31, 2024 2023 Balance, beginning of period $ 17 $ 415 Change in fair value 2 185 Balance, end of period $ 19 $ 600 The following table presents changes in the fair value of the Term Loan Warrants for the three months ended March 31, 2024 and 2023 (in thousands): Three months ended March 31, 2024 2023 Balance, beginning of period $ 392 $ 1,226 Change in fair value 101 (188 ) Balance, end of period $ 493 $ 1,038 The following table presents changes in the fair value of the Common Stock Warrants for the three months ended March 31, 2024 (in thousands): Three months ended March 31, 2024 Balance, beginning of year $ 2,707 Change in fair value 620 Balance, end of year $ 3,327 | The following table presents changes in the fair value of the Private Placement Warrants for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Balance, beginning of period $ 107 $ 2,133 Change in fair value (98 ) (2,026 ) Balance, end of period $ 9 $ 107 The following table presents changes in the fair value of the Public Warrants for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Balance, beginning of period $ 415 $ 2,701 Change in fair value (398 ) (2,286 ) Balance, end of period $ 17 $ 415 The following table presents changes in the fair value of the Common Stock Warrants for the year ended December 31, 2023 (in thousands): Year ended December 31, 2023 Balance, beginning of year $ — Issued in connection with Equity Offering 3,255 Change in fair value (548 ) Balance, end of year $ 2,707 The following table presents changes in the fair value of the Term Loan Warrants for the year ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Balance, beginning of year $ 1,226 $ — Issued in connection with Term Loan — 5,236 Amended in connection with Second Amendment 802 — Change in fair value (1,636 ) (4,010 ) Balance, end of year $ 392 $ 1,226 |
Summary of Fair Value, Assets Measured on Nonrecurring Basis Using Unobservable Inputs | The following table presents the non-recurring December 31, 2023 Fair Value Total Losses Goodwill $ 85,166 $ (40,000 ) Other investments 1,000 (4,000 ) Intangible assets — (3,092 ) Total $ 86,166 $ (47,092 ) |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory, Current | Inventory consists of the following (in thousands): March 31, 2024 December 31, 2023 Raw materials and work in process $ 9,763 $ 10,354 Finished goods 11,044 14,622 Total inventory $ 20,807 $ 24,976 | Inventory consists of the following (in thousands): December 31, 2023 2022 Raw materials and work in process $ 10,354 $ 13,380 Finished goods 14,622 40,680 Total inventory $ 24,976 $ 54,060 |
Other Current Assets (Table)
Other Current Assets (Table) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Other Current Assets [Abstract] | ||
Summary of Other Current Assets | Other current assets consist of the following (in thousands): March 31, 2024 December 31, 2023 Deferred Partner costs $ 36,734 $ 36,169 Deposits 2,107 6,788 Accounts receivable, net 1,613 1,270 Other 1,994 1,696 Total other current assets $ 42,448 $ 45,923 | Other current assets consist of the following (in thousands): December 31, 2023 2022 Deferred Partner costs $ 36,169 $ 31,270 Deposits 6,788 4,527 Accounts receivable, net 1,270 866 Other 1,696 2,585 Total other current assets $ 45,923 $ 39,248 |
Property and equipment, Net (Ta
Property and equipment, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property and equipment, net | Property and equipment, net consists of the following (in thousands): March 31, 2024 December 31, 2023 Computer software and web development $ 229,436 $ 229,527 Computer equipment 23,945 23,738 Buildings — 5,158 Leasehold improvements 4,600 4,600 Furniture, fixtures and equipment 1,166 1,166 Computer software and web development projects in-process 3,739 2,157 Property and equipment, gross 262,886 266,346 Less: Accumulated depreciation (226,326 ) (221,291 ) Total property and equipment, net $ 36,560 $ 45,055 | Property and equipment, net consists of the following (in thousands): December 31, 2023 2022 Computer software and web development $ 229,527 $ 236,533 Computer equipment 23,738 24,240 Buildings 5,158 5,158 Leasehold improvements 4,600 4,600 Furniture, fixtures and equipment 1,166 1,222 Computer software and web development projects in-process 2,157 5,147 Property and equipment, gross 266,346 276,900 Less: Accumulated depreciation (221,291 ) (202,753 ) Property and equipment, net $ 45,055 $ 74,147 |
Summary of depreciation expense related to property and equipment | The Company recorded depreciation expense related to property and equipment in the following expense categories of its unaudited condensed consolidated statements of operations as follows (in thousands): Three months ended March 31, 2024 2023 Cost of revenue $ 2,058 $ 4,932 Enterprise technology and development 3,320 4,503 General and administrative — 1 Total depreciation $ 5,378 $ 9,436 | 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, 2023 2022 Cost of revenue $ 17,994 $ 27,137 Selling and marketing — 381 Enterprise technology and development 16,463 28,833 General and administrative 3 242 Total depreciation $ 34,460 $ 56,593 |
Content Assets, Net (Tables)
Content Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Content Assets [Abstract] | |
Summary of film cost | Content assets, net consists of the following (in thousands): December 31, 2023 2022 Released, less amortization $ 21,134 $ 34,713 In production 225 175 Content assets, net $ 21,359 $ 34,888 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Changes in goodwill for the years ended December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 2022 Goodwill, beginning of year $ 125,166 $ 125,166 Impairment of goodwill (40,000 ) — Goodwill, end of year $ 85,166 $ 125,166 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 December 31, 2022 Intangible Accumulated Intangibles Intangible Accumulated Intangibles Contract-based $ 300 $ (300 ) $ — $ 300 $ (300 ) $ — Customer-related 21,100 (21,100 ) — 21,100 (14,800 ) 6,300 Technology-based 20,200 (20,200 ) — 20,200 (19,400 ) 800 Talent and representation contracts 10,300 (10,300 ) — 10,300 (10,300 ) — Formulae 1,950 (1,950 ) — 1,950 (1,146 ) 804 Trade name 51,200 (51,200 ) — 51,200 (50,900 ) 300 $ 105,050 $ (105,050 ) $ — $ 105,050 $ (96,845 ) $ 8,204 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Summary of Accrued Expenses | Accrued expenses consist of the followings (in thousands): March 31, 2024 December 31, 2023 Employee compensation and benefits $ 10,351 $ 4,334 Partner costs 9,345 13,971 Inventory, shipping and fulfillment 5,663 6,869 Sales and other taxes 3,697 3,963 Advertising 2,645 872 Information technology 2,609 3,176 Customer service expenses 369 437 Other accrued expenses 6,045 8,525 Total accrued expenses $ 40,724 $ 42,147 | Accrued expenses consist of the followings (in thousands): December 31, 2023 2022 Partner costs $ 13,971 $ 14,535 Inventory, shipping and fulfillment 6,869 11,687 Employee compensation and benefits 4,334 20,584 Sales and other taxes 3,963 4,818 Information technology 3,176 2,207 Advertising 872 1,176 Customer service expenses 437 956 Other accrued expenses 8,525 8,467 Total accrued expenses $ 42,147 $ 64,430 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||
Summary of Purchase Obligation, Fiscal Year Maturity | Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding March 31, 2024 are as follows (in thousands): Nine months ending December 31, 2024 $ 18,489 Year ending December 31, 2025 2,106 Year ending December 31, 2026 324 Year ending December 31, 2027 75 Year ending December 31, 2028 75 $ 21,069 | Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding December 31, 2023 are as follows (in thousands): Year ended December 31, 2024 $ 17,452 Year ended December 31, 2025 1,475 Year ended December 31, 2026 100 Year ended December 31, 2027 75 Year ended December 31, 2028 75 $ 19,177 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Schedule of Aggregate Amounts of Payments Due and Reconciliation of Debt Balances, Net of Debt Discount and Debt Issuance Costs | The aggregate amounts of payments due for the periods succeeding March 31, 2024 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands): Nine months ending December 31, 2024 $ 5,250 Year ending December 31, 2025 2,500 Year ending December 31, 2026 20,528 Total debt 28,278 Less current portion (5,875 ) Less unamortized debt discount and debt issuance costs (4,361 ) Add capitalized paid-in-kind 638 Total long-term debt $ 18,680 | The aggregate amounts of payments due for the periods succeeding December 31, 2023 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, 2024 $ 8,068 Year ending December 31, 2025 2,500 Year ending December 31, 2026 24,527 Total debt 35,095 Less current portion (8,068 ) Less unamortized debt discount and debt issuance costs (5,960 ) Add capitalized paid-in-kind 424 Total long-term debt $ 21,491 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Lease Cost | The following summarizes the Company’s leases (in thousands): Year Ended December 31, 2023 2022 Finance lease costs: Amortization of right-of-use $ 73 $ 192 Interest on lease liabilities 2 8 Operating lease costs 2,097 2,150 Short-term lease costs 18 202 Variable lease costs 301 566 Short-term sublease income (32 ) (127 ) Total lease costs $ 2,459 $ 2,991 |
Summary of Lease Other Information | Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 2 $ 8 Operating cash flows from operating leases 2,319 2,195 Financing cash flows from finance leases 121 153 Right-of-use — 420 Weighted-average remaining lease term—finance leases 0.3 1.3 Weighted-average remaining lease term—operating leases 2.3 2.9 Weighted-average discount rate—finance leases 4.0 % 4.0 % Weighted-average discount rate—operating leases 4.1 % 4.5 % |
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, 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 3,610 2 3,612 Less present value discount (352 ) — (352 ) Lease liabilities at December 31, 2023 $ 3,258 $ 2 $ 3,260 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | ||
Summarize Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax | The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended March 31, 2024 and 2023 (in thousands): Unrealized Foreign Total Balances at December 31, 2022 $ 131 $ (94 ) $ 37 Other comprehensive income (loss) before reclassifications (101 ) 10 (91 ) Amounts reclassified from accumulated other comprehensive income (loss) (87 ) — (87 ) Tax effect (46 ) — (46 ) Balances at March 31, 2023 $ (103 ) $ (84 ) $ (187 ) Balances at December 31, 2023 $ (7 ) $ (16 ) $ (23 ) Other comprehensive loss before reclassifications — (42 ) (42 ) Amounts reclassified from accumulated other comprehensive income (loss) 64 — 64 Tax effect 16 — 16 Balances at March 31, 2024 $ 73 $ (58 ) $ 15 | The following table summarizes changes in accumulated other comprehensive income (loss), by component during the years ended December 31, 2023 and 2022 (in thousands): Unrealized Foreign Total 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 Other comprehensive income (loss) before reclassifications (334 ) 78 (256 ) Amounts reclassified from accumulated other comprehensive income (loss) 222 — 222 Tax effect (26 ) — (26 ) Balances at December 31, 2023 $ (7 ) $ (16 ) $ (23 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of the Option Activity under the Equity Compensation Plans | A summary of the option activity under the Company’s equity compensation plans is as follows: Time Vested Options Outstanding Number of Weighted- Average Weighted- Average Aggregate Outstanding at December 31, 2023 839,479 $ 32.53 7.25 $ — Forfeited (23,819 ) 17.35 Expired (3,711 ) 17.35 Outstanding at March 31, 2024 811,949 $ 33.04 7.04 $ — Exercisable at March 31, 2024 333,391 $ 37.03 5.12 $ — Performance Vested Options Outstanding Number of Weighted- Average Weighted- Average Aggregate Outstanding at December 31, 2023 318,440 $ 22.02 9.45 $ — Outstanding at March 31, 2024 318,440 $ 22.02 9.20 $ — Exercisable at March 31, 2024 — $ — — $ — | A summary of the option activity under the Company’s equity compensation plans is as follows: Time Vested Options Outstanding Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 968,293 $ 132.50 6.35 $ — Granted 261,288 23.58 Forfeited (193,886 ) 130.82 Expired (196,216 ) 108.69 Outstanding at December 31, 2023 839,479 $ 32.53 7.25 $ — Exercisable at December 31, 2023 325,767 $ 36.96 5.14 $ — Performance Vested Options Outstanding Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 — $ — — $ — Granted 318,440 22.02 Outstanding at December 31, 2023 318,440 $ 22.02 9.45 $ — Exercisable at December 31, 2023 — $ — — $ — |
Summary of Restricted Stock Unit ("RSU") Activity | A summary of restricted stock unit (“RSU”) activity is as follows: RSUs Outstanding Number of RSUs Weighted-Average Fair Value Outstanding at December 31, 2023 301,881 $ 31.97 Granted 132,635 8.57 Vested (61,400 ) 28.84 Forfeited (11,517 ) 23.93 Outstanding at March 31, 2024 361,599 $ 24.03 | A summary of RSU activity is as follows: RSUs Outstanding Number Weighted- Outstanding at December 31, 2022 63,184 $ 72.50 Granted 496,176 28.37 Vested (230,340 ) 34.11 Forfeited (27,139 ) 34.58 Outstanding at December 31, 2023 301,881 $ 31.97 |
Summary of Equity-Based Compensation Expense | Equity-based compensation expense for the three months ended March 31, 2024 and 2023 was as follows (in thousands): Three months ended March 31, 2024 2023 Cost of revenue $ 376 $ 1,429 Selling and marketing 1,502 3,386 Enterprise technology and development 240 563 General and administrative 2,247 4,177 Total equity-based compensation $ 4,365 $ 9,555 | Equity-based compensation expense, which also includes the Repricing and modifications for the years ended December 31, 2023 and 2022 was as follows (in thousands): Year Ended December 31, 2023 2022 Cost of revenue $ 2,992 $ 1,416 Selling and marketing 9,852 7,015 Enterprise technology and development 1,330 1,403 General and administrative 9,717 7,786 Total equity-based compensation $ 23,891 $ 17,620 |
Summary of the Unvested Option Activity | A summary of the unvested option activity is as follows: Number of Weighted- Unvested at December 31, 2022 533,173 $ 69.00 Granted 261,288 13.23 Vested (170,507 ) 56.50 Forfeited (110,242 ) 60.63 Unvested at December 31, 2023 513,712 $ 33.49 Number of Weighted- Unvested at December 31, 2022 — $ — Granted 318,440 12.77 Unvested at December 31, 2023 318,440 $ 12.77 | |
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 following table summarizes the weighted average assumptions used to determine the fair value of the Performance-Vesting Options: December 31, 2023 Risk-free rate 3.7 % Dividend yield rate — Volatility 53.7 % Expected term (in years) 10.00 Weighted-average grant date fair value $ 13.00 | |
Time Vesting Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants | The fair value of each award that vests solely based on time as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants for the three months ended March 31, 2023. There were no options granted during the three months ended March 31, 2024: Three months ended March 31, Risk-free rate 3.6 % Dividend yield rate — Volatility 56.4 % Expected term (in years) 5.16 Weighted-average grant date fair value $ 16.00 | The following table summarizes the weighted average assumptions used to determine the fair value of time vested option grants: December 31, 2023 2022 Risk-free rate 3.9 % 3.0 % Dividend yield rate — — Volatility 62.2 % 52.9 % Expected term (in years) 5.18 6.16 Weighted-average grant date fair value $ 13.65 $ 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 three months ended March 31, 2024 and 2023: Three months ended March 31, 2024 2023 Risk-free rate 5.2 % 4.6 % Dividend yield rate — — Volatility 107.5 % 55.3 % Expected term (in years) 0.50 0.50 Weighted-average grant date fair value $ 2.44 $ 7.08 | 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 year ended December 31, 2023: December 31, 2023 Weighted-average risk-free rate 4.7 % Dividend yield rate — Weighted-average volatility 54.4 % Expected term (in years) 0.50 Weighted-average grant date fair value $ 5.32 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Summary of Restructuring Related Liability and Restructuring Costs Activity | The following table summarizes activity in the Company’s restructuring-related liability during the three months ended March 31, 2024 and 2023, respectively (in thousands): Balance at Restructuring Payments / Liability at Employee-related costs $ 18 $ 1,644 $ (1,617 ) $ 45 Total costs $ 18 $ 1,644 $ (1,617 ) $ 45 Balance at Restructuring Payments / Liability at Employee-related costs $ 469 $ 5,387 $ (4,467 ) $ 1,389 Total costs $ 469 $ 5,387 $ (4,467 ) $ 1,389 | The following table summarizes activity in the Company’s restructuring-related liability during the years ended December 31, 2023 and 2022 (in thousands): Balance at Restructuring Payments / Liability at Employee-related costs $ 469 $ 6,497 $ (6,948 ) $ 18 Total costs $ 469 $ 6,497 $ (6,948 ) $ 18 Balance at Restructuring Payments / Liability at Employee-related costs $ — $ 10,047 $ (9,578 ) $ 469 Total costs $ — $ 10,047 $ (9,578 ) $ 469 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Pre-Tax Effects of the Company's Derivative Instruments on its Unaudited Condensed Consolidated Statements of Operations | The following table shows the pre-tax Year Ended Financial Statement Line Item 2023 2022 Unrealized gains (losses) Other comprehensive income (loss) $ (334 ) $ 24 Losses reclassified from accumulated other Cost of revenue $ (101 ) $ (45 ) comprehensive income (loss) into net loss General and administrative (121 ) (63 ) Total amounts reclassified $ (222 ) $ (108 ) Gains (losses) recognized on derivatives Cost of revenue $ (98 ) $ 13 |
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, 2023 2022 Derivatives designated as hedging instruments $ — $ 343 Derivatives not designated as hedging instruments — 119 Total derivative assets $ — $ 462 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 U.S. $ (154,571 ) $ (198,245 ) Foreign 1,967 1,000 Loss before income taxes $ (152,604 ) $ (197,245 ) |
Components of Income Tax Benefit (Provision) | The components of the income tax benefit (provision), net were as follows (in thousands): Year Ended December 31, 2023 2022 Current: Federal $ — $ 31 State and local (113 ) 202 Foreign (115 ) (141 ) $ (228 ) $ 92 Deferred: Federal $ (23 ) $ 1,963 State and local 71 870 Foreign 143 128 191 2,961 Income tax (provision) benefit, net $ (37 ) $ 3,053 |
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, 2023 2022 Federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 2.5 % 3.6 % Valuation allowance on deferred tax assets (17.2 %) (24.2 %) Goodwill impairment (5.5 %) — Equity-based compensation (1.1 %) (1.1 %) Adjustments to prior year provision 0.7 % 1.4 % Note revaluation (0.6 %) — Common stock warrant liability 0.4 % 0.9 % Other (0.2 %) (0.1 %) Effective tax rate — 1.5 % |
Schedule of Components of Deferred Tax Assets and Liabilities | DTAs and DTLs are as follows (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating losses $ 91,585 $ 74,038 Equity-based compensation 13,358 10,652 Inventory 12,339 18,525 Tax basis step-up 11,570 13,240 Capitalized research expense 9,592 6,057 Intangible assets 6,552 4,915 R & D credit carryover 3,886 3,886 Accrued expenses 1,064 1,438 Lease obligations 837 1,663 Accrued employee compensation and benefits 546 4,246 Other 4,517 2,164 Total deferred tax assets 155,846 140,824 Deferred tax liabilities: Property and equipment (5,853 ) (13,377 ) Content assets (4,448 ) (7,408 ) Prepaid expenses (1,969 ) (2,425 ) Right-of-use (750 ) (1,231 ) Total deferred tax liabilities (13,020 ) (24,441 ) Net deferred tax assets before valuation allowance 142,826 116,383 Valuation allowance (142,836 ) (116,564 ) Net deferred tax liabilities $ (10 ) $ (181 ) |
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 December 31, 2023 2022 Unrecognized tax benefits, beginning of year $ 1,044 $ 568 Additions for current year tax positions — 476 Unrecognized tax benefits (excluding interest and penalties), end of year 1,044 1,044 Interest and penalties associated with unrecognized tax benefits — — Unrecognized tax benefits including interest and penalties, end of year $ 1,044 $ 1,044 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Summary of the Computation of Earnings (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 March 31, 2024 2023 Numerator: Net loss $ (14,216 ) $ (29,188 ) Denominator: Weighted-average common shares outstanding, basic and diluted 6,760,771 6,182,811 Net loss per common share, basic and diluted $ (2.10 ) $ (4.72 ) | 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, 2023 2022 Numerator: Net loss $ (152,641 ) $ (194,192 ) Denominator: Weighted-average common shares outstanding, basic and diluted 6,238,777 6,149,784 Net loss per common share, basic and diluted $ (24.47 ) $ (31.58 ) |
Summary of Common Shares That Are Excluded From the Computation of Diluted Net Income (Loss) Per Common Share | The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive: March 31, 2024 2023 Time vested options 811,949 962,179 Performance vested options 318,440 — RSUs 361,599 309,601 Compensation warrants 79,612 79,612 Public and Private Placement Warrants 306,667 306,667 Term Loan Warrants 97,482 94,335 Common Stock Warrants 543,590 — Forest Road Earn-out 75,000 75,000 2,594,339 1,827,394 | 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, 2023 2022 Time Vested Options 839,479 968,293 Performance Vested Options 318,440 — RSUs 301,881 63,184 Compensation warrants 79,612 79,612 Public and Private Placement Warrants 306,667 306,667 Term Loan warrants 97,482 94,335 Common Stock Warrants 543,590 — Forest Road Earn-out 75,000 75,000 2,562,151 1,587,091 |
Parent Only Financial Stateme_2
Parent Only Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Block [Abstract] | |
Condensed Balance Sheet | Condensed Balance Sheet (in thousands, except share data) As of December 31, 2023 Assets Current assets: Cash and cash equivalents $ 25 Prepaid expenses 12 Investment in subsidiaries 463,955 Total current assets 463,992 Total assets $ 463,992 Liabilities and Stockholders’ Equity Current liabilities: Accrued expenses $ 7 Due to subsidiaries 378,100 Total current liabilities 378,107 Warrant liabilities 3,125 Total liabilities 381,232 Stockholders’ equity: Class A: 3,978,356 shares issued and outstanding at December 31, 2023 1 Class X: 2,729,003 shares issued and outstanding at December 31, 2023 1 Additional paid-in 654,657 Accumulated deficit (571,899 ) Total stockholders’ equity 82,760 Total liabilities and stockholders’ equity $ 463,992 |
Condensed Statement of Operations and Comprehensive Loss | Condensed Statement of Operations and Comprehensive Loss (in thousands) Year Ended December 31, 2023 Change in fair value of warrant liabilities $ 2,679 Other income 127 Equity in net loss of subsidiaries (155,507 ) Net loss and total comprehensive loss $ (152,701 ) |
Condensed Statement of Cash Flows | Condensed Statement of Cash Flows (in thousands) Year Ended 2023 Cash flows from operating activities: Net loss $ (152,701 ) Adjustments to reconcile net loss to net cash provided by operating activities: Change in fair value of warrant liabilities (2,679 ) Equity in net loss of subsidiaries 155,507 Changes in operating assets and liabilities: Prepaid expenses 8 Accrued expenses 9 Net cash provided by operating activities 144 Cash flows from investing activities: Net cash used in investing activities — Cash flows from financing activities: Decrease in due to subsidiaries (8,299 ) Proceeds from issuance of common shares in the Employee Stock Purchase Plan 553 Tax withholdings payments for vesting of restricted stock (2,178 ) Proceeds from issuance of Equity Offering, net of issuance costs 4,908 Net cash used in financing activities (5,016 ) Net decrease in cash and cash equivalents (4,872 ) Cash and cash equivalents, beginning of year 4,897 Cash and cash equivalents, end of year $ 25 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||||||
Jan. 09, 2024 USD ($) | Nov. 21, 2023 | Nov. 20, 2023 | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Segment $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 13, 2023 shares | Nov. 24, 2023 $ / shares shares | Jul. 24, 2023 $ / shares | Aug. 08, 2022 $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Common stock shares exchange ratio | 0.02 | |||||||||||
Indefinite-lived Intangible Assets | $ 0 | |||||||||||
Number of warrants issued | shares | 79,612 | |||||||||||
Warrants or rights exercise price per share | $ / shares | $ 126 | |||||||||||
Warrants and rights outstanding, term | 7 years | 10 years | ||||||||||
Change in fair value of warrant liabilities | $ 724,000 | $ (57,000) | $ (2,679,000) | $ (8,322,000) | ||||||||
Investment in equity securities of privately-held company | 1,000,000 | 5,000,000 | ||||||||||
Impairment investment on observable price | 4,000,000 | |||||||||||
Adjustments to the carrying value of equity investment | 0 | |||||||||||
Total advertising expense | $ 9,100,000 | $ 9,000,000 | 31,500,000 | 36,900,000 | ||||||||
Research and development costs | 2,700,000 | 4,400,000 | ||||||||||
Gains (losses) related to recurring measurement and settlement of foreign currency transactions | $ 200,000 | 600,000 | ||||||||||
Number of operating segments | Segment | 2 | |||||||||||
Number of reportable segments | Segment | 1 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Investment sold | $ 1,000,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Number of warrants issued | shares | 543,590 | |||||||||||
Warrants or rights exercise price per share | $ / shares | $ 11.24 | |||||||||||
Term Loan [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Warrants and rights outstanding, term | 7 years | |||||||||||
Term Loan [Member] | Subsequent Event [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Investment in equity securities of privately-held company | $ 1,000,000 | |||||||||||
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 | ||||||||||
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 | $ 37,100,000 | 32,800,000 | ||||||||||
Minimum [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Common stock shares exchange ratio | 0.1 | |||||||||||
Estimated useful lives of assets | 2 years | |||||||||||
Maximum [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Common stock shares exchange ratio | 0.02 | |||||||||||
Estimated useful lives of assets | 7 years | |||||||||||
Maximum [Member] | Common Class A [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Class of warrants of rights outstanding | shares | 122,821 | |||||||||||
Maximum [Member] | Buildings [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Estimated useful lives of assets | 39 years | |||||||||||
Second Amendment [Member] | Term Loan [Member] | Common Class A [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Number of warrants issued | shares | 97,482 | |||||||||||
Second Amendment [Member] | Minimum [Member] | Term Loan [Member] | Common Class A [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Warrants or rights exercise price per share | $ / shares | $ 20.5 | |||||||||||
Second Amendment [Member] | Maximum [Member] | Term Loan [Member] | Common Class A [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Warrants or rights exercise price per share | $ / shares | $ 92.5 | |||||||||||
Public Warrants [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Class of warrants of rights outstanding | shares | 200,000 | 200,000 | ||||||||||
Warrants or rights exercise price per share | $ / shares | $ 575 | $ 575 | ||||||||||
Private Placement Warrants [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Class of warrants of rights outstanding | shares | 106,667 | 106,667 | ||||||||||
Warrants or rights exercise price per share | $ / shares | $ 575 | $ 575 | ||||||||||
Shipping Connected Fitness and Nutrition and Other Product [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Shipping costs | $ 22,500,000 | $ 35,400,000 | ||||||||||
Common Stock [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Common stock shares exchange ratio | 0.02 | |||||||||||
ASU 2021-08 [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||||||
Change in accounting principle, accounting standards update adoption date | Jan. 01, 2023 | |||||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||||||
ASU 2022-04 [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | 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 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue | $ 120,046 | $ 144,901 | $ 527,109 | $ 692,199 | ||||
United States [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue | 106,750 | 130,877 | 473,465 | 620,942 | ||||
Rest of world [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue | $ 13,296 | [1] | $ 14,024 | [1] | $ 53,644 | [2] | $ 71,257 | [2] |
[1]Consists of Canada, United Kingdom, and France. Other than Canada at 10.2% during the three months ended March 31, 2024, no single country accounted for more than 10% of total revenue during the three months ended March 31, 2024 and 2023.[2]Consists of Canada, United Kingdom and France. Other than the United Sates, 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 | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract with customer liability, Current | $ 49.8 | $ 53.1 | $ 95.6 | $ 106.5 | $ 107.1 |
Revenue - Additional Informat_2
Revenue - Additional Information (Details)1 - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Mar. 31, 2024 | Dec. 31, 2023 |
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligation, percentage | 89% | 95% |
Revenue remaining performance obligation expected timing | 12 months | 12 months |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | $ 462 | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | Other Assets, Noncurrent |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | 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 | $ 415 | ||
Fair Value, Recurring [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 462 | ||
Total assets | $ 4,250 | $ 4,250 | 462 |
Fair Value, Recurring [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities | 3,849 | 3,125 | 1,333 |
Fair Value, Recurring [Member] | Restricted short-term investments [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 4,250 | 4,250 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | 415 | ||
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | 19 | 17 | |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | 10 | 9 | 107 |
Fair Value, Recurring [Member] | Term Loan Warrants [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | 493 | 392 | $ 1,226 |
Fair Value, Recurring [Member] | Common Stock Warrants [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | $ 3,327 | $ 2,707 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 24, 2023 | Jul. 24, 2023 | Aug. 08, 2022 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Restricted short-term investments | $ 4,250 | $ 4,250 | ||||
Warrants or rights exercise price per share | $ 126 | |||||
Class A Common Stock [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Warrants or rights exercise price per share | $ 11.24 | |||||
Term Loan [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair value of warrant liabilities | $ 5,200 | |||||
Term Loan [Member] | Class A Common Stock [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Warrants or rights exercise price per share | $ 92.5 | $ 20.5 | $ 92.5 | |||
Private Placement Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Class of warrants of rights outstanding | 106,667 | 106,667 | ||||
Warrants or rights exercise price per share | $ 575 | $ 575 | ||||
Public Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Class of warrants of rights outstanding | 200,000 | 200,000 | ||||
Warrants or rights exercise price per share | $ 575 | $ 575 | ||||
Term Loan Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair value of warrant liabilities | $ 800 | |||||
Restricted short-term investments [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Restricted short-term investments | $ 4,300 | $ 4,300 | ||||
Investments maturity date | Jul. 26, 2024 | Jul. 26, 2024 | ||||
Investments interest rate | 4.80% | 4.80% |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Significant Assumptions Utilized in the Valuation (Details) | Mar. 31, 2024 yr | Dec. 31, 2023 yr | Dec. 31, 2022 yr |
Private Placement Warrants [Member] | Risk-free Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0.045 | 0.041 | 0.042 |
Private Placement Warrants [Member] | Dividend Yield Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0 | 0 | 0 |
Private Placement Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 1 | 0.976 | 0.75 |
Private Placement Warrants [Member] | Contractual Term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 2.23 | 2.48 | 3.49 |
Private Placement Warrants [Member] | Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 575 | 575 | 575 |
Public Warrants [Member] | Risk-free Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0.045 | 0.041 | |
Public Warrants [Member] | Dividend Yield Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0 | 0 | |
Public Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 1 | 0.976 | |
Public Warrants [Member] | Contractual Term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 2.23 | 2.48 | |
Public Warrants [Member] | Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 575 | 575 | |
Term Loan Warrants [Member] | Risk-free Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0.042 | 0.038 | 0.04 |
Term Loan Warrants [Member] | Dividend Yield Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0 | 0 | 0 |
Term Loan Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0.774 | 0.745 | 0.75 |
Term Loan Warrants [Member] | Contractual Term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 5.35 | 5.6 | 6.61 |
Term Loan Warrants [Member] | Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 20.5 | 20.5 | 92.5 |
Common Stock Warrants [Member] | Risk-free Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0.042 | 0.038 | |
Common Stock Warrants [Member] | Dividend Yield Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0 | 0 | |
Common Stock Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0.781 | 0.752 | |
Common Stock Warrants [Member] | Contractual Term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 5.2 | 5.44 | |
Common Stock Warrants [Member] | Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 11.24 | 11.24 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of the Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Private Placement Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | $ 9 | $ 107 | $ 107 | $ 2,133 |
Change in fair value | $ 1 | $ (54) | $ (98) | $ (2,026) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Balance, end of period | $ 10 | $ 53 | $ 9 | $ 107 |
Public Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | 17 | 415 | 415 | 2,701 |
Change in fair value | $ 2 | $ 185 | $ (398) | $ (2,286) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Balance, end of period | $ 19 | $ 600 | $ 17 | $ 415 |
Term Loan Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | 392 | 1,226 | 1,226 | 0 |
Change in fair value | $ 101 | $ (188) | $ (1,636) | $ (4,010) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Balance, end of period | $ 493 | $ 1,038 | $ 392 | $ 1,226 |
Issued in connection with Equity Offering / Issued in Connection with Term Loan | 0 | 5,236 | ||
Amended in connection with Second Amendment | 802 | $ 0 | ||
Common Stock Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | 2,707 | $ 0 | 0 | |
Change in fair value | $ 620 | $ (548) | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | |
Balance, end of period | $ 3,327 | $ 2,707 | $ 0 | |
Issued in connection with Equity Offering / Issued in Connection with Term Loan | $ 3,255 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Fair Value, Assets Measured on Nonrecurring Basis Using Unobservable Inputs (Details) - Fair Value, Nonrecurring [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 86,166 |
Total Losses | (47,092) |
Goodwill [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | 85,166 |
Total Losses | (40,000) |
Other Investments [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | 1,000 |
Total Losses | (4,000) |
Intangible Assets [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | 0 |
Total Losses | $ (3,092) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | |||
Raw materials and work in process | $ 9,763 | $ 10,354 | $ 13,380 |
Finished goods | 11,044 | 14,622 | 40,680 |
Total inventory | $ 20,807 | $ 24,976 | $ 54,060 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory [Line Items] | ||||
Inventory Write-down | $ 0.6 | $ 2.7 | $ 10.6 | $ 39.8 |
Nutrition And Other [Member] | ||||
Inventory [Line Items] | ||||
Inventory Write-down | (0.3) | 1.3 | 3.4 | 11.6 |
Connected Fitness [Member] | ||||
Inventory [Line Items] | ||||
Inventory Write-down | $ 0.9 | $ 1.4 | $ 7.2 | $ 28.1 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Other Current Assets [Abstract] | |||
Deferred Partner costs | $ 36,734 | $ 36,169 | $ 31,270 |
Deposits | 2,107 | 6,788 | 4,527 |
Accounts receivable, net | 1,613 | 1,270 | 866 |
Other | 1,994 | 1,696 | 2,585 |
Total other current assets | $ 42,448 | $ 45,923 | $ 39,248 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 262,886 | $ 266,346 | $ 276,900 |
Less: Accumulated depreciation | (226,326) | (221,291) | (202,753) |
Total property and equipment, net | 36,560 | 45,055 | 74,147 |
Computer software and web development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 229,436 | 229,527 | 236,533 |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 23,945 | 23,738 | 24,240 |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 0 | 5,158 | 5,158 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,600 | 4,600 | 4,600 |
Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,166 | 1,166 | 1,222 |
Computer software and web development projects In-process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 3,739 | $ 2,157 | $ 5,147 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 29, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Net carrying value | $ 36,560,000 | $ 45,055,000 | $ 74,147,000 | |
Proceed from sale of plant and equipment | 5,600,000 | |||
Net loss recognized | 784,000 | 1,200,000 | ||
Annual lease base rate | 2,459,000 | 2,991,000 | ||
Lease right-of-use asset | 3,100,000 | 5,000,000 | ||
Lease liability | 3,258,000 | 5,300,000 | ||
Operating lease costs | 2,097,000 | $ 2,150,000 | ||
Disposal of property and equipment | 0 | |||
Van Nuys Production Facility [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Net carrying value | $ 4,800,000 | $ 4,800,000 | ||
Proceed from sale of plant and equipment | 6,200,000 | |||
Net loss recognized | $ 800,000 | |||
Lease term | 5 years | |||
Annual lease base rate | $ 300,000 | |||
Annual base rate increase percentage | 3% | |||
Lease right-of-use asset | $ 1,300,000 | |||
Lease liability | $ 1,300,000 | |||
Discount rate | 12.50% | |||
Operating lease costs | $ 100,000 | |||
Van Nuys Production Facility [Member] | Subsequent Event [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceed from sale of plant and equipment | $ 6,200,000 | |||
Lease term | 5 years | |||
Annual lease base rate | $ 300,000 |
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 | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 5,378 | $ 9,436 | $ 34,460 | $ 56,593 |
Cost of revenue [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 2,058 | 4,932 | 17,994 | 27,137 |
Selling and Marketing [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 381 | |||
Enterprise technology and development [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 3,320 | 4,503 | 16,463 | 28,833 |
General and administrative [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 0 | $ 1 | $ 3 | $ 242 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | |||
Employee compensation and benefits | $ 10,351 | $ 4,334 | $ 20,584 |
Partner costs | 9,345 | 13,971 | 14,535 |
Inventory, shipping and fulfillment | 5,663 | 6,869 | 11,687 |
Sales and other taxes | 3,697 | 3,963 | 4,818 |
Advertising | 2,645 | 872 | 1,176 |
Information technology | 2,609 | 3,176 | 2,207 |
Customer service expenses | 369 | 437 | 956 |
Other accrued expenses | 6,045 | 8,525 | 8,467 |
Total accrued expenses | $ 40,724 | $ 42,147 | $ 64,430 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Oct. 06, 2023 | Sep. 29, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||
Advertising costs | $ 9,100,000 | $ 9,000,000 | $ 31,500,000 | $ 36,900,000 | ||
Financing Agreement with IPFS [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Financing agreement amount | $ 2,500,000 | |||||
Financing agreement term | 10 months | |||||
Financing agreement first payment due date | Nov. 01, 2023 | |||||
Percentage of interest rate on agreement | 8.83% | |||||
Financing Agreement with IPFS [Member] | Other Current Liabilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Financing agreement outstanding amount | 1,000,000 | 1,800,000 | ||||
Financing Agreement with FIF [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Financing agreement amount | $ 2,000,000 | |||||
Financing agreement term | 9 months | |||||
Financing agreement first payment due date | Nov. 01, 2023 | |||||
Percentage of interest rate on agreement | 8.75% | |||||
Financing Agreement with FIF [Member] | Other Current Liabilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Financing agreement outstanding amount | $ 700,000 | $ 1,400,000 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Oct. 01, 2023 | Oct. 01, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill, beginning of year | $ 125,166 | $ 125,166 | $ 125,166 | $ 125,166 | ||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 | (40,000) | 0 |
Goodwill, end of year | $ 85,166 | $ 125,166 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Oct. 01, 2023 | Oct. 01, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||||||||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 | $ 0 | $ 40,000 | $ 0 | ||
Accumulated goodwill impairment | $ 92,600 | $ 92,600 | ||||||
Percentage of decline in stock price | 45% | 68% | ||||||
Percentage of decline in revenue | 24% | |||||||
Goodwill | $ 85,166 | $ 85,166 | $ 125,166 | $ 125,166 | ||||
Valuation Technique, Discounted Cash Flow [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Percentage of fair value reporting units | 50% | |||||||
Valuation Methodologies One [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Percentage of fair value reporting units | 25% | |||||||
Valuation Methodologies Two [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Percentage of fair value reporting units | 25% |
Content Assets, Net - Summary o
Content Assets, Net - Summary of Film Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Film, Monetized on Its Own, Capitalized Cost [Abstract] | ||
Released, less amortization | $ 21,134 | $ 34,713 |
In production | 225 | 175 |
Content assets, net | $ 21,359 | $ 34,888 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) shares in Billions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 07, 2022 | Jun. 24, 2021 | |
Product Liability Contingency [Line Items] | |||||
Royalty payments | $ 1,200,000 | $ 4,600,000 | |||
Operating lease expiring term | leases facilities under noncancelable operating leases expiring through 2029 | 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 nine months ending December 31, 2024 | $ 1,800,000 | ||||
Payments in 2025 | 1,000,000 | ||||
Payments in total thereafter through 2027 | $ 2,000,000 | ||||
Losses on inventory purchase commitments | $ 0 | $ 2,700,000 | |||
Common Class A [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Increase in number of authorized shares | 1.3 | ||||
Letter Issued by General Corporation Law of State of Delaware For Shares Not Approved [Member] | Common Class A [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 | Mar. 31, 2024 | Dec. 31, 2023 |
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||
Nine months ending December 31, 2024 | $ 18,489 | |
Year ending December 31, 2025 | 2,106 | $ 17,452 |
Year ending December 31, 2026 | 324 | 1,475 |
Year ending December 31, 2027 | 75 | 100 |
Year ending December 31, 2028 | 75 | 75 |
Year ended December 31, 2028 | 75 | |
Purchase Obligation | $ 21,069 | $ 19,177 |
Content Assets, Net - Additiona
Content Assets, Net - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Entertainment, Film [Abstract] | ||
Film, Monetized on Its Own, Released Film, Expected Amortization, Year One | $ 14.4 | |
Film, Monetized on Its Own, Released Film,Percentage Of Expected Amortization | 100 | |
Film, Monetized on Its Own, Amortization Expense | $ 23.8 | $ 24.3 |
Film, Monetized on Its Own, Amortization Expense, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Expenses | Operating Expenses |
Content assets maximum amortization term | 3 years | |
Modified content assets amortization cost | $ 2.1 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Intangible Assets, Gross | $ 105,050 | $ 105,050 |
Accumulated Amortization and Impairment | (105,050) | (96,845) |
Intangible Assets, Net | 0 | 8,204 |
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) | (300) |
Intangible Assets, Net | 0 | |
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 | (21,100) | (14,800) |
Intangible Assets, Net | 0 | 6,300 |
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 | (20,200) | (19,400) |
Intangible Assets, Net | 0 | 800 |
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) |
Intangible Assets, Net | 0 | |
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 | (1,950) | (1,146) |
Intangible Assets, Net | 0 | 804 |
Trade Names [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Intangible Assets, Gross | 51,200 | 51,200 |
Accumulated Amortization and Impairment | (51,200) | (50,900) |
Intangible Assets, Net | $ 0 | $ 300 |
Intangible Assets, Net (Additio
Intangible Assets, Net (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Non-cash impairment charge | $ 3,092 | $ 19,907 |
Amortization expense of intangible assets | 5,100 | 18,300 |
Customer Relationships Developed Technology and Trade Secrets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cash impairment charge | 3,100 | |
Intangible assets, net | $ 0 | |
Non-cash impairment charge | 18,900 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Non-cash impairment charge | 1,000 | |
Finite-lived intangible assets useful life | 2 years | |
Trade Names [Member] | Selling and Marketing Expense [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible assets | $ 300 | $ 7,500 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Apr. 05, 2024 | Feb. 29, 2024 | Jan. 09, 2024 | Jul. 24, 2023 | Aug. 08, 2022 | Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||||
Borrowings outstanding | $ 28,278,000 | $ 35,095,000 | |||||||||
Irrevocable standby letter of credit | 100,000 | 100,000 | |||||||||
Interest expense | 1,875,000 | $ 2,331,000 | $ 8,874,000 | $ 3,368,000 | |||||||
Number of warrants issued | 79,612 | ||||||||||
Class of warrants or rights exercise price per share | $ 126 | ||||||||||
Warrants and rights outstanding, term | 7 years | 10 years | |||||||||
Loss on partial debt extinguishment | (1,209,000) | $ (3,168,000) | 0 | ||||||||
Paid in kind interest | $ 214,000 | $ 374,000 | $ 1,310,000 | 598,000 | |||||||
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% | 5% | |||||||||
Before 2nd Anniversary [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of repayment of debt instrument | 3% | 3% | |||||||||
Before 3rd Anniversary [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of repayment of debt instrument | 2% | 2% | |||||||||
After 3rd Anniversary [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of repayment of debt instrument | 0% | 0% | |||||||||
Common Class A [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of warrants issued | 543,590 | ||||||||||
Class of warrants or rights exercise price per share | $ 11.24 | ||||||||||
Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit line | $ 50,000,000 | ||||||||||
Borrowings outstanding | $ 28,900,000 | $ 35,500,000 | |||||||||
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 | $ 1,800,000 | $ 8,800,000 | $ 3,400,000 | |||||||
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 through March 31, 2024 | $ 17,000,000 | $ 19,000,000 | |||||||||
Financial covenants, minimum liquidity levels required, thereafter and prior to December 31, 2025 | $ 22,000,000 | $ 24,000,000 | $ 25,000,000 | ||||||||
Third-party debt issuance costs | $ 4,200,000 | ||||||||||
Warrants vesting percentage first year | 30% | ||||||||||
Warrants vesting percentage second year | 30% | ||||||||||
Warrants vesting percentage third year | 20% | ||||||||||
Warrants vesting percentage fourth year | 20% | ||||||||||
Warrants and rights outstanding, term | 7 years | ||||||||||
Fair value of warrant liabilities | $ 5,200,000 | ||||||||||
Annual amortization, periodic payment | quarterly | ||||||||||
Principal payments on Term Loan for first year | $ 1,300,000 | ||||||||||
Principal payments on Term Loan Thereafter | 2,500,000 | ||||||||||
Increase in rate of interest | 2% | 2% | |||||||||
Percentage of repayment of debt instrument | 3% | 3% | 5% | ||||||||
Partial prepayment on term loan | $ 5,500,000 | $ 1,000,000 | $ 15,000,000 | ||||||||
Write off of unamortized debt discount and debt issuance costs | 800,000 | 200,000 | 2,400,000 | ||||||||
Loss on partial debt extinguishment | (1,000,000) | $ (200,000) | $ (3,200,000) | $ (3,200,000) | |||||||
Partial prepayment premium | 200,000 | 800,000 | |||||||||
Paid in kind interest | 500,000 | ||||||||||
Paid in kind interest | $ 500,000 | ||||||||||
Term Loan [Member] | Previously reported [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Third-party debt issuance costs | $ 4,500,000 | ||||||||||
Term Loan [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowings outstanding | 28,600,000 | ||||||||||
Percentage of repayment of debt instrument | 3% | ||||||||||
Partial prepayment on term loan | $ 1,000,000 | ||||||||||
Partial prepayment premium | $ 4,000,000 | $ 5,500,000 | $ 1,000,000 | ||||||||
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 | ||||||||
Increase in number of shares purchased upon exercise | 97,482 | ||||||||||
Term Loan [Member] | Paid in Kind [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of interest paid in kind | 1% | ||||||||||
Term Loan [Member] | Secured Overnight Financing Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of interest rate on agreement | 6.15% | ||||||||||
Percentage of interest rate during period | 7.15% | ||||||||||
Debt instrument, effective interest rate | 21.83% | ||||||||||
Debt instrument, cash interest rate | 12.65% | 12.29% | |||||||||
Percentage of interest paid in kind | 3% | ||||||||||
Term Loan [Member] | Secured Overnight Financing Rate [Member] | Paid in Kind [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of interest paid in kind | 3% | ||||||||||
Term Loan [Member] | Secured Overnight Financing Rate [Member] | Floor Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of interest rate during period | 1% | ||||||||||
Term Loan [Member] | Federal Funds Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of interest rate during period | 0.50% | ||||||||||
Term Loan [Member] | One Month SOFR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of interest rate during period | 1% | ||||||||||
Term Loan [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, additional amount of incremental facility | $ 25,000,000 | ||||||||||
Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Irrevocable standby letter of credit | $ 100,000 | $ 100,000 | |||||||||
Debt instrument, maturity date | Dec. 06, 2024 | Dec. 06, 2024 | |||||||||
Debt instrument, maturity date description | This letter of credit expires on December 6, 2024 and is automatically extended for one-year terms unless notice of non-renewal is provided 60 days prior to the end of the applicable term. | This letter of credit expires on December 6, 2024and is automatically extended for one-year terms unless notice of non-renewal is provided 60 days prior to the end of the applicable term. |
Debt - Schedule of Aggregate Am
Debt - Schedule of Aggregate Amounts of Payments Due and Reconciliation of Debt Balances, Net of Debt Discount and Debt Issuance Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | |||
Nine months ending December 31, 2024 | $ 5,250 | ||
Year ending December 31, 2025 | 2,500 | $ 8,068 | |
Year ending December 31, 2026 | 20,528 | 2,500 | |
Year ending December 31, 2026 | 24,527 | ||
Total debt | 28,278 | 35,095 | |
Less current portion | (5,875) | (8,068) | $ (1,250) |
Less unamortized debt discount and debt issuance costs | (4,361) | (5,960) | |
Add capitalized paid-in-kind interest | 638 | 424 | |
Total long-term debt | $ 18,680 | $ 21,491 | $ 39,735 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 29, 2024 | Nov. 30, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease expiring term | leases facilities under noncancelable operating leases expiring through 2029 | 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 | $ 3,258 | $ 5,300 | |||
Operating lease, right-of-use asset | $ 3,100 | $ 5,000 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Lease Right Of Use Asset | Lease Right Of Use Asset | |||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities | Lease Liabilities | |||
Finance lease, right-of-use asset | $ 0 | $ 100 | |||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Lease Right Of Use Asset | Lease Right Of Use Asset | |||
Annual lease base rate | $ 2,459 | $ 2,991 | |||
Finance Lease, Liability, Current | $ 0 | $ 100 | |||
Van Nuys Production Facility [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease liabilities | $ 1,300 | ||||
Operating lease, right-of-use asset | $ 1,300 | ||||
Lease term | 5 years | ||||
Annual lease base rate | $ 300 | ||||
Subsequent Event [Member] | Van Nuys Production Facility [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term | 5 years | ||||
Annual lease base rate | $ 300 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance lease costs: | ||
Amortization of right-of-use asset | $ 73 | $ 192 |
Interest on lease liabilities | 2 | 8 |
Operating lease costs | 2,097 | 2,150 |
Short-term lease costs | 18 | 202 |
Variable lease costs | 301 | 566 |
Short-term sublease income | (32) | (127) |
Total lease costs | $ 2,459 | $ 2,991 |
Leases - Summary of Lease Other
Leases - Summary of Lease Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | $ 2 | $ 8 |
Operating cash flows from operating leases | 2,319 | 2,195 |
Financing cash flows from finance leases | 121 | 153 |
Right-of-use asset obtained in exchange for new operating lease liabilities | $ 0 | $ 420 |
Weighted-average remaining lease term - finance leases | 3 months 18 days | 1 year 3 months 18 days |
Weighted-average remaining lease term - operating leases | 2 years 3 months 18 days | 2 years 10 months 24 days |
Weighted-average discount rate - finance leases | 4% | 4% |
Weighted-average discount rate - operating leases | 4.10% | 4.50% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating and Finance Lease Liabilities, Excluding Short-term Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
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 | 3,610 | |
Operating Leases, Less present value discount | (352) | |
Operating lease liabilities | 3,258 | $ 5,300 |
Finance Leases, Year ended December 31, 2024 | 2 | |
Finance Leases, Year ended December 31, 2025 | 0 | |
Finance Leases, Year ended December 31, 2026 | 0 | |
Finance Leases, Year ended December 31, 2027 | 0 | |
Finance Leases, Total | 2 | |
Finance Leases, Less present value discount | 0 | |
Finance lease liabilities | 2 | |
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 | 3,612 | |
Less present value discount | (352) | |
Lease liabilities at December 31, 2023 | $ 3,260 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 12, 2024 shares | Dec. 13, 2023 shares | Dec. 10, 2023 USD ($) $ / shares shares | Nov. 21, 2023 | Nov. 20, 2023 | Jun. 15, 2023 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares | |
Number of shares authorized | 2,000,000,000 | 2,000,000,000 | |||||||||
Par value of shares authorized | $ / shares | $ 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 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. | |||||||||
Issuance and sale of shares | 420,769 | ||||||||||
Common stock dividends declared | $ | $ 0 | $ 0 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 126 | ||||||||||
Reverse stock split term | At the 2023 Annual Shareholder Meeting, which was held on November 20, 2023, our stockholders approved an amendment to our second amended and restated certificate of incorporation to effect a reverse stock split of all of our issued and outstanding common stock by a ratio in the range of 1-for-10 to 1-for-50. On November 21, 2023, we effected a 1-for-50 reverse stock split of our issued and outstanding common stock. The reverse stock split ratio and the implementation and the timing of the reverse stock split were determined by our Board. The reverse stock split did not change the authorized number of shares or the par value of our common stock or preferred stock, but did effect a proportional adjustment to the number of common stock outstanding, the per share exercise price and the number of shares of common stock issuable upon the exercise of outstanding stock options, the number of shares of common stock issuable upon the vesting of restricted stock awards (“RSU’s”), the number of shares of common stock under the Employee Stock Purchase Plan (the “ESPP”), the conversion rate of our outstanding warrants into common stock and the number of shares of common stock eligible for issuance under our 2021 Stock Plan (the “2021 Plan”). No fractional shares were issued in connection with the reverse stock split. Each stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. | At the 2023 Annual Shareholder Meeting, which was held on November 20, 2023, our stockholders approved an amendment to our second amended and restated certificate of incorporation to effect a reverse stock split of all of our issued and outstanding common stock by a ratio in the range of 1-for-10 to 1-for-50. On November 21, 2023, we effected a 1-for-50 reverse stock split of our issued and outstanding common stock. The reverse stock split ratio and the implementation and the timing of the reverse stock split were determined by our Board. The reverse stock split did not change the authorized number of shares or the par value of our common stock or preferred stock, but did effect a proportional adjustment to the number of common stock outstanding, the per shareexercise price and the number of shares of common stock issuable upon the exercise of outstanding stock options, the number of shares of common stock issuable upon the vesting of restricted stock awards (“RSU’s”), the number of shares of common stock under the Employee Stock Purchase Plan (the “ESPP”), the conversion rate of our outstanding warrants into common stock and the number of shares of common stock eligible for issuance under our 2021 Stock Plan (the “2021 Plan”). No fractional shares were issued in connection with the reverse stock split. Each stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. | |||||||||
Reverse stock split | 0.02 | ||||||||||
Warrant expiry date | Jun. 13, 2029 | ||||||||||
Change in FV of warrant liabilities | $ | $ 724 | $ (57) | $ (2,679) | $ (8,322) | |||||||
Gross proceeds from common stock warrants | $ | $ 3,300 | ||||||||||
The Forfeiture Agreement [Member] | |||||||||||
Number of shares, forfeited | 160,000 | ||||||||||
Consideration paid for forfeiture of shares | $ | $ 0 | ||||||||||
Minimum [Member] | |||||||||||
Reverse stock split | 0.1 | ||||||||||
Maximum [Member] | |||||||||||
Reverse stock split | 0.02 | ||||||||||
Common Stock [Member] | |||||||||||
Reverse stock split | 0.02 | ||||||||||
Gross proceeds from common stock warrants | $ | 1,600 | ||||||||||
Pre-Funded Warrants [Member] | |||||||||||
Change in FV of warrant liabilities | $ | 3,300 | ||||||||||
Gross proceeds from common stock warrants | $ | 400 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Proceeds from issuance, net of placement agent fees | $ | $ 4,900 | ||||||||||
Securities Purchase Agreement [Member] | Pre-Funded Warrants [Member] | |||||||||||
Shares issued issue price per share | $ / shares | $ 9.7499 | ||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 0.0001 | ||||||||||
Securities Purchase Agreement [Member] | Pre-Funded Warrants [Member] | Maximum [Member] | |||||||||||
Issuance and sale of shares | 122,821 | ||||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||||
Issuance and sale of shares | 543,590 | ||||||||||
Private Placement [Member] | Pre-Funded Warrants [Member] | |||||||||||
Issuance and sale of shares | 543,590 | ||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 11.24 | ||||||||||
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 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Class of warrants or rights exercise price per share | $ / shares | $ 11.24 | ||||||||||
Common Class A [Member] | The Forfeiture Agreement [Member] | |||||||||||
Number of shares, forfeited | 63,999 | ||||||||||
Common Class A [Member] | Pre-Funded Warrants [Member] | |||||||||||
Conversion of stock, shares converted | 122,821 | ||||||||||
Common Class A [Member] | Pre-Funded Warrants [Member] | Subsequent Event [Member] | |||||||||||
Conversion of stock, shares converted | 122,821 | ||||||||||
Common Class A [Member] | Securities Purchase Agreement [Member] | |||||||||||
Issuance and sale of shares | 420,769 | ||||||||||
Shares issued issue price per share | $ / shares | $ 9.75 | ||||||||||
Common Class C [Member] | |||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common Class X [Member] | |||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||
Common stock shares voting rights | ten votes | ten votes | |||||||||
Common Class X [Member] | The Forfeiture Agreement [Member] | |||||||||||
Number of shares, forfeited | 96,001 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 |
Stockholders' Equity - Summariz
Stockholders' Equity - Summarize Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||||
Unrealized Gain (Loss) on Derivatives, Balances at Beginning | $ (7) | $ 131 | $ 131 | $ (32) |
Unrealized Gain (Loss) on Derivatives, Other comprehensive income (loss) before reclassifications | (101) | (334) | 24 | |
Unrealized Gain (Loss) on Derivatives, Amounts reclassified from accumulated other comprehensive income (loss) | 64 | (87) | 222 | 108 |
Unrealized Gain (Loss) on Derivatives, Tax effect | 16 | (46) | (26) | 31 |
Unrealized Gain (Loss) on Derivatives, Balance at Ending | 73 | (103) | (7) | 131 |
Foreign Currency Translation Adjustment, Balances at Beginning | (16) | (94) | (94) | 11 |
Foreign Currency Translation Adjustment, Other comprehensive income (loss) before reclassifications | (42) | 10 | 78 | (105) |
Foreign Currency Translation Adjustment, Balance at Ending | (58) | (84) | (16) | (94) |
Balances at Beginning | (23) | 37 | 37 | (21) |
Other comprehensive income (loss) before reclassifications | (42) | (91) | (256) | (81) |
Amounts reclassified from accumulated other comprehensive income (loss) | 64 | (87) | 222 | 108 |
Tax effect | 16 | (46) | (26) | 31 |
Balance at Ending | $ 15 | $ (187) | $ (23) | $ 37 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summarize Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||||
Unrealized Gain (Loss) on Derivatives, Balances at Beginning | $ (7) | $ 131 | $ 131 | $ (32) |
Unrealized Gain (Loss) on Derivatives, Other comprehensive income (loss) before reclassifications | (101) | (334) | 24 | |
Unrealized Gain (Loss) on Derivatives, Amounts reclassified from accumulated other comprehensive income (loss) | 64 | (87) | 222 | 108 |
Unrealized Gain (Loss) on Derivatives, Tax effect | 16 | (46) | (26) | 31 |
Unrealized Gain (Loss) on Derivatives, Balance at Ending | 73 | (103) | (7) | 131 |
Foreign Currency Translation Adjustment, Balances at Beginning | (16) | (94) | (94) | 11 |
Foreign Currency Translation Adjustment, Other comprehensive income (loss) before reclassifications | (42) | 10 | 78 | (105) |
Foreign Currency Translation Adjustment, Balance at Ending | (58) | (84) | (16) | (94) |
Balances at Beginning | (23) | 37 | 37 | (21) |
Other comprehensive income (loss) before reclassifications | (42) | (91) | (256) | (81) |
Amounts reclassified from accumulated other comprehensive income (loss) | 64 | (87) | 222 | 108 |
Tax effect | 16 | (46) | (26) | 31 |
Balance at Ending | $ 15 | $ (187) | $ (23) | $ 37 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Jun. 15, 2023 $ / shares shares | May 31, 2023 | May 31, 2022 | Mar. 31, 2024 USD ($) Employee $ / shares shares | Sep. 30, 2023 Employee | Mar. 31, 2023 USD ($) Employee | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Jan. 01, 2024 shares | Sep. 14, 2023 $ / shares shares | Jun. 14, 2023 shares | Jan. 01, 2023 shares | Jun. 25, 2021 shares | Dec. 31, 2020 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Intrinsic value of options exercised | $ | $ 0 | $ 800,000 | ||||||||||||
Unrecognized equity-based compensation expense | $ | 33,100,000 | |||||||||||||
Payment, fair value of tax withholding and remitted taxes share-based payment arrangement | $ | $ 206,000 | $ 2,128,000 | $ 2,178,000 | $ 183,000 | ||||||||||
Weighted-average remaining period | 2 years 4 months 28 days | |||||||||||||
Number of employees terminated | Employee | 40 | 25 | 100 | |||||||||||
Reduction to equity-based compensation expense | $ | $ 500,000 | $ 600,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Consecutive trading days | 30 days | |||||||||||||
Vesting percentage exercisable of the first four anniversaries | 25% | |||||||||||||
Number of warrants issued | 79,612 | |||||||||||||
Warrants or rights exercise price per share | $ / shares | $ 126 | |||||||||||||
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 | ||||||||||||
Unvested | 318,440 | |||||||||||||
Warrant [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of warrants exercisable | 79,612 | |||||||||||||
Warrants will be recognized over the requisite service period | 4 years 3 months | |||||||||||||
Common Class A [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 | ||||||||||
Number of warrants issued | 543,590 | |||||||||||||
Warrants or rights exercise price per share | $ / shares | $ 11.24 | |||||||||||||
Time Vesting Options [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option vest based on continued service | 159,221 | |||||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Reduction to equity-based compensation expense | $ | $ 1,000,000 | |||||||||||||
2021 Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation number of shares available for grant | 508,629 | 254,995 | 254,995 | |||||||||||
Payment, fair value of tax withholding and remitted taxes share-based payment arrangement | $ | $ 200,000 | $ 2,200,000 | $ 200,000 | |||||||||||
Maximum percentage of annual increase in shares available for issuance of awards | 5% | |||||||||||||
Fair value of awards vested | $ | $ 9,600,000 | 14,400,000 | ||||||||||||
Inducement Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation number of shares available for grant | 477,661 | |||||||||||||
Inducement Plan [Member] | Common Class A [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation number of shares available for grant | 477,661 | |||||||||||||
Employee Stock [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation number of shares available for grant | 137,976 | |||||||||||||
Common stock at a price equal | 85% | |||||||||||||
Common stock issued | 47,257 | |||||||||||||
Average price per share | $ / shares | $ 13.78 | |||||||||||||
Maximum percentage of annual increase in shares available for issuance of awards | 1% | |||||||||||||
Maximum [Member] | Time Vesting Options [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] | 2021 Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation number of shares available for grant | 335,295 | 312,162 | 608,851 | |||||||||||
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 | |||||||||||||
Minimum [Member] | Time Vesting Options [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 | |||||||||||||
RSUs [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Fair value of RSU, vested | $ | $ 1,800,000 | $ 5,900,000 | $ 7,900,000 | $ 2,200,000 | ||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||||||||||
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 | $ 22.02 | |||||||||||||
Number of options exercisable | 0 | |||||||||||||
Option vest based on performance | 318,440 | |||||||||||||
Performance Vesting Options [Member] | Vesting Tranche One [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of options vested | 79,610 | |||||||||||||
Share Price | $ / shares | $ 50 | |||||||||||||
Performance Vesting Options [Member] | Vesting Tranche Two [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of options vested | 79,610 | |||||||||||||
Share Price | $ / shares | $ 75 | |||||||||||||
Performance Vesting Options [Member] | Vesting Tranche Three [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of options vested | 79,610 | |||||||||||||
Share Price | $ / shares | $ 100 | |||||||||||||
Performance Vesting Options [Member] | Vesting Tranche Four [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of options vested | 79,610 | |||||||||||||
Share Price | $ / shares | $ 125 | |||||||||||||
Performance Vesting Options [Member] | 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 | |||||||||||||
Performance Vesting Options [Member] | 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 | |||||||||||||
Amended Underwater Options [member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Employee Benefits and Share-Based Compensation | $ | $ 1,600,000 | |||||||||||||
Exercise price | $ / shares | $ 17.35 | |||||||||||||
Unrecognized equity-based compensation expense | $ | $ 1,500,000 | |||||||||||||
Weighted-average remaining period | 1 year 7 months 6 days | |||||||||||||
Number of options vested | 255,174 | |||||||||||||
Equity instruments other than options issued minimum threshold exercise price to consider repricing | $ / shares | $ 50 | |||||||||||||
Amended Underwater Options outstanding | 531,515 | |||||||||||||
Unvested | 276,341 | |||||||||||||
Amended Underwater Options [member] | Maximum [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 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of the Option Activity under the Equity Compensation Plans (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Time Vested Options Outstanding [Member] | |||
Schedule of Share Based Compensation Activity [Line Items] | |||
Number of Options, Granted | 261,288 | ||
Performance Vested Options Outstanding [Member] | |||
Schedule of Share Based Compensation Activity [Line Items] | |||
Number of Options, Granted | 318,440 | ||
2021 Plan [Member] | Time Vested Options Outstanding [Member] | |||
Schedule of Share Based Compensation Activity [Line Items] | |||
Number of Options, Outstanding Beginning | 839,479 | 968,293 | |
Number of Options, Granted | 261,288 | ||
Number of Options, Forfeited | (23,819) | (193,886) | |
Number of Options, Expired | (3,711) | (196,216) | |
Number of Options, Outstanding Ending | 811,949 | 839,479 | 968,293 |
Number of Options, Exercisable | 333,391 | 325,767 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 32.53 | $ 132.5 | |
Weighted- Average Exercise Price (per option), Granted | 23.58 | ||
Weighted- Average Exercise Price (per option), Forfeited | 17.35 | 130.82 | |
Weighted- Average Exercise Price (per option), Expired | 17.35 | 108.69 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | 33.04 | 32.53 | $ 132.5 |
Weighted- Average Exercise Price (per option), Exercisable | $ 37.03 | $ 36.96 | |
Weighted- Average Remaining Contractual Term (in years), Outstanding | 7 years 14 days | 7 years 3 months | 6 years 4 months 6 days |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 5 years 1 month 13 days | 5 years 1 month 20 days | |
2021 Plan [Member] | Performance Vested Options Outstanding [Member] | |||
Schedule of Share Based Compensation Activity [Line Items] | |||
Number of Options, Outstanding Beginning | 318,440 | ||
Number of Options, Granted | 318,440 | ||
Number of Options, Outstanding Ending | 318,440 | 318,440 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 22.02 | ||
Weighted- Average Exercise Price (per option), Granted | $ 22.02 | ||
Weighted- Average Exercise Price (per option), Outstanding Ending | $ 22.02 | $ 22.02 | |
Weighted- Average Remaining Contractual Term (in years), Outstanding | 9 years 2 months 12 days | 9 years 5 months 12 days |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Restricted Stock Unit ("RSU") Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSUs, Outstanding beginning | 301,881 | 63,184 |
Number of RSUs, Granted | 132,635 | 496,176 |
Number of RSUs, Vested | (61,400) | (230,340) |
Number of RSUs, Forfeited | (11,517) | (27,139) |
Number of RSUs, Outstanding Ending | 361,599 | 301,881 |
Weighted Average Fair Value (per RSU), Outstanding Beginning | $ 31.97 | $ 72.5 |
Weighted Average Fair Value (per RSU), Granted | 8.57 | 28.37 |
Weighted-Average Fair Value (per RSU), Vested | 28.84 | 34.11 |
Weighted Average Fair Value (per RSU), Forfeited | 23.93 | 34.58 |
Weighted Average Fair Value (per RSU), Outstanding Ending | $ 24.03 | $ 31.97 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Stock Purchase Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk-free rate | 5.20% | 4.60% | 4.70% | |
Dividend yield rate | 0% | 0% | ||
Volatility | 107.50% | 55.30% | 54.40% | |
Expected term (in years) | 6 months | 6 months | 6 months | |
Weighted-average grant date fair value | $ 2.44 | $ 7.08 | $ 5.32 | |
Time Vesting Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk-free rate | 3.60% | 3.90% | 3% | |
Dividend yield rate | 0% | |||
Volatility | 56.40% | 62.20% | 52.90% | |
Expected term (in years) | 5 years 1 month 28 days | 5 years 2 months 4 days | 6 years 1 month 28 days | |
Weighted-average grant date fair value | $ 16 | $ 13.65 | $ 31.5 | |
Performance Vesting Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk-free rate | 3.70% | |||
Volatility | 53.70% | |||
Expected term (in years) | 10 years | |||
Weighted-average grant date fair value | $ 13 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | $ 4,365 | $ 9,555 | $ 23,891 | $ 17,620 |
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 | 376 | 1,429 | 2,992 | 1,416 |
Selling and Marketing [Member] | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | 1,502 | 3,386 | 9,852 | 7,015 |
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 | 240 | 563 | 1,330 | 1,403 |
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 | $ 2,247 | $ 4,177 | $ 9,717 | $ 7,786 |
Equity-Based Compensation - S_5
Equity-Based Compensation - Summary of the Unvested Option Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested, Number of Shares, Ending Balance | shares | 318,440 |
Number of Time Vested Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested, Number of Shares, Beginning Balance | shares | 533,173 |
Number of Options, Granted | shares | 261,288 |
Number of options, Vested | shares | (170,507) |
Number of Options, Forfeited | shares | (110,242) |
Unvested, Number of Shares, Ending Balance | shares | 513,712 |
Weighted-Average Grant Date Fair Value (per option), Unvested, Beginning | $ / shares | $ 69 |
Weighted-Average Grant Date Fair Value (per option), Granted | $ / shares | 13.23 |
Weighted-Average Grant Date Fair Value (per option), Vested | $ / shares | 56.5 |
Weighted-Average Grant Date Fair Value (per option), Forfeited | $ / shares | 60.63 |
Weighted-Average Grant Date Fair Value (per option), Unvested, Ending | $ / shares | $ 33.49 |
Number of Performance Vested Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Granted | shares | 318,440 |
Weighted-Average Grant Date Fair Value (per option), Granted | $ / shares | $ 12.77 |
Weighted-Average Grant Date Fair Value (per option), Unvested, Ending | $ / shares | $ 12.77 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 1,600 | $ 5,400 | $ 6,500 | $ 10,000 |
Termination benefit related to headcount reductions | $ 45 | $ 1,389 | 18 | 469 |
Computer software and web development [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation / amortization | 3,400 | |||
Digital Content Assets [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation / amortization | 2,700 | |||
Accrued Expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Termination benefit related to headcount reductions | $ 0 | $ 500 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Related Liability and Restructuring Costs Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning of period | $ 18 | $ 469 | $ 469 | |
Restructuring Charges | 1,644 | 5,387 | 6,497 | $ 10,047 |
Payments / Utilizations | (1,617) | (4,467) | (6,948) | (9,578) |
Balance, end of period | 45 | 1,389 | 18 | 469 |
Employee-Related Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning of period | 18 | 469 | 469 | |
Restructuring Charges | 1,644 | 5,387 | 6,497 | 10,047 |
Payments / Utilizations | (1,617) | (4,467) | (6,948) | (9,578) |
Balance, end of period | $ 45 | $ 1,389 | $ 18 | $ 469 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 462 | |
Derivative liability, notional amount | $ 0 | 0 |
Derivative Instruments, gain (loss) Reclassification from accumulated OCI to income, estimated net amount to be transferred | $ 100 | |
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 | $ 4,400 | 17,600 |
Foreign Exchange Forward [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 0 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Pre-Tax Effects of the Company's Derivative Instruments on its Unaudited Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Gains (losses) recognized on derivatives not designated as hedging instruments | $ (42) | $ (91) | $ (256) | $ (81) |
Total amounts reclassified | $ (64) | $ 87 | (222) | (108) |
Foreign Currency Hedges [Member] | ||||
Total amounts reclassified | (222) | (108) | ||
Foreign Currency Hedges [Member] | Cost of Revenue [Member] | ||||
Gains (losses) recognized on derivatives not designated as hedging instruments | (98) | 13 | ||
Total amounts reclassified | (101) | (45) | ||
Foreign Currency Hedges [Member] | General and Administrative [Member] | ||||
Total amounts reclassified | (121) | (63) | ||
Other comprehensive income (loss) [Member] | Foreign Currency Hedges [Member] | ||||
Gains (losses) recognized on derivatives not designated as hedging instruments | $ (334) | $ 24 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Derivative Instrument (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Derivative [Line Items] | |
Derivative assets | $ 462 |
Designated as Hedging Instrument [Member] | |
Derivative [Line Items] | |
Derivative assets | 343 |
Not Designated as Hedging Instrument [Member] | |
Derivative [Line Items] | |
Derivative assets | $ 119 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
U.S. | $ (154,571) | $ (198,245) | ||
Foreign | 1,967 | 1,000 | ||
Loss before income taxes | $ (14,154) | $ (29,140) | $ (152,604) | $ (197,245) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefit (Provision) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||||
Federal | $ 31 | |||
State and local | $ (113) | 202 | ||
Foreign | (115) | (141) | ||
Current income tax provision (benefit) | (228) | 92 | ||
Deferred: | ||||
Federal | (23) | 1,963 | ||
State and local | 71 | 870 | ||
Foreign | 143 | 128 | ||
Deferred income tax (provision) benefit | 191 | 2,961 | ||
Income tax (provision) benefit , net | $ (62) | $ (48) | $ (37) | $ 3,053 |
Income Taxes - Actual Tax Rate
Income Taxes - Actual Tax Rate on Loss Before Income Taxes Reconciles (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory rate | 21% | 21% | ||
State income taxes, net of federal benefit | 2.50% | 3.60% | ||
Valuation allowance on deferred tax assets | (17.20%) | (24.20%) | ||
Goodwill Impairment | (5.50%) | |||
Equity-based compensation | (1.10%) | (1.10%) | ||
Adjustments to prior year provision | 0.70% | 1.40% | ||
Note revaluation | (0.60%) | |||
Common stock warrant liability | 0.40% | 0.90% | ||
Other | (0.20%) | (0.10%) | ||
Effective tax rate | (0.40%) | (0.20%) | 0% | 1.50% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 91,585 | $ 74,038 |
Equity-based compensation | 13,358 | 10,652 |
Inventory | 12,339 | 18,525 |
Tax basis step-up | 11,570 | 13,240 |
Capitalized research expense | 9,592 | 6,057 |
Intangible assets | 6,552 | 4,915 |
R & D credit carryover | 3,886 | 3,886 |
Accrued expenses | 1,064 | 1,438 |
Lease obligations | 837 | 1,663 |
Accrued employee compensation and benefits | 546 | 4,246 |
Other | 4,517 | 2,164 |
Total deferred tax assets | 155,846 | 140,824 |
Deferred tax liabilities: | ||
Property and equipment | (5,853) | (13,377) |
Content assets | (4,448) | (7,408) |
Prepaid expenses | (1,969) | (2,425) |
Right-of-use assets | (750) | (1,231) |
Total deferred tax liabilities | (13,020) | (24,441) |
Net deferred tax assets before valuation allowance | 142,826 | 116,383 |
Valuation allowance | (142,836) | (116,564) |
Net deferred tax liabilities | $ (10) | $ (181) |
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, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits, beginning of year | $ 1,044 | $ 568 |
Additions for current year tax positions | 0 | 476 |
Unrecognized tax benefits (excluding interest and penalties), end of year | 1,044 | 1,044 |
Interest and penalties associated with unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits including interest and penalties, end of year | $ 1,044 | $ 1,044 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||
Income tax provision | $ 62,000 | $ 48,000 | $ 37,000 | $ (3,053,000) | |
Effective benefit tax rate | (0.40%) | (0.20%) | 0% | 1.50% | |
Research tax credits | $ 3,886,000 | $ 3,886,000 | |||
Deferred tax liabilities | 0 | $ 200 | |||
U.S. [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 339,900,000 | $ 2,300,000 | |||
Accumulated operating loss carryforward period | 20 years | ||||
Accumulated operating loss carryforward indefinitely | $ 337,600,000 | ||||
Operating loss carryforwards limitation on use description | 80% taxable income limitation | ||||
Operating loss carryforward expiration year | 2037 | ||||
Research tax credits | $ 3,500,000 | ||||
Income tax credit research expiration year | 2039 | ||||
State [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 384,700,000 | ||||
Operating loss carryforward expiration year | 2025 | ||||
Research tax credits | $ 1,700,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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 | $ 1.9 | $ 2.9 |
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 | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||||
Net loss | $ (14,216) | $ (29,188) | $ (152,641) | $ (194,192) |
Denominator: | ||||
Weighted-average common shares outstanding, basic | 6,760,771 | 6,182,811 | 6,238,777 | 6,149,784 |
Weighted-average common shares outstanding, diluted | 6,760,771 | 6,182,811 | 6,238,777 | 6,149,784 |
Net loss per common share, basic | $ (2.1) | $ (4.72) | $ (24.47) | $ (31.58) |
Net loss per common share, diluted | $ (2.1) | $ (4.72) | $ (24.47) | $ (31.58) |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) - $ / shares | Dec. 13, 2023 | Jun. 15, 2023 | Dec. 22, 2021 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Shares issued in the equity offering | 420,769 | ||
Vesting Tranche One [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Share price | $ 600 | ||
Vesting Tranche Two [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Share price | 650 | ||
Vesting Tranche Three [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Share price | 700 | ||
Vesting Tranche Four [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Share price | 750 | ||
Vesting Tranche Five [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Share price | $ 800 | ||
Founder Share [Member] | Forest Road [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Earn-out shares threshold trading days | 20 days | ||
Earn-out shares threshold consecutive trading days | 30 days | ||
Earn-out shares term of vesting | 10 years | ||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche One [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Earn-out shares vesting percentage | 10% | ||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Two [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Earn-out shares vesting percentage | 10% | ||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Three [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Earn-out shares vesting percentage | 10% | ||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Four [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Earn-out shares vesting percentage | 10% | ||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Five [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Earn-out shares vesting percentage | 10% | ||
Maximum [Member] | Class A Common Stock [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Pre-funded warrants to purchase | 122,821 | ||
The Forfeiture Agreement [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Number of shares, forfeited | 160,000 | ||
The Forfeiture Agreement [Member] | Class A Common Stock [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Number of shares, forfeited | 63,999 |
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 | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,594,339 | 1,827,394 | 2,562,151 | 1,587,091 |
Time Vested Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 811,949 | 962,179 | 839,479 | 968,293 |
Performance Vested Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 318,440 | 318,440 | ||
RSUs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 361,599 | 309,601 | 301,881 | 63,184 |
Compensation Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 79,612 | 79,612 | 79,612 | 79,612 |
Public and Private Placement Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 306,667 | 306,667 | 306,667 | 306,667 |
Term Loan Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 97,482 | 94,335 | 97,482 | 94,335 |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 543,590 | 543,590 | ||
Forest Road Earn-out Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 75,000 | 75,000 | 75,000 | 75,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Royalty Agreements [Member] | ||
Related Party Transaction [Line Items] | ||
Payments to the related party | $ 400,000 | $ 500,000 |
Amount due to the related party | 200,000 | 200,000 |
Legal Services [Member] | ||
Related Party Transaction [Line Items] | ||
Payments to the related party | 500,000 | 1,300,000 |
Amount due to the related party | 0 | 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 |
Parent Only Financial Stateme_3
Parent Only Financial Statements - Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||||
Cash and cash equivalents | $ 38,929 | $ 33,409 | $ 80,091 | ||
Prepaid expenses | 10,008 | 10,715 | 13,055 | ||
Total current assets | 116,442 | 119,273 | 186,454 | ||
Total assets | 263,022 | 276,839 | 443,395 | ||
Current liabilities: | |||||
Accrued expenses | 40,724 | 42,147 | 64,430 | ||
Total current liabilities | 162,679 | 165,203 | 184,640 | ||
Total liabilities | 190,281 | 194,079 | 231,853 | ||
Stockholders' equity: | |||||
Additional paid-in capital | 658,816 | 654,657 | 630,738 | ||
Accumulated deficit | (586,092) | (571,876) | (419,235) | ||
Total stockholders' equity | 72,741 | 82,760 | $ 189,557 | 211,542 | $ 385,385 |
Total liabilities and stockholders' equity | 263,022 | 276,839 | 443,395 | ||
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 | ||
The Beachbody Company, Inc. [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 25 | ||||
Prepaid expenses | 12 | ||||
Investment in subsidiaries | 463,955 | ||||
Total current assets | 463,992 | ||||
Total assets | 463,992 | ||||
Current liabilities: | |||||
Accrued expenses | 7 | ||||
Due to subsidiaries | 378,100 | ||||
Total current liabilities | 378,107 | ||||
Warrant liabilities | 3,125 | ||||
Total liabilities | 381,232 | ||||
Stockholders' equity: | |||||
Additional paid-in capital | 654,657 | ||||
Accumulated deficit | (571,899) | ||||
Total stockholders' equity | 82,760 | ||||
Total liabilities and stockholders' equity | 463,992 | ||||
The Beachbody Company, Inc. [Member] | Class A Common Stock [Member] | |||||
Stockholders' equity: | |||||
Common stock value | 1 | ||||
The Beachbody Company, Inc. [Member] | Class X Common Stock [Member] | |||||
Stockholders' equity: | |||||
Common stock value | $ 1 |
Parent Only Financial Stateme_4
Parent Only Financial Statements - Condensed Balance Sheet (Parenthetical) (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Class A Common Stock [Member] | |||
Common stock, shares issued | 4,138,474 | 3,978,356 | 3,418,237 |
Common stock, shares outstanding | 4,138,474 | 3,978,356 | 3,418,237 |
Class X Common Stock [Member] | |||
Common stock, shares issued | 2,729,003 | 2,729,003 | 2,825,006 |
Common stock, shares outstanding | 2,729,003 | 2,729,003 | 2,825,006 |
Parent Company [Member] | Class A Common Stock [Member] | |||
Common stock, shares issued | 3,978,356 | ||
Common stock, shares outstanding | 3,978,356 | ||
Parent Company [Member] | Class X Common Stock [Member] | |||
Common stock, shares issued | 2,729,003 | ||
Common stock, shares outstanding | 2,729,003 |
Parent Only Financial Stateme_5
Parent Only Financial Statements - Condensed Statement of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Change in fair value of warrant liabilities | $ (724) | $ 57 | $ 2,679 | $ 8,322 |
Other income | 477 | 569 | 1,747 | 958 |
Total comprehensive loss | $ (14,178) | $ (29,412) | (152,701) | $ (194,134) |
The Beachbody Company, Inc. [Member] | ||||
Change in fair value of warrant liabilities | 2,679 | |||
Other income | 127 | |||
Equity in net loss of subsidiaries | (155,507) | |||
Total comprehensive loss | $ (152,701) |
Parent Only Financial Stateme_6
Parent Only Financial Statements - Condensed Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (14,216) | $ (29,188) | $ (152,641) | $ (194,192) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Change in fair value of warrant liabilities | 724 | (57) | (2,679) | (8,322) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 707 | 1,652 | 2,340 | 2,806 |
Accrued expenses | (1,362) | (8,768) | (20,293) | (8,673) |
Net cash provided by (used in) operating activities | 9,134 | (7,869) | (22,537) | (47,173) |
Cash flows from investing activities: | ||||
Net cash provided by (used in) investing activities | 3,901 | (3,417) | (10,826) | (26,493) |
Cash flows from financing activities: | ||||
Proceeds from issuance of common shares in the Employee Stock Purchase Plan | 4,908 | 0 | ||
Net cash used in financing activities | (7,219) | (2,441) | (13,717) | 47,561 |
Net increase (decrease) in cash and cash equivalents | 5,520 | (13,698) | (46,682) | (26,963) |
Cash, cash equivalents and restricted cash, beginning of period | 33,409 | 80,091 | 80,091 | 107,054 |
Cash and cash equivalents, end of period | 38,929 | 66,393 | 33,409 | 80,091 |
The Beachbody Company, Inc. [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | (152,701) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Change in fair value of warrant liabilities | (2,679) | |||
Equity in net loss of subsidiaries | 155,507 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 8 | |||
Accrued expenses | 9 | |||
Net cash provided by (used in) operating activities | 144 | |||
Cash flows from investing activities: | ||||
Net cash provided by (used in) investing activities | 0 | |||
Cash flows from financing activities: | ||||
Decrease in due to subsidiaries | (8,299) | |||
Proceeds from issuance of common shares in the Employee Stock Purchase Plan | 553 | |||
Tax withholdings payments for vesting of restricted stock | (2,178) | |||
Proceeds from issuance of Equity Offering, net of issuance costs | 4,908 | |||
Net cash used in financing activities | (5,016) | |||
Net increase (decrease) in cash and cash equivalents | (4,872) | |||
Cash, cash equivalents and restricted cash, beginning of period | $ 25 | $ 4,897 | 4,897 | |
Cash and cash equivalents, end of period | $ 25 | $ 4,897 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Apr. 05, 2024 USD ($) $ / shares shares | Feb. 29, 2024 USD ($) Option | Jan. 09, 2024 USD ($) | Jul. 24, 2023 USD ($) $ / shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Jun. 30, 2024 USD ($) | Aug. 08, 2022 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Subsequent Event [Line Items] | |||||||||||
Paid in kind interest | $ 214 | $ 374 | $ 1,310 | $ 598 | |||||||
Borrowings outstanding | 28,278 | 35,095 | |||||||||
Number of warrants issued | shares | 79,612 | ||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 126 | ||||||||||
Property and equipment, net | 36,560 | 45,055 | 74,147 | ||||||||
Proceed from sale of plant and equipment | 5,600 | ||||||||||
Annual lease base rate | 2,459 | 2,991 | |||||||||
Investment in equity securities of privately-held company | 1,000 | $ 5,000 | |||||||||
Van Nuys Production Facility [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Property and equipment, net | $ 4,800 | $ 4,800 | |||||||||
Proceed from sale of plant and equipment | 6,200 | ||||||||||
Annual lease base rate | $ 300 | ||||||||||
Lease term | 5 years | ||||||||||
Scenario Forecast [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Termination benefits costs | 1,700 | ||||||||||
Term Loan Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Fair value of warrant liabilities | $ 800 | ||||||||||
Fifth Amendment [Member] | Term Loan Warrants [Member] | Scenario Forecast [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Fair value of warrant liabilities | $ 600 | ||||||||||
Class A Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of warrants issued | shares | 543,590 | ||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 11.24 | ||||||||||
Term Loan [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Financial covenants, minimum revenue levels required each quarter prior to December 31, 2024 | 100,000 | ||||||||||
Financial covenants, minimum liquidity levels required, thereafter | $ 22,000 | $ 24,000 | 25,000 | ||||||||
Partial prepayment on term loan | $ 5,500 | $ 1,000 | $ 15,000 | ||||||||
Percentage of repayment of debt instrument | 3% | 3% | 5% | ||||||||
Prepayment premium | $ 200 | $ 800 | |||||||||
Percentage of interest paid in kind | 1% | ||||||||||
Paid in kind interest | $ 500 | ||||||||||
Borrowings outstanding | $ 28,900 | $ 35,500 | |||||||||
Fair value of warrant liabilities | $ 5,200 | ||||||||||
Financial covenants, minimum revenue required, thereafter till maturity | $ 24,000 | ||||||||||
Financial covenants, minimum revenue required till consent effective date through and including March 31, 2024 | 19,000 | ||||||||||
Term Loan [Member] | Paid in Kind [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of interest paid in kind | 1% | ||||||||||
Term Loan [Member] | Class A Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of warrants issued | shares | 94,335 | 94,335 | |||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 20.5 | $ 92.5 | $ 92.5 | ||||||||
Subsequent Event [Member] | Van Nuys Production Facility [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceed from sale of plant and equipment | $ 6,200 | ||||||||||
Number of lease options | Option | 2 | ||||||||||
Annual lease base rate | $ 300 | ||||||||||
Lease term | 5 years | ||||||||||
Lease extend period | 3 years | ||||||||||
Subsequent Event [Member] | Fifth Amendment [Member] | Term Loan Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Fair value of warrant liabilities | $ 500 | ||||||||||
Subsequent Event [Member] | Term Loan [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Partial prepayment on term loan | $ 1,000 | ||||||||||
Percentage of repayment of debt instrument | 3% | ||||||||||
Prepayment premium | 4,000 | $ 5,500 | $ 1,000 | ||||||||
Borrowings outstanding | 28,600 | ||||||||||
Financial covenants, minimum revenue required, thereafter till maturity | 22,000 | ||||||||||
Financial covenants, minimum revenue required till consent effective date through and including March 31, 2024 | 17,000 | ||||||||||
Investment in equity securities of privately-held company | $ 1,000 | ||||||||||
Subsequent Event [Member] | Term Loan [Member] | Van Nuys Production Facility [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Partial prepayment on term loan | $ 5,500 | ||||||||||
Percentage of repayment of debt instrument | 3% | ||||||||||
Increase in lease cost every year | 3% | ||||||||||
Subsequent Event [Member] | Term Loan [Member] | Fifth Amendment [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Financial covenants, minimum revenue levels required each quarter prior to December 31, 2024 | 100,000 | ||||||||||
Financial covenants, minimum liquidity levels required, next 12 months | 110,000 | ||||||||||
Financial covenants, minimum liquidity levels required, thereafter | 18,000 | ||||||||||
Partial prepayment on term loan | $ 4,000 | ||||||||||
Percentage of repayment of debt instrument | 3% | ||||||||||
Prepayment premium | $ 100 | ||||||||||
Paid in kind interest | 600 | ||||||||||
Borrowings outstanding | $ 25,500 | ||||||||||
Subsequent Event [Member] | Term Loan [Member] | Fifth Amendment [Member] | Paid in Kind [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of interest paid in kind | 2% | ||||||||||
Subsequent Event [Member] | Term Loan [Member] | Class A Common Stock [Member] | Fifth Amendment [Member] | Term Loan Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of warrants issued | shares | 97,482 | ||||||||||
Subsequent Event [Member] | Term Loan [Member] | Class A Common Stock [Member] | Fifth Amendment [Member] | Minimum [Member] | Term Loan Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 9.16 | ||||||||||
Subsequent Event [Member] | Term Loan [Member] | Class A Common Stock [Member] | Fifth Amendment [Member] | Maximum [Member] | Term Loan Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 20.5 |