Beachbody Company Inc
For the period ended Dec 31, 2023. Filed Mar 11, 2024.
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FY2023 · Filed Mar 11, 2024
BODI$4.510.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
(a)1. Financial Statements
| Report of Independent Registered Public Accounting Firm-Deloitte & Touche (PCAOB ID: 34) | 66 |
|---|---|
| Report of Independent Registered Public Accounting Firm-Ernst & Young LLP (PCAOB ID: 42) | 68 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | 69 |
| Consolidated Statements of Operations for the Years ended December 31, 2023 and 2022 | 70 |
| Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2023 and 2022 | 71 |
| Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2023 and 2022 | 72 |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022 | 73 |
| Notes to Consolidated Financial Statements | 74 |
(a)2. Financial Statement Schedule
The following financial statement schedule for the years ended December 31, 2023 and 2022 are filed as part of this report and should be read in conjunction with the consolidated financial statements (in thousands).
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| Deferred tax asset valuation allowance, beginning of year | $116,564 | $68,109 |
| Additions charged to earnings | 26,272 | 47,640 |
| Other (1) | — | 815 |
| Deferred tax asset valuation allowance, end of year | $142,836 | $116,564 |
(1) The valuation allowance was adjusted for acquisitions and deferred taxes related to tax-deductible transaction costs included in additional paid in capital in the financial statements.
(a)3. Exhibits
Exhibits required under Item 601 of Regulation S-K:
| Exhibit · Incorporated by Reference · Filed or Furnished herewith | ||||||
|---|---|---|---|---|---|---|
| Form · Exhibit · Filing Date · File No. | ||||||
| 2.1 | Agreement and Plan of Merger, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., BB Merger Sub, Inc., Myx Merger Sub, LLC, The Beachbody Company Group, LLC, And Myx Fitness Holdings, LLC. | 8-K/A | 2.1 | 2/16/2021 | 001-39735 | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc. | * | ||||
| 3.2 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc. | 8-K | 3.1 | 11/27/2023 | 001-39735 | |
| 3.3 | Amended and Restated Bylaws of The Beachbody Company, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed July 1, 2021). | 8-K | 3.2 | 7/1/2021 | 001-39735 | |
| 4.1 | Specimen Class A Common Stock Certificate of The Beachbody Company, Inc. | 8-K | 4.1 | 7/1/2021 | 001-39735 | |
| 4.2 | Warrant Agreement, dated November 24, 2020, by and between Forest Road Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent. | 8-K | 4.2 | 7/1/2021 | 001-39735 | |
| 4.3 | Description of Securities. | 10-K | 4.3 | 3/1/2022 | 001-39735 | |
| 4.4 | Form of Warrant. | 10-Q | 10.3 | 8/8/2022 | 001-39735 | |
| 4.5 | Form of Pre-Funded Common Stock Purchase Warrant | 8-K | 4.1 | 12/13/2023 | 001-39735 | |
| 4.6 | Form of Common Stock Purchase Warrant | 8-K | 4.2 | 12/13/2023 | 001-39735 | |
| 10.1 | Form of Subscription Agreement. | S-4/A | 10.1 | 5/27/2021 | 333-253136 | |
| 10.2 | Sponsor Agreement, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., Forest Road Acquisition Sponsor LLC and The Beachbody Company Group, LLC. | S-4/A | 10.2 | 5/27/2021 | 333-253136 | |
| 10.3 | Amended and Restated Registration Rights Agreement, by and among The Beachbody Company, Inc., Forest Road Acquisition Sponsor LLC, The Beachbody Company Group, LLC, Kevin Mayer and certain stockholders of The Beachbody Company, Inc. | 8-K | 10.3 | 7/1/2021 | 001-39735 | |
| 10.4^ | The Beachbody Company, Inc. 2021 Incentive Award Plan. | 8-K | 10.2 | 7/9/2021 | 001-39735 | |
| 10.5^ | The Beachbody Company, Inc. Employee Stock Purchase Plan. | 8-K | 10.3 | 7/9/2021 | 001-39735 | |
| 10.6^ | Form of Stock Option Agreement pursuant to The Beachbody Company, Inc. 2021 Incentive Award Plan. | 8-K | 10.4 | 7/9/2021 | 001-39735 | |
| 10.7^ | Form of RSU Agreement pursuant to The Beachbody Company, Inc. 2021 Incentive Award Plan. | 8-K | 10.5 | 7/9/2021 | 001-39735 | |
| 10.8^ | Non-Employee Director Compensation Program. | 8-K | 10.6 | 7/9/2021 | 001-39735 | |
| 10.9^ | The Beachbody Company, Inc. Amended and Restated 2020 Equity Compensation Plan. | 8-K | 10.7 | 7/9/2021 | 001-39735 |
| 10.10^ | The Beachbody Company, Inc. Deferred Compensation Plan for Directors | 10-K | 10.10 | 3/16/2023 | 001-39735 |
| 10.11^ | Offer of Employment Letter, dated April 15, 2022, by and between Beachbody, LLC and Marc Suidan. | 10-Q | 10.1 | 5/9/2022 | 001-39735 |
| 10.12^ | Separation, General Release and Independent Contractor Services Agreement, dated April 19, 2022, by and among Beachbody, LLC, The Beachbody Company, Inc. and Sue Collyns | 10-Q | 10.2 | 5/9/2022 | 001-39735 |
| 10.13^ | Revised Offer of Employment Letter, dated as of May 10, 2022, as amended, by and between Beachbody, LLC and Kathy Vrabeck. | 10-Q | 10.1 | 8/8/2022 | 001-39735 |
| 10.14^ | Offer of Employment Letter, dated September 27, 2021, by and between The Beachbody Company and Blake Bilstad. | 10-Q | 10.1 | 11/15/2021 | 001-39735 |
| 10.15^ | Confidential Separation and General Release Agreement, dated as of March 10, 2023 and effective May 1, 2023, by and between Beachbody, LLC and Blake Bilstad. | 10-K | 10.15 | 3/16/2023 | 001-39735 |
| 10.16 | Form of Indemnification Agreement. | 8-K | 10.1 | 5/9/2022 | 001-39735 |
| 10.17 | Warrant Agreement, dated September 18, 2020, by and between The Beachbody Company Group, LLC and Akron Supplement, LLC. | S-4/A | 10.12 | 5/10/2021 | 333-253136 |
| 10.18 | Warrant Agreement, dated September 18, 2020, by and between The Beachbody Company Group, LLC and Schwarzenegger Blind Trust. | S-4/A | 10.13 | 5/10/2021 | 333-253136 |
| 10.19 | Financing Agreement, dated August 8, 2022, by and among Beachbody, LLC, a Delaware limited liability company, The Beachbody Company, Inc., a Delaware corporation (the "Parent"), each subsidiary of the Parent from time to time party thereto, the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), and Blue Torch Finance, LLC, as collateral agent and as administrative agent for the Lenders. | 10-Q | 10.2 | 8/8/2022 | 001-39735 |
| 10.20 | Securities Purchase Agreement | 8‑K | 10.2 | 12/13/2023 | 001-39735 |
| 10.21 | Offer Letter, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Mark Goldston. | 8‑K | 10.1 | 6/15/2023 | 001-39735 |
| 10.22 | The Beachbody Company, Inc. 2023 Employee Inducement Incentive Award Plan. | 8‑K | 10.2 | 6/15/2023 | 001-39735 |
| 10.23 | Option Agreement under 2023 Employee Inducement Incentive Award Plan, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Mark Goldston. | 8‑K | 10.3 | 6/15/2023 | 001-39735 |
| 10.24 | Forfeiture Agreement, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Carl Daikeler. | 8‑K | 10.4 | 6/15/2023 | 001-39735 |
| 10.25 | Amendment No. 1 to Financing Agreement, dated as of October 4, 2022 by and among the Company, the Borrower, each subsidiary of the Company | 10-Q | 10.2 | 11/7/2023 | 001-39735 |
| party thereto, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent. | ||||||
|---|---|---|---|---|---|---|
| 10.26 | Amendment No. 2 to Financing Agreement, dated as of July 24, 2023 by and among the Company, the Borrower, each subsidiary of the Company party thereto, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent. | 8‑K | 10.1 | 7/26/2023 | 001-39735 | |
| 10.27 | Form of Amended and Restated Warrant to Purchase Stock. | 8‑K | 10.2 | 7/26/2023 | 001-39735 | |
| 10.28 | Consent No. 1 and Amendment No. 3 to Financing Agreement, dated as of January 9, 2024 by and among the Borrower, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent. | 10-Q | 10.1 | 1/12/2024 | 001-39735 | |
| 10.29 | Consent No. 2 and Amendment No. 4 to Financing Agreement, dated as of February 29, 2024 by and among the Borrower, the lenders party thereto and Blue Torch, as collateral agent and as administration agent. | 8‑K | 10.1 | 3/5/2024 | 001-39735 | |
| 21.1 | Subsidiaries of the Company | * | ||||
| 23.1 | Consent of Deloitte & Touche LLP | * | ||||
| 23.2 | Consent of Ernst & Young LLP | * | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) | * | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) | * | ||||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350 | ** | ||||
| 97.1 | The Beachbody Company, Inc. Compensation Clawback Policy effective as of October 2, 2023. | * | ||||
| 101.INS | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | * | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | * | ||||
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 | |||||
| * | Filed herewith. | |||||
| ** | Furnished herewith. | |||||
| ^ | Indicates management contract or compensatory plan. | |||||
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