Beachbody Company, Inc.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
BODI$4.25-1.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0000950170-25-072601
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000950170-25-104245
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 120 previous paragraphs and 154 current paragraphs.
69 unchanged; 39 reworded; 34 added; 12 removed; 0 previous and 12 current paragraphs rearranged.
Tables are not compared: 13 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
Total revenue was $63.9 million, a 42% decrease;
Current report
Digital revenue was $39.7 million, a 32% decrease;
Current report
Nutrition and other revenue was $24.2 million, a 52% decrease;
Current report
Connected fitness revenue was $0.1 million, a 94% decrease;
Current report
Operating expenses was $50.2 million, compared to $85.9 million;
Current report
Adjusted EBITDA was $4.6 million, compared to $4.9 million.
Current report
For the six months ended June 30, 2025, as compared to the six months ended June 30, 2024:
Current report
Total revenue was $136.3 million, a 41% decrease;
Current report
Digital revenue was $82.6 million, a 31% decrease;
Current report
Nutrition and other revenue was $52.8 million, a 50% decrease;
Current report
Connected fitness revenue was $0.9 million, an 80% decrease;
Current report
Operating expenses was $105.4 million, compared to $178.0 million;
Current report
Net loss was $11.6 million, compared to a net loss of $25.1 million; and
Current report
Adjusted EBITDA was $8.3 million, compared to $9.5 million.
Current report
ABL Facility and Extinguishment of Term Loan
Current report
See Note 9, Debt, for additional information on the ABL Facility and the repayment of the Term Loan.
Current report
On June 26, 2025, the Company executed a post Pivot restructuring (the "Restructuring") which will reduce the Company's headcount by approximately 70 employees (approximately 22% of the Company’s workforce on that date) in the third quarter of 2025. The actions associated with the Restructuring are expected to result in approximately $2.6 million in costs, with approximately $2.5 million recorded in the Company's unaudited condensed consolidated statement of operations in the three and six months ended June 30, 2025, with approximately $0.1 million expected to be recorded in the three months ended September 30, 2025.
Current report
See Note 13, Restructuring, for additional information on the Restructuring.
Current report
The decrease in connected fitness revenue for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily due to management's decision to cease the sale of bike inventory in the first quarter of 2025.
Current report
The decrease in connected fitness revenue for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily due to management's decision to cease the sale of bike inventory in the first quarter of 2025.
Current report
NM-not meaningful
Current report
The decrease in connected fitness cost of revenue for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was driven by a $1.5 million decrease in freight, fulfillment, and shipping expenses, lower inventory adjustments of $1.2 million and a $1.0 million decrease in product costs, primarily due to management's decision to cease the sale of bike inventory in the first quarter of 2025.
Current report
Restructuring
Current report
The loss on debt extinguishment for the three months ended June 30, 2025 was due to the repayment in full ($17.3 million) of the Term Loan as of May 13, 2025. The loss on partial debt extinguishment for the three months ended June 30, 2024 was due to the partial prepayment of $4.0 million on the Term Loan as of April 5, 2024. The change in fair value of warrant liabilities during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily resulted from a 45% decline in our stock price during the current quarter as compared to a decrease of 12% in the prior year quarter. The decrease in interest expense was primarily due to a decrease of approximately 19% in the average principal debt balance outstanding during the current period as compared to the prior year period as well as the decrease in the effective interest rate on the ABL Facility (outstanding since May 13, 2025) as compared to the Term Loan (repaid on May 13, 2025), 15.4% as compared to 28.0%.
Current report
The loss on debt extinguishment for the six months ended June 30, 2025 was due to the repayment in full ($17.3 million) of the Term Loan as of May 13, 2025. The loss on partial debt extinguishment for the six months ended June 30, 2024 was due to partial prepayments of $10.5 million on the Term Loan that occurred in the six months ended June 30, 2024. The change in fair value of warrant liabilities during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily resulted from a 33% decrease in our stock price during the current period as compared to a 2% increase in our stock price in the prior year period. The decrease in interest expense was primarily due to a decrease of approximately 22% in the average principal debt balance outstanding during the current period as compared to the prior year period as well as the decrease in the effective interest rate on the ABL Facility (outstanding since May 13, 2025) as compared to the Term Loan (repaid on May 13, 2025), 15.4% as compared to 28.0%.
Current report
The ABL Facility also contains customary representations, warranties, and covenants, which include, but are not limited to, restrictions on indebtedness, liens, restricted payments, asset sales, affiliate transactions, changes in line of business, investments, negative pledges and amendments to organizational documents and material contracts. The ABL Facility 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 ABL Facility and other related loan documents; (3) the occurrence of certain bankruptcy or insolvency proceedings; and (4) certain other customary events of default.
Current report
The Company’s financial covenants under the ABL Facility are as follows:
Current report
The Company shall not fail to exceed the Three Month Total Billings Target (as defined in the Credit Agreement).
Current report
The Company shall not fail to exceed the Quarterly Digital Subscriptions Target (as defined in the Credit Agreement).
Current report
On an annual basis, the amount of Capital Expenditures (as defined in the Credit Agreement) for the year then ended shall be less than $10 million, which can increase based on certain cost savings metrics.
Current report
Liquidity, as defined in the Credit Agreement, shall be greater than $12 million at all times and during a Cure Period (as defined in the Credit Agreement) shall be greater than $13.2 million.
Current report
We were in compliance with the financial covenants as of June 30, 2025. Unexpected weakness in the demand for our products may interfere with our ability to remain in compliance with the financial covenants, in particular the minimum billings financial covenant and the minimum digital subscriptions financial covenant. Failure to comply with the financial and other covenants under the ABL Facility, would constitute a condition of default and would allow Tiger to accelerate the maturity of all indebtedness under the ABL
Current report
Facility. If such acceleration were to occur, we would likely have to seek an amendment and/or waiver of the impacted financial covenant or repay the debt with proceeds from the issuance of new debt or equity, or asset sales, if necessary. We may be unable to amend the ABL Facility or raise sufficient capital to repay such obligations in the event the maturity is accelerated.
Current report
Critical Accounting Policies and Estimates
Removed paragraphs (12)
Previous report
Total revenue was $72.4 million, a 40% decrease;
Previous report
Digital revenue was $42.9 million, a 30% decrease;
Previous report
Nutrition and other revenue was $28.7 million, a 48% decrease;
Previous report
Connected fitness revenue was $0.8 million, a 74% decrease;
Previous report
Operating expenses was $55.2 million, compared to $92.1 million;
Previous report
Adjusted EBITDA was $3.7 million, compared to $4.6 million.
Previous report
The decrease in connected fitness revenue for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily due to management's determination that it would no longer sell connected fitness inventory beginning in early 2025, which resulted in an approximate 57% decrease in number of bikes delivered from approximately 3,500 for the three months ended March 31, 2024 to approximately 1,500 for the three months ended March 31, 2025 and an approximate 39% decrease in the average sales price for a bike.
Previous report
The loss on partial debt extinguishment for the three months ended March 31, 2024 was due to the partial prepayment of $6.5 million on the Term Loan for the three months ended March 31, 2024. The decrease in interest expense was primarily due to principal prepayments of $13.7 million on the outstanding Term Loan balance from January 1, 2024 to March 31, 2025.
Previous report
See Note 9, Debt, and Note 16, Subsequent Events, for additional information on the ABL Facility and the repayment of the existing Term Loan.
Previous report
Cash Provided By (Used In) Operating, Investing and Financing Activities
Previous report
The Financing Agreement contains financial covenants, customary representations, warranties, covenants and customary events of default. In particular, the Financing Agreement contains a minimum liquidity financial covenant of $13.0 million as of March 31, 2025 to the maturity of the Term Loan and a minimum consolidated EBITDA financial covenant of (a) $4.5 million for the six months ended March 31, 2025, (b) $6.6 million for the nine months ended June 30, 2025, (c) $11.3 million for the twelve months ended September 30, 2025 and (d) $14.6 million for the twelve months ended December 31, 2025. We were in compliance with the financial covenants as of March 31, 2025. On May 13, 2025, the Company used the proceeds from the ABL Facility to repay in full the Term Loan. See Note 9, Debt, and Note 16, Subsequent Events, to our unaudited condensed consolidated financial statements included elsewhere in this Report for additional information on the ABL Facility and the repayment of the Term Loan.
Previous report
Critical Accounting Estimates
Reworded paragraphs (39)
Previous wording
disruptions related to the Pivot (as defined below) and our ability to implement the proposed restructuring of our core business model;
Current wording
disruptions related to the Pivot (as defined below), any further restructurings and our ability to implement the proposed restructuring of our core business model;
Previous wording
BODi is a leading fitness and nutrition company. We focus primarily on digital content, supplements, connected fitness, and consumer health and fitness. Our goal is to continue to provide holistic health and fitness content, subscription-based solutions and digital program sales. We are the creator of some of the world’s most popular fitness programs, including P90X®, Insanity®, and 21 Day Fix®, which transformed the at-home fitness market and disrupted the global fitness industry by making it accessible for people to get results—anytime, anywhere. Our comprehensive nutrition-first programs, Portion Fix® and 2B Mindset®, teach healthy eating habits and promote healthy, sustainable weight loss. These fitness and nutrition programs are available through our BODi streaming service.
Current wording
BODi is a leading fitness and nutrition company. We focus primarily on digital content, supplements, and consumer health and fitness. Our goal is to continue to provide holistic health and fitness content, subscription-based solutions and digital program sales. We are the creator of some of the world’s most popular fitness programs, including P90X®, Insanity®, and 21 Day Fix®, which transformed the at-home fitness market and disrupted the global fitness industry by making it accessible for people to get results—anytime, anywhere. Our comprehensive nutrition-first programs, Portion Fix® and 2B Mindset®, teach healthy eating habits and promote healthy, sustainable weight loss. These fitness and nutrition programs are available through our BODi streaming service.
Previous wording
We offer nutritional products such as Shakeology® nutrition shakes, Beachbody Performance supplements and BEACHBAR® snack bars.
Current wording
We offer nutritional products such as Shakeology® nutrition shakes and Beachbody Performance supplements.
Previous wording
Our revenue is generated primarily through our direct response advertising, affiliates, social media marketing channels and ecommerce market places like Amazon. In addition, prior to the Pivot (as defined below), an additional primary source of revenue was our network of Partners. Components of revenue include recurring digital subscription revenue, digital program sales and revenue from the sale of nutritional and other products. In addition to selling individual products on a one-time basis, we bundle digital and nutritional products together at discounted prices.
Current wording
Our revenue is generated primarily through a multi-channel network which includes our direct response advertising, affiliates, social media marketing channels, and e-commerce market places like Amazon. In addition, prior to the Pivot (as defined below), an additional primary source of revenue was our network of Partners. Components of revenue include recurring digital subscription revenue, digital program sales and revenue from the sale of nutritional and other products. In addition to selling individual products on a one-time basis, we bundle digital and nutritional products together at discounted prices.
Previous wording
Net loss was $5.7 million, compared to a net loss of $14.2 million; and
Current wording
Net loss was $5.9 million, compared to a net loss of $10.9 million; and
Previous wording
On May 13, 2025, (the “Asset-Based Lending Facility Effective Date”), the Company, the lenders party thereto and Tiger Finance, LLC (“Tiger”), as administrative agent, entered into a $35.0 million asset-based lending facility (the “ABL Facility”), which includes a $10 million uncommitted accordion that matures on May 13, 2028 with the potential for two one-year extensions which would need to be approved by Tiger. The Company borrowed $25.0 million on the Asset-Based Lending Facility Effective Date. The ABL Facility bears interest based on the one-month SOFR rate plus 9.00% at its inception with a reduction in the rate to the one-month SOFR rate plus 7.75% after May 13, 2026 if the Company's fixed charge coverage ratio is greater than 1.10x. The ABL Facility is secured by a first lien on substantially all of the Company’s assets and there is no required payment of principal until July 1, 2026 and thereafter the principal repayment is approximately $2.1 million per year, which is split into equal monthly payments of $177,083. The remaining unpaid principal balance of the ABL Facility will be due on May 13, 2028, unless the ABL Facility is extended pursuant to its terms. The ABL Facility has financial covenants that require the Company to maintain certain billing levels, subscription counts and liquidity levels.
Current wording
On May 13, 2025, (the “Asset-Based Lending Facility Effective Date”), the Company, the lenders party thereto and Tiger Finance, LLC (“Tiger”), as administrative agent, entered into a $35.0 million asset-based lending facility (the “ABL Facility”), which includes a $10.0 million uncommitted accordion, that matures on May 13, 2028 with the potential for two one-year extensions which would need to be approved by Tiger. The Company borrowed $25.0 million on the Asset-Based Lending Facility Effective Date. The ABL Facility bears interest based on the one-month Secured Overnight Financing Rate ("SOFR Rate") plus 9.00% at its inception with a reduction in the rate to the one-month SOFR rate plus 7.75% after May 13, 2026 if the Company's fixed charge coverage ratio is greater than 1.10x. The ABL Facility is secured by a first lien on substantially all of the Company’s assets and there is no required payment of principal until July 1, 2026 and thereafter the principal repayment is approximately $2.1 million per year, which is split into equal monthly payments of $177,083. The remaining unpaid principal balance of the ABL Facility will be due on May 13, 2028, unless the ABL Facility is extended pursuant to its terms.
Previous wording
The Company used the proceeds from the ABL Facility to repay in full its existing Term Loan on May 13, 2025 (outstanding principal balance of $17.3 million as of the date of repayment) along with the repayment of the outstanding paid in kind of $0.5 million, a prepayment premium of $0.3 million and outstanding accrued interest of $0.2 million.
Current wording
The Company used the proceeds from the ABL Facility to repay in full its existing Term Loan (as defined below) on May 13, 2025 (outstanding principal balance of $17.3 million as of the date of repayment) along with the repayment of the outstanding paid in kind of $0.5 million, a prepayment premium of $0.3 million and outstanding accrued interest of $0.2 million. The repayment of the Term Loan was accounted for as a debt extinguishment and the Company wrote off the remaining amount of unamortized debt discount and debt issuance costs as of the repayment date ($1.7 million) which in addition to the prepayment premium ($0.3 million) and certain legal expenses, was recorded as a loss on debt extinguishment of $2.2 million in the three and six months ended June 30, 2025.
Previous wording
(1) See “Non-GAAP Information” below for a reconciliation of net loss to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.
Current wording
(1) Please see “Non-GAAP Information” below for a reconciliation of net loss to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.
Previous wording
Our ability to expand the number of digital subscriptions is an indicator of our market penetration and growth. Digital subscriptions from our BODi platform include paid and free-to-pay subscriptions, with free-to-pay subscriptions representing less than 1% of total digital subscriptions on average. Digital subscriptions are inclusive of all billing plans, currently for annual, semi-annual, quarterly and monthly billing intervals. In addition, we also have promotional offers which at times include membership options for greater than one year or the ability to buy a subscription for one year and get the second year free.
Current wording
Our ability to expand the number of digital subscriptions is an indicator of our market penetration and growth. Digital subscriptions from our BODi platform. Digital subscriptions include paid and free-to-pay subscriptions, with free-to-pay subscriptions representing less than 1% of total digital subscriptions on average. Digital subscriptions are inclusive of all billing plans, currently for annual, semi-annual, quarterly and monthly billing intervals. In addition, we also have promotional offers which at times include membership options for greater than one year or the ability to buy a subscription for one year and get the second year free.
Previous wording
Represents the loss related to the $1.0 million and $5.5 million partial debt prepayments that the Company made on January 9, 2024 and February 29, 2024, respectively.
Current wording
The three and six months ended June 30, 2025 represents the loss related to the $17.3 million debt extinguishment that the Company made on May 13, 2025. The three and six months ended June 30, 2024 represents the loss related to the $1.0 million, $5.5 million and $4.0 million partial debt prepayments that the Company made on January 9, 2024, February 29, 2024 and April 5, 2024, respectively.
Previous wording
Includes benefits due to the modification of stock awards of $0.9 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively.
Current wording
Includes benefits due to the modification of stock awards of approximately zero and $0.9 million for the three and six months ended June 30, 2025, respectively, and approximately zero and $0.5 million for the three and six months ended June 30, 2024, respectively.
Previous wording
Includes restructuring expense and personnel costs associated with key initiatives of $1.6 million during the three months ended March 31, 2024.
Current wording
Includes post-Pivot Restructuring expenses, primarily termination benefits, of $2.5 million for the three and six months ended June 30, 2025. Includes restructuring expense and personnel costs associated with key initiatives of approximately zero and $1.6 million during the three and six months ended June 30, 2024, respectively.
Previous wording
The Company has one operating segment. The following discussion of our results and operations is on a consolidated basis.
Current wording
The Company has one operating segment. The following discussion of our results and operations is on a consolidated basis. The prior year periods do not reflect the impact of the Pivot that the Company announced on September 30, 2024, and was executed in the fourth quarter of 2024, so results are not directly comparable with the prior periods.
Previous wording
Revenue includes digital subscriptions, digital program sales, nutritional supplement subscriptions, one-time nutritional sales, connected fitness products, access to our online Partner business management platform (prior to November 1, 2024), preferred customer program memberships (prior to November 1, 2024), and other fitness-related products. We often sell bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. We consider these sales to be revenue arrangements with multiple performance obligations and allocate the transaction price to each performance obligation based on its relative stand-alone selling price. We defer revenue when we receive payments in advance of delivery of products or the performance of services. Digital subscription revenue is recognized ratably over the subscription period of up to 38 months.
Current wording
Revenue includes digital subscriptions, digital program sales, nutritional supplement subscriptions, one-time nutritional sales, connected fitness products, access to our online Partner business management platform (prior to November 1, 2024), preferred customer program memberships (prior to November 1, 2024), and other fitness-related products, which we sell through our multi-channel network. We often sell bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. We consider these sales to be revenue arrangements with multiple performance obligations and allocate the transaction price to each performance obligation based on its relative stand-alone selling price. We defer revenue when we receive payments in advance of delivery of products or the performance of services. Digital subscription revenue is recognized ratably over the subscription period of up to 38 months.
Previous wording
The decrease in digital revenue for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily attributable to a $13.8 million decrease in revenue from our digital streaming services due to 17% fewer subscriptions in the current quarter as compared to the prior year on lower demand, a decrease of $3.1 million in fees from Partners due to the Pivot (there are no fees from Partners after November 1, 2024) and a decrease in digital program sales of $1.4 million.
Current wording
The decrease in digital revenue for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily attributable to a $13.2 million decrease in revenue from our digital streaming services due to 18% fewer subscriptions in the current quarter as compared to the prior year on lower demand, a decrease of $2.9 million in fees from Partners due to the Pivot (there are no fees from Partners after November 1, 2024) and a decrease in digital program sales of $2.9 million.
Previous wording
The decrease in nutrition and other revenue for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily attributable to an $18.1 million decrease in revenue from nutritional products due to 48% fewer nutritional subscriptions in the current quarter as compared to the prior year on lower demand, a $4.4 million decrease in revenue generated from our preferred customer fees due to the Pivot (there are no preferred customer fees after November 1, 2024) and a $1.9 million decrease in event ticket sales (there were no events in the three months ended March 31, 2025 due to the Pivot).
Current wording
The decrease in nutrition and other revenue for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily attributable to a $20.7 million decrease in revenue from nutritional products due to 49% fewer nutritional subscriptions in the current quarter as compared to the prior year on lower demand, a $4.1 million decrease in revenue generated from our preferred customer fees due to the Pivot (there are no preferred customer fees after November 1, 2024) and a $1.8 million decrease in shipping revenue due to the decrease in nutritional products sold, partially offset by a $1.5 million increase in Amazon sales.
Previous wording
The decrease in digital cost of revenue for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily due to a $1.8 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year, a $1.8 million decrease in the digital content amortization as the result of lower production spend, a $1.0 million decrease in customer service expenses due to a decrease in the volume of contacts related to digital revenue and a $0.8 million decrease in digital content revisions. The increase in digital gross margin for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily as a result of the decrease in expenses as noted above.
Current wording
The decrease in digital cost of revenue for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily due to a $1.8 million decrease in digital content amortization as the result of lower production spend, a $1.8 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year, a $1.4 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, and a $0.8 million decrease in customer service expense due to a decrease in the volume of contacts related to digital revenue. The increase in digital gross margin for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily as a result of the decrease in expenses as noted above.
Previous wording
The decrease in connected fitness cost of revenue for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was driven by lower inventory adjustments of $1.0 million, a $0.6 million decrease in freight and fulfillment expenses and a $0.4 million decrease in product costs, as the result of an approximate 57% decrease in the number of bikes delivered. The change in connected fitness gross margin for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily as a result of fixed expenses on lower connected fitness revenue.
Current wording
The decrease in connected fitness cost of revenue for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was driven by a $1.0 million decrease in freight, fulfillment and shipping expenses and a $0.6 million decrease in product costs, primarily due to management's decision to cease the sale of bike inventory in the first quarter of 2025.
Previous wording
The decrease in nutrition and other cost of revenue for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily due to a $4.4 million decrease in product costs due to a decrease in volume of products sold and a $2.5 million decrease in fulfillment, freight and shipping expenses related to the decrease in nutrition and other revenue, a $0.9 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year, and a $0.9 million decrease in customer service expense due to a decrease in the volume of contacts related to nutrition and other revenue. The decrease in nutrition and other gross margin for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily as a result of a buy one get one free program in the current quarter as well as the elimination of preferred customer fees in the current quarter.
Current wording
The decrease in nutrition and other cost of revenue for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily due to a $8.4 million decrease in product costs due to a decrease in the volume of products sold, a $4.9 million decrease in fulfillment, freight and shipping expenses related to the decrease in nutrition and other revenue, a $1.7 million decrease in customer service expense due to a decrease in the volume of contacts related to nutrition and other revenue, and a $1.4 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year. Nutrition and other gross margin decreased for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily as a result of the elimination of preferred customer fees, which did not carry any cost of revenues, in the current year and a higher level of promotional offerings in the current year.
Previous wording
The decrease in selling and marketing expense for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily due to a $21.9 million decrease in Partner compensation due to the Pivot (as we no longer have Partner compensation on new sales after November 1, 2024 and the Partner compensation recorded in the current quarter was the amortization of Partner compensation that was deferred in prior periods), a $7.1 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year and a $2.5 million decrease in event expenses due primarily to no events in the three months ended March 31, 2025 due to the Pivot, partially offset by a $3.8 million increase in media expenses due to increased advertising spend with the Pivot transition and a $0.9 million increase in affiliate compensation, which did not exist in the prior year period. With the Pivot and the transition from the MLM model to an affiliate model, the Company expects a significant decrease in Partner compensation in 2025 and does not expect to record any Partner compensation in 2025 other than the amortization of deferred Partner compensation. In addition, the Company will significantly reduce the number and length of events for Partners and these event expenses are expected to be reduced significantly in 2025. The Company recorded approximately $2.4 million of event expenses for the three months ended March 31, 2024.
Current wording
The decrease in selling and marketing expense for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily due to a $24.4 million decrease in Partner compensation due to the Pivot (as we no longer have Partner compensation on new sales after November 1, 2024 and the Partner Compensation recorded in the current quarter was the amortization of Partner compensation that was deferred in prior periods), a $5.5 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year, and a $3.4 million decrease in event expenses due primarily to no events in the three months ended June 30, 2025 due to the Pivot, partially offset by a $3.4 million increase in media expense due to increased advertising spend with the Pivot transition and a $0.7 million increase in affiliated compensation which did not exist in the prior year period. With the Pivot and the transition from the MLM model to an affiliate model the Company expects a significant decrease in Partner compensation in 2025 and does not expect to record any Partner compensation in 2025 other than the amortization of deferred Partner compensation. The Company will significantly reduce the number and length of events for Partners and these event expenses are expected to be reduced significantly in 2025.
Previous wording
Selling and marketing expense as a percentage of total revenue decreased by 660 basis points ("bps") primarily due to the Pivot and the transition from the MLM model to an affiliate model which significantly reduced Partner compensation.
Current wording
Selling and marketing expense as a percentage of total revenue decreased by 1,120 basis points ("bps") primarily due to the Pivot and transition from the MLM model to an affiliate model which significantly reduced Partner compensation.
Previous wording
Enterprise technology and development expenses primarily include personnel-related expenses for employees and professional fees paid to consultants to maintain the Company’s enterprise resource planning system, which is the core of our accounting, procurement, supply chain and other business support systems and primarily relate to enterprise systems applications, hardware, and software that serve as the technology infrastructure for the Company and are not directly related to services provided or tangible goods sold. Enterprise technology and development expenses also includes reporting and business analytics tools, security systems such as identity management and payment card industry compliance, office productivity software, research and development tracking tools, and other non-customer facing applications. Enterprise technology and development expenses also include payroll and related costs for employees involved in the research and development of new and existing products, depreciation of enterprise technology-related assets, software licenses, and technology equipment leases.
Current wording
Enterprise technology and development expenses primarily include personnel-related expenses for employees and professional fees paid to consultants to maintain the Company’s enterprise resource planning system, which is the core of our accounting, procurement, supply chain and other business support systems and primarily relate to enterprise systems applications, hardware, and software that serve as the technology infrastructure for the Company and are not directly related to services provided or tangible goods sold. Enterprise technology and development expenses also include reporting and business analytics tools, security systems such as identity management and payment card industry compliance, office productivity software, research and development tracking tools, and other non-customer-facing applications. Enterprise technology and development expenses include payroll and related costs for employees involved in the research and development of new and existing products, depreciation of enterprise technology-related assets, software licenses, and technology equipment leases.
Previous wording
The decrease in enterprise technology and development expenses for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily due to a $3.1 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year and due to a $2.0 million decrease in depreciation expense as a result of certain long-lived assets that were fully depreciated as of December 31, 2024 due to the Pivot. With the Pivot and the transition from the MLM model to an affiliate model, the Company expects a decrease in personnel-related expenses in 2025, due to the headcount reductions associated with the Pivot, and a significant decrease in depreciation expense in 2025 due to the long-lived assets impacted by the Pivot which were fully depreciated as of December 31, 2024.
Current wording
The decrease in enterprise technology and development expenses for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily due to a $4.5 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year and a $1.9 million decrease in depreciation expense as a result of certain long-lived assets that were fully depreciated as of December 31, 2024 due to the Pivot. With the Pivot and the transition from the MLM model to an affiliate model, the Company expects a decrease in personnel-related expenses in 2025, due to the headcount reductions associated with the Pivot, and a significant decrease in depreciation expense in 2025 due to the long-lived assets impacted by Pivot which were fully depreciated by December 31, 2024.
Previous wording
Enterprise technology and development expense as a percentage of total revenue increased by 260 bps due to a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses.
Current wording
Enterprise technology and development expense as a percentage of total revenue increased by 100 bps due to a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses.
Previous wording
General and administrative expenses includes personnel-related expenses and facilities-related costs primarily for our executive, finance, accounting, legal and human resources functions. General and administrative expenses also includes fees for professional services principally comprised of legal, audit, tax, and insurance.
Current wording
General and administrative expenses include personnel-related expenses and facilities-related costs primarily for our executive, finance, accounting, legal and human resources functions. General and administrative expenses also include fees for professional services principally comprised of legal, audit, tax, and insurance.
Previous wording
General and administrative expenses as a percentage of total revenue increased by 490 bps due to a decrease in revenue at a faster pace than the reduction in general and administrative expenses.
Current wording
General and administrative expenses as a percentage of total revenue increased by 690 bps due to a decrease in revenue at a faster pace than the reduction in general and administrative expenses.
Previous wording
The decrease in general and administrative expenses for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily due to a $2.7 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that have occurred in the past year partially offset by a $0.8 million gain on the sale of the Van Nuys facility in the prior year period which was recorded as a reduction of general and administrative expenses in the three months ended March 31, 2024. With the Pivot and the transition from the MLM model to an affiliate model, the Company expects a decrease in personnel-related expenses in 2025.
Current wording
The decrease in general and administrative expenses for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily due to a $3.7 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that have occurred in the past year, a $0.8 million gain on the sale of the Van Nuys facility which was recorded as a reduction of general and administrative expenses in the three months ended March 31, 2024, and a $0.8 million decrease in rent due to a decrease in leased space, partially offset by an increase in professional related expenses of $2.2 million.
Previous wording
In 2024, restructuring charges primarily relate to the Company's key initiatives. The charges incurred primarily consist of employee termination costs.
Current wording
In 2025 restructuring charges primarily related to additional post Pivot headcount reductions. In 2024, restructuring charges primarily relate to the Company's key initiatives. The charges incurred primarily consist of employee termination costs.
Previous wording
The change in fair value of warrant liabilities consists of the fair value changes of the public, private placement, Term Loan and Common Stock warrants. Interest expense primarily consists of interest expense associated with our borrowings and amortization of debt discount and issuance costs for our Term Loan (as defined below). Other income, net, consists of interest income earned on investments and gains (losses) on foreign currency.
Current wording
The change in fair value of warrant liabilities consists of the fair value changes of the Term Loan and Common Stock warrants. Interest expense primarily consists of interest expense associated with our borrowings and amortization of debt discount and issuance costs for our Term Loan (as defined below) and ABL Facility. Other income, net, consists primarily of interest income earned on investments and cash equivalents.
Previous wording
The income tax provision decrease for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily driven by changes in our valuation allowance and a decrease in the net expense from discrete events.
Current wording
The income tax provision increase for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily driven by changes in our valuation allowance and an increase in the net expense from discrete events.
Previous wording
On May 13, 2025, the Company, the lenders party thereto and Tiger, as administrative agent, entered into a $35.0 million ABL Facility, which includes a $10 million uncommitted accordion that matures on May 13, 2028 with the potential for two one-year extensions which would need to be approved by Tiger. The Company borrowed $25.0 million on the Asset-Based Lending Facility Effective Date. The ABL Facility bears interest based on the one-month SOFR rate plus 9.00% at its inception with a reduction in the rate to the one-month SOFR rate plus 7.75% after May 13, 2026 if the Company's fixed charge coverage ratio is greater than 1.10x. The ABL Facility is secured by a first lien on substantially all of the Company’s assets and there is no required payment of principal until July 1, 2026 and thereafter the principal repayment is approximately $2.1 million per year, which is split into equal monthly payments of $177,083. The remaining unpaid principal balance of the ABL Facility will be due on May 13, 2028, unless the ABL Facility is extended pursuant to its terms. The ABL Facility has financial covenants that require the Company to maintain certain billing levels, subscription counts and liquidity levels.
Current wording
On May 13, 2025, the Company, the lenders party thereto and Tiger, as administrative agent, entered into a $35.0 million ABL Facility, which includes a $10.0 million uncommitted accordion that matures on May 13, 2028 with the potential for two one-year extensions which would need to be approved by Tiger. The Company borrowed $25.0 million on the Asset-Based Lending Facility Effective Date. The ABL Facility bears interest based on the one-month SOFR rate plus 9.00% at its inception with a reduction in the rate to the one-month SOFR rate plus 7.75% after May 13, 2026 if the Company's fixed charge coverage ratio is greater than 1.10x. The ABL Facility is secured by a first lien on substantially all of the Company’s assets and there is no required payment of principal until July 1, 2026 and thereafter the principal repayment is approximately $2.1 million per year, which is split into equal monthly payments of $177,083. The remaining unpaid principal balance of the ABL Facility will be due on May 13, 2028, unless the ABL Facility is extended pursuant to its terms. During the period from May 13, 2025 (inception of the ABL Facility) and June 30, 2025, the ABL Facility had an effective interest rate of 15.35% and a cash interest rate of 13.60%.
Previous wording
The Company used the proceeds from the ABL Facility to repay in full its existing Term Loan on May 13, 2025 (outstanding principal balance of $17.3 million as of the date of repayment) along with the repayment of the outstanding paid in kind of $0.5 million, a prepayment premium of $0.3 million and outstanding accrued interest of $0.2 million. After repaying in full its existing Term Loan, the ABL Facility provided the Company with approximately $5 million in additional capital on its balance sheet.
Current wording
The Company used the proceeds from the ABL Facility to repay in full its existing Term Loan on May 13, 2025 (outstanding principal balance of $17.3 million as of the date of repayment) along with the repayment of the outstanding paid in kind of $0.5 million, a prepayment premium of $0.3 million and outstanding accrued interest of $0.2 million. The repayment of the Term Loan was accounted for as a debt extinguishment and the Company wrote off the remaining amount of unamortized debt discount and debt issuance costs as of the repayment date ($1.7 million) which in addition to the prepayment premium ($0.3 million) and certain legal expenses, was recorded as a loss on debt extinguishment of $2.2 million in the three and six months ended June 30, 2025.
Previous wording
See Note 9, Debt, and Note 16, Subsequent Events, for additional information on the ABL Facility and the repayment of the existing Term Loan.
Current wording
See Note 9, Debt, for additional information on the ABL Facility and the repayment of the existing Term Loan.
Previous wording
As of March 31, 2025, we had cash and cash equivalents totaling $18.1 million.
Current wording
As of June 30, 2025, we had cash and cash equivalents totaling $25.6 million.
Previous wording
Net cash provided by operating activities was $2.3 million and $9.1 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in net cash provided by operating activities during the three months ended March 31, 2025, compared to the prior year period, was primarily due to a decrease in cash provided by deferred revenue of $12.3 million, an increase in cash used in accrued expenses of $4.2 million, a decrease in cash provided by equity based compensation of $2.6 million and a decrease in depreciation and amortization expense of $2.5 million partially offset by a decrease in net loss of $8.5 million and an increase in cash provided by other assets of $6.9 million.
Current wording
Net cash provided by operating activities was $6.6 million and $8.2 million for the six months ended June 30, 2025 and 2024, respectively. The decrease in net cash provided by operating activities during the six months ended June 30, 2025, compared to the prior year period, was primarily due to an increase in cash used by deferred revenue of $11.6 million, an increase in cash used in accounts payable of $7.0 million, a decrease in depreciation and amortization expense of $5.9 million, and a decrease in cash provided by equity based compensation of $5.4 million, partially offset by a decrease in net loss of $13.4 million, an increase in cash provided by other assets of $9.3 million, and an increase in cash provided by inventory of $4.2 million.
Previous wording
Net cash (used in) provided by investing activities was $(0.7) million and $3.9 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in net cash provided by investing activities was due to proceeds received from the sale of the Van Nuys facility of $5.6 million in the three months ended March 31, 2024 partially offset by a decrease in capital expenditures of $1.0 million due to continued focus by management on capital expenditures, in particular related to technology.
Current wording
Net cash (used in) provided by investing activities was $(2.5) million and $2.7 million for the six months ended June 30, 2025 and 2024, respectively. The increase in net cash used in investing activities was due to proceeds received from the sale of the Van Nuys facility of $5.6 million in the prior year partially offset by a decrease in capital expenditures of $0.4 million due to continued focus by management on capital expenditures, in particular related to technology.
Previous wording
Net cash used in financing activities was $3.7 million and $7.2 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in net cash used in financing activities was primarily due to a decrease in debt repayments on our Term Loan in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.
Current wording
Net cash provided by (used in) financing activities was $0.8 million and $(11.5) million for the six months ended June 30, 2025 and 2024, respectively. The decrease in net cash used in financing activities was primarily due to the repayment of the Term Loan in the current period and the $25.0 million borrowing on the ABL Facility.
Previous wording
On August 8, 2022, the Company, Beachbody, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of the Company (the “Borrower”), and certain subsidiaries of the Company (together with the Company, the “Guarantors”), entered into a financing agreement (as amended, the “Financing Agreement”) with the lenders party thereto and Blue Torch Finance as administrative agent and collateral agent for such lenders, providing for a senior secured term loan facility in an initial aggregate principal amount of $50.0 million (the “Term Loan”). Obligations under the Financing Agreement are guaranteed by the Guarantors, and secured by a lien on and security interest in substantially all of the assets of the Borrower and the Guarantors (together with the Borrower, the “Loan Parties”), subject to customary exceptions. Between January 1, 2024 and March 31, 2025, the Company made partial prepayments of $13.7 million. As of March 31, 2025, the principal balance outstanding (including capitalized paid in kind interest) under the Term Loan was $18.4 million. During the three months ended March 31, 2025, the Term Loan was a secured overnight financing rate ("SOFR") loan, with an effective interest rate of 27.81% and a cash interest rate of 11.64% for the three months ended March 31, 2025.
Current wording
On August 8, 2022, the Company, Beachbody, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of the Company (the “Borrower”), and certain subsidiaries of the Company (together with the Company, the “Guarantors”), entered into a financing agreement (as amended, the “Financing Agreement”) with the lenders party thereto and Blue Torch Finance, LLC, ("Blue Torch") as administrative agent and collateral agent for such lenders, providing for a senior secured term loan facility in an initial aggregate principal amount of $50.0 million (the “Term Loan”). Obligations under the Financing Agreement are guaranteed by the Guarantors, and secured by a lien on and security interest in substantially all of the assets of the Borrower and the Guarantors (together with the Borrower, the “Loan Parties”), subject to customary exceptions. Between January 1, 2024 and April 30, 2025 the Company made partial prepayments of $13.7 million on the Term Loan. As noted above, the Term Loan was repaid in full on May 13, 2025. During the period from January 1, 2025 to May 13, 2025, the Term Loan was a SOFR loan, with an effective interest rate of 28.00% and a cash interest rate of 11.63%.
Previous wording
As of March 31, 2025, we have $13.9 million of lease obligations and purchase commitments associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. See Note 8, Commitments and Contingencies, for discussion of our contractual commitments that are primarily due within the next year.
Current wording
As of June 30, 2025, we have $17.0 million of lease obligations and purchase commitments associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. See Note 8, Commitments and Contingencies, for discussion of our contractual commitments that are primarily due within the next year.
Rearranged current paragraphs (12)
Current report — wording carried from elsewhere
The decrease in digital revenue for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily attributable to a $26.9 million decrease in revenue from our digital streaming services due to 18% fewer subscriptions in the current year as compared to the prior year on lower demand, a decrease of $6.0 million in fees from Partners due to the Pivot (there are no fees from Partners after November 1, 2024) and a decrease in digital program sales of $4.2 million.
Current report — wording carried from elsewhere
The decrease in nutrition and other revenue for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily attributable to a $38.8 million decrease in revenue from nutritional products due to 50% fewer nutritional subscriptions in the current year as compared to the prior year on lower demand, a $8.5 million decrease in revenue generated from our preferred customer fees due to the Pivot (there are no preferred customer fees after November 1, 2024), a $3.3 million decrease in shipping revenue due to the decrease in nutritional products sold and a $2.6 million decrease in event ticket sales (there were no events in the six months ended June 30, 2025 due to the Pivot), partially offset by a $2.4 million increase in Amazon sales.
Current report — wording carried from elsewhere
The decrease in nutrition and other cost of revenue for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily due to a $3.9 million decrease in product costs due to a decrease in the volume of products sold and a $2.4 million decrease in fulfillment, freight and shipping expenses related to the decrease in nutrition and other revenue. The decrease in nutrition and other gross margin for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily due to the elimination of preferred customer fees, which did not carry any cost of revenue, in the current period and a higher level of promotional offerings in the current period.
Current report — wording carried from elsewhere
The decrease in digital cost of revenue for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was due to a $3.6 million decrease in digital content amortization as a result of lower production spend, a $3.6 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year, a $2.0 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, a $1.8 million decrease in customer service expense due to a decrease in the volume of contacts related to digital revenue, and a $1.1 million decrease in digital content revisions. The increase in digital gross margin for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily as a result of the decrease in expenses as noted above.
Current report — wording carried from elsewhere
The decrease in selling and marketing expense for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily due to a $46.3 million decrease in Partner compensation due to the Pivot (as we no longer have Partner compensation on new sales after November 1, 2024 and the Partner compensation recorded in the current year was the amortization of Partner compensation that was deferred in prior periods), a $12.6 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year, and a $5.9 million decrease in event expenses due primarily to no events in the current year, partially offset by a $7.2 million increase in media expense due to increased advertising spend with the Pivot transition and a $1.6 million increase in affiliated compensation, which did not exist in the prior year period.
Current report — wording carried from elsewhere
Selling and marketing expense as a percentage of total revenue decreased by 880 bps primarily due to the Pivot and transition from the MLM model to an affiliate model which significantly reduced Partner compensation.
Current report — wording carried from elsewhere
The decrease in enterprise technology and development expenses for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily due to a $7.6 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past year and a $3.9 million decrease in depreciation expense as a result of certain long-lived assets that were fully depreciated as of December 31, 2024 due to the Pivot.
Current report — wording carried from elsewhere
Enterprise technology and development expense as a percentage of total revenue increased by 190 bps due to a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses.
Current report — wording carried from elsewhere
The decrease in general and administrative expenses for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily due to a $0.9 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that have occurred in the past year. With the Pivot and the transition from the MLM model to an affiliate model, the Company expects a decrease in personnel-related expenses in 2025.
Current report — wording carried from elsewhere
General and administrative expenses as a percentage of total revenue increased by 580 bps due to a decrease in revenue at a faster pace than the reduction in general and administrative expenses.
Current report — wording carried from elsewhere
The income tax provision increase for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily driven by changes in our valuation allowance and an increase in the net expense from discrete events.
Current report — wording carried from elsewhere
After repaying in full its existing Term Loan, the ABL Facility provided the Company with approximately $5 million in additional capital on its balance sheet.