Beachbody Company, Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 10, 2026
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-K
Period ended 2024-12-31; filed 2025-03-28.
0000950170-25-046760
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-10.
0001193125-26-100284
Item 7. 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 171 previous paragraphs and 170 current paragraphs.
65 unchanged; 51 reworded; 45 added; 54 removed; 1 previous and 9 current paragraphs rearranged.
Tables are not compared: 16 previous and 17 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 (45)
Current report
the impact of tariffs and global trade disruptions on us, our suppliers, and our customers;
Current report
Total revenue was $251.7 million, a 40% decrease;
Current report
Digital revenue was $153.3 million, a 32% decrease;
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Nutrition and other revenue was $97.6 million, a 48% decrease;
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Connected fitness revenue, which we ceased in the first quarter of 2025, was $0.9 million, an 87% decrease;
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Gross margin was 73.0%, an increase of 440 basis points ("bps");
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Total operating expenses were $178.3 million, compared to $353.6 million, which included a $20.0 million impairment of goodwill;
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Operating income was $5.5 million, the Company's first full year operating income since going public in 2021, compared to an operating loss of $66.2 million in the prior year;
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Adjusted EBITDA was $30.8 million, compared to $28.3 million; and
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Adjusted Net Income was $3.5 million, the Company's first full year adjusted net income since going public, compared to a loss of $31.2 million in the prior year.
Current report
On January 7, 2026, (the “ABL Facility Amendment Effective Date”), the Company and Tiger Finance, LLC ("Tiger") entered into Amendment No. 1 to the Credit Agreement (the “Amended ABL Facility Credit Agreement”), which amended the Company’s existing Credit Agreement. The Amended ABL Facility Credit Agreement amends, among other things, certain terms of the prior Credit Agreement including without limitation, to (1) eliminate the maximum capital expenditures covenant, (2) amend the minimum liquidity financial covenant, (3) amend the minimum Three Months Total Billings Target and the minimum Monthly Digital Subscriptions financial covenants which are not tested unless a Covenant Testing Period (as defined in the Amended ABL Facility Credit Agreement) has been triggered, (4) amend the minimum Monthly Digital Subscriptions Target, which is tested if a Covenant Testing Period has been triggered, (5) include a minimum billings fixed charge coverage ratio ("BFCCR") (as defined in the Amended ABL Facility Credit Agreement) financial covenant, which is tested if a Covenant Testing Period has been triggered, (6) extended the date for potential decrease in the interest rate of the ABL Facility, (7) extended the Make Whole prepayment premium, and (8) amend certain financial definitions, reporting covenants and other covenants thereunder.
Current report
The Company incurred a 1% amendment fee on the outstanding ABL Facility balance prior to the amendment (fee of $0.3 million).
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See Note 10, Debt, and Note 22, Subsequent Events, for additional information on the Amended ABL Facility Credit Agreement.
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Adjusted EBITDA
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Adjusted Net Income (Loss)
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(3) Includes post-Pivot restructuring expenses, primarily termination benefits, of approximately $2.5 million for the year ended December 31, 2025. Includes restructuring expenses and personnel costs associated with key initiatives of approximately $1.6 million during the year ended December 31, 2024.
Current report
(4) Tax impact calculated using the annual effective tax rate.
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Net Cash Position
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We use net cash position, which is a non-GAAP liquidity measure, to supplement our liquidity as presented in accordance with GAAP. We believe that net cash position is useful in viewing our liquidity, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing liquidity. Net cash position is not intended to be a substitute for GAAP financial measures and, as calculated may not be comparable to other similarly titled measures of liquidity for other companies in other industries or within the same industry.
Current report
The table below presents our net cash position, which is our cash and cash equivalents less the debt on our balance sheet for the periods indicated:
Current report
Free Cash Flow
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We use free cash flow, which is a non-GAAP liquidity measure, to supplement our cash provided by operating activities as presented in accordance with GAAP. We believe that free cash flow is useful in evaluating our liquidity, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing liquidity. Free cash flow is not intended to be a substitute for GAAP financial measures and, as calculated may not be comparable to other similarly titled measures of liquidity for other companies in other industries or within the same industry.
Current report
The table below presents our free cash flow, which is our net cash provided by operating activities less cash used for the purchase of property and equipment for the periods indicated:
Current report
The decrease in nutrition and other revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily attributable to a $71.7 million decrease in revenue from nutritional products due to 44% fewer average nutritional subscriptions in the current year as compared to the prior year as the result of lower demand, a $14.3 million decrease in revenue generated from our preferred customer fees as there were no preferred customer fees after November 1, 2024, a $5.7 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 year ended December 31, 2025), partially offset by a $5.7 million increase in Amazon sales primarily due to increased focus on this sales channel.
Current report
The decrease in connected fitness revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was 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 cost of revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was driven by a $5.9 million decrease in logistics expenses and a $2.5 million decrease in the level of inventory adjustments, primarily due to management's decision to cease the sale of bike inventory in the first quarter of 2025.
Current report
The decrease in selling and marketing expense for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to a $93.0 million decrease in Partner compensation (from $119.3 million for the year ended December 31, 2024 to $26.3 million for the year ended December 31, 2025) 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 $21.2 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years, and a $5.6 million decrease in event expenses due to no events in the current year (due to the Pivot), partially offset by a $14.3 million increase in media expense due to increased advertising spend with the Pivot transition and a $2.6 million increase in affiliate compensation, which did not exist until late in the fourth quarter of the prior year.
Current report
The decrease in enterprise technology and development expenses for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to an $18.9 million decrease in depreciation expense as a result of certain long-lived assets that were fully depreciated as of December 31, 2024 and due to $11.1 million of accelerated deprecation recorded in the prior year related to certain long-lived assets due to the Pivot and by a $15.2 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years.
Current report
ABL Facility and Repayment of Term Loan
Current report
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 secured overnight financing rate ("SOFR") plus 9.00% at its inception with a reduction in the rate to the one-month SOFR 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) to December 31, 2025, the ABL Facility had an effective interest rate of 15.09% and a cash interest rate of 13.25%.
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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 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.
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The Company’s financial covenants under the ABL Facility are as follows:
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The Company shall not fail to exceed the Three Month Total Billings Target (as defined in the Credit Agreement).
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The Company shall not fail to exceed the Quarterly Digital Subscriptions Target (as defined in the Credit Agreement).
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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.
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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
ABL Facility First Amendment
Current report
On January 7, 2026, the Company and Tiger entered into the Amended ABL Facility Credit Agreement, which amended the Company’s existing Credit Agreement. The Amended ABL Facility Credit Agreement amends, among other things, certain terms of the Credit Agreement including without limitation, to (1) eliminate the capital expenditures covenant, (2) increase the minimum liquidity financial covenant from $12 million to $15 million, (3) the minimum Three Months Total Billings Target and the minimum Monthly Digital Subscriptions financial covenants are not tested unless the Company's cash balance is less than $4.6 million greater than the outstanding debt principal (a Covenant Testing Period, as defined in the Amended ABL Facility Credit Agreement), (4) decrease the minimum Monthly Digital Subscriptions Target covenant level from 850,000 to 700,000, which is tested if a Covenant Testing Period (as defined in the Amended ABL Credit Facility Agreement) has been triggered, (5) add an additional financial covenant such that if a Covenant Testing Period, as defined in the Amended ABL Facility Credit Agreement) is in effect, the Company must maintain a minimum BFCCR (as defined in the Amended ABL Facility Credit Agreement) of at least 1.1x, (6) extended the date for potential decrease in the interest rate of the ABL
Current report
Facility from SOFR plus 9.00% to SOFR plus 7.75% from May 13, 2026 to December 31, 2026, (7) extended the Make Whole prepayment premium from November 13, 2026 to July 7, 2027, and (8) amend certain financial definitions, reporting covenants and other covenants thereunder.
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Removed paragraphs (54)
Previous report
Total revenue was $418.8 million, a 21% decrease;
Previous report
Digital revenue was $224.3 million, a 13% decrease;
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Nutrition and other revenue was $187.8 million, a 25% decrease;
Previous report
Connected fitness revenue was $6.6 million, a 66% decrease;
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Operating expenses were $353.6 million, compared to $464.1 million;
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Adjusted EBITDA was $28.3 million, compared to Adjusted EBITDA loss of $8.7 million.
Previous report
Recent Developments
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Pivot Restructuring
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The following table details the costs incurred and benefits realized associated with the Pivot in the year ended December 31, 2024:
Previous report
(1) Due to the Pivot, certain long-lived assets with a net book value of approximately $12.8 million will not be used by the Company after December 31, 2024. The Company performed an impairment review for its long-lived assets, including the long-lived assets that will not be used after December 31, 2024. The Company performed a test of recoverability and concluded that the carrying value of its long-lived assets, which are all in one asset group, were recoverable. The Company decreased the average remaining useful lives for the long-lived assets that were impacted by the Pivot from 25 months prior to the Pivot to 3 months after the Pivot. This resulted in accelerated depreciation expense of $11.1 million that was recorded in the Company's consolidated statement of operations in the year ended December 31, 2024. See Note 6, Property and Equipment, Net, for additional information on the accelerated depreciation.
Previous report
(2) Termination ($5.1 million) and retention benefits ($1.1 million) which are included in restructuring expense in the Company's consolidated statement of operations of approximately $6.2 million were recorded in the year ended December 31, 2024.
Previous report
(3) Consists of (a) inventory adjustments recorded associated with the decision by management to no longer sell connected fitness inventory beginning in early 2025, which were recorded in cost of revenue-connected fitness ($1.2 million) and (b) inventory adjustments for nutrition and other inventory impacted by the Pivot which were recorded in cost of revenue-nutrition and other ($0.2 million) in the consolidated statement of operations in the year ended December 31, 2024. See Note 4, Inventory, for additional information on the incremental inventory adjustments.
Previous report
(4) Modification of stock awards for employees who were impacted by the Pivot which includes accelerating the vesting of any options or restricted stock units ("RSU's") that would have vested within six 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 month in addition to the standard three months per original agreement), which resulted in a decrease to equity based compensation expense of $0.3 million in the Company's consolidated statement of operations for the year ended December 31, 2024. See Note 17, Equity-Based Compensation, for more information on the modification of stock awards.
Previous report
Goodwill Impairment
Previous report
Our annual goodwill impairment test, which was performed as of December 31, 2024, determined that our goodwill was impaired and we recorded goodwill impairment of $20.0 million for the year ended December 31, 2024. See Note 1, Description of Business and Summary of Significant Accounting Policies and Note 8, Goodwill, to our consolidated financial statements included elsewhere in this Report for additional information regarding the goodwill impairment recorded for the year ended December 31, 2024.
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Term Loan Amendment No. 6
Previous report
On October 18, 2024, (the “Term Loan Sixth Amendment Effective Date”), the Company and Blue Torch entered into Amendment No. 6 to the Financing Agreement (the “Term Loan Sixth Amendment”), which amended the Company’s existing Financing Agreement (as defined below). The Term Loan Sixth Amendment amends, among other things, certain terms of the Financing Agreement including without limitation, to (1) remove the minimum revenue financial covenant, (2) amend the minimum liquidity financial covenant, (3) include a minimum consolidated EBITDA (as defined in the Financing Agreement) financial covenant, (4) increase the quarterly principal payments on the Term Loan over the remaining quarterly periods, payable in monthly installments, until the maturity of the Term Loan, and (5) amend certain financial definitions, reporting covenants and other covenants thereunder.
Previous report
In connection with the Term Loan Sixth Amendment, the Company also amended and restated the Term Loan Warrants (as defined below) for the purchase of 97,482 shares of the Company’s Class A common stock. The amendment of the Term Loan Warrants amended the exercise price from $9.16 per share to $6.26 per share.
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2024 Repricing of Stock options
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The Company determined that a significant portion of its outstanding stock options under the 2020 Plan (as defined below) and the 2021 Plan (as defined below) had an exercise price per share that was significantly higher than the current fair market value of the Company’s common stock (the “2024 Underwater Options”). 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 2024 Underwater Options (the “2024 Amended Underwater Options”) for current employees and consultants of the Company to reduce the exercise price of the 2024 Amended Underwater Options to the closing per share price of the Company’s common stock on November 13, 2024 (the “2024 Repricing”). The Company had 451,115 2024 Amended Underwater Options which had their exercise price amended to $6.43 per option.
Previous report
The Company recognized incremental stock-based compensation of $0.4 million which was recorded as of the 2024 Repricing, related to 292,031 vested 2024 Amended Underwater Options.
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The Company also determined that outstanding stock options under the Inducement Plan (as defined below) had an exercise price per share that was significantly higher than the current fair market value of the Company’s common stock (the “2024 Underwater Inducement Plan Options”). The Compensation Committee of the Board resolved that it was in the best interests of the Company and its stockholders to amend the 2024 Underwater Inducement Plan Options (the “2024 Amended Underwater Inducement Plan Options”) for the Executive Chairman of the Company to reduce the exercise price of each 2024 Amended Underwater Inducement Plan Option to the closing per share price of the Company’s common stock on November 13, 2024 (the “2024 Inducement Plan Repricing”). The Company had 477,661 2024 Amended Underwater Inducement Plan Options which had their exercise price amended to $6.43 per option.
Previous report
As part of the 2024 Inducement Plan Repricing, the Company also determined that the Company's Executive Chairman's 318,440 Performance-Vesting Options would be converted from Performance-Vesting Options to Time-Vesting Options and thus those options will vest and become exercisable with respect to 25% of the Time-Vesting Options on each of the first four anniversaries of June 15, 2023.
Previous report
The Company recognized incremental stock-based compensation of $0.1 million which was recorded as of the 2024 Inducement Plan Repricing, related to 119,416 vested 2024 Amended Underwater Inducement Plan Options. In addition, incremental stock-based compensation of $0.5 million was recorded upon the conversion of 79,610 Performance-Vesting Options to Time-Vesting Options which resulted in the full vesting of the unamortized expense for those options upon the conversion.
Previous report
See Note 17, Equity-Based Compensation, for additional information on the 2024 Repricing of Stock Options.
Previous report
El Segundo Lease
Previous report
On November 11, 2024, the Company entered into an amendment to its lease of its headquarters in El Segundo, CA. The amendment extended the lease for 26 months from the original termination date of November 30, 2024 to January 31, 2027 and reduced the leased space from approximately 42,000 square feet to approximately 9,400 square feet. The annual base rent is approximately $0.4 million, with annual increases of approximately 3%.
Previous report
See Note 12, Leases, for additional information on the amendment of the El Segundo lease.
Previous report
(4) The non-cash charge for employee incentives which were expected to be settled in equity was recorded and included in the Adjusted EBITDA calculation during the year ended December 31, 2022. During the year ended December 31, 2023, we reclassified the non-cash charge from employee incentives expected to be settled in equity to equity-based compensation because we settled certain employee incentives with RSU awards during the period.
Previous report
The decrease in nutrition and other revenue for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily attributable to a $46.9 million decrease in revenue from nutritional products due to a 29% decrease in the average nutritional subscriptions in the current year as compared to the prior year on lower demand, a $9.4 million decrease in revenue generated from our preferred customer fees as there was a 41% decrease in the average number of preferred customers for the current year as compared to the prior year which was impacted by the discontinuation of this fee as of November 1, 2024 due to the Pivot, a $2.5 million decrease in fitness accessories revenue due to the decrease in Partners in the current period and a $2.2 million decrease in event ticket sales due primarily to the decrease in the number of, length of and attendance at events. With the Pivot and the transition from an MLM model to an affiliate model, the Company no longer received preferred customer fees beginning as of November 1, 2024 and will not receive preferred customer fees in 2025. The Company recorded $14.3 million and $23.7 million of preferred customer fees for the years ended December 31, 2024 and 2023, respectively. With the Pivot, the Company will also significantly reduce the number of, and length of, events, which will significantly reduce event ticket sales in 2025. The Company recorded $2.6 million and $4.8 million of event ticket sales for the years ended December 31, 2024 and 2023, respectively.
Previous report
The decrease in connected fitness revenue for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to an approximate 57% decrease in the number of bikes delivered (from approximately 20,900 in 2023 to approximately 9,000 in 2024) and an approximate 20% decrease in the average sales price for a bike. Management has determined that it will no longer sell connected fitness inventory beginning in early 2025.
Previous report
The decrease in connected fitness cost of revenue for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was driven by a $6.0 million decrease in fulfillment, freight and shipping expenses related to the decrease in connected fitness revenue, a $5.7 million decrease in product costs as a result of an approximate 57% decrease in the number of bikes delivered and lower inventory adjustments of $4.7 million. The decrease in connected fitness gross margin for the year ended December 31, 2024 compared to the year ended December 31, 2023 was due primarily to fixed expenses on lower connected fitness revenue and an approximate 20% decrease in the average sales price for a bike. Management has determined that it will no longer sell connected fitness inventory beginning in early 2025. The discontinuation of the sale of connected fitness inventory is expected to increase the
Previous report
Company's gross profit and gross margin as connected fitness has experienced negative gross profit and gross margins for the years ended December 31, 2024 and 2023, respectively.
Previous report
The decrease in selling and marketing expense for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to a $49.4 million decrease in Partner compensation as a result of the decrease in the number of Partners, lower commissionable revenue, a decrease in the commission rate paid to Partners that started at the beginning of January 2024 and the discontinuation of the Partner network in December 2024, an $11.8 million decrease in event expenses due primarily to a decrease in the number of, length of, and attendance at events, an $11.0 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the current and prior year and a $4.5 million decrease in the amortization of intangible assets due to the impairment of certain assets in the fourth quarter of 2023. With the Pivot and the transition from the MLM model to an affiliate model, the Company will no longer incur Partner compensation in 2025. The Company recorded Partner compensation of $119.3 million and $168.6 million for the years ended December 31, 2024 and 2023, respectively. The Company will incur affiliate compensation but it is expected to be significantly less than the previously recorded Partner compensation. The Pivot will also significantly reduce the number of, and length of, events for Partners and these event expenses are expected to be reduced significantly in 2025. The Company recorded approximately $5.4 million and $17.2 million of event expenses for the years ended December 31, 2024 and 2023, respectively. The Company also expects a decrease in personnel-related expenses in 2025 due to the headcount reductions associated with the Pivot.
Previous report
The increase in enterprise technology and development expense for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to a $6.9 million increase in depreciation expense as a result of accelerated depreciation of $11.1 million related to certain long-lived assets that due to the Pivot will no longer be used by the Company after December 31, 2024 partially offset by a $4.6 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the current and prior 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, due to the headcount reductions associated with the Pivot, and a decrease in depreciation expense in 2025 due to the long-lived assets impacted by Pivot which were fully depreciated as of December 31, 2024.
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Impairment of Intangible Assets
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Impairment of intangible assets includes intangible asset impairment in 2023.
Previous report
During the year ended December 31, 2023, due to reduced revenue and operating income forecasts, we tested our definite-lived intangible assets for recoverability and recognized a $3.1 million impairment charge which reduced the carrying amount of our intangible assets to zero.
Previous report
The decrease in loss on partial debt extinguishment for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was due to lower partial prepayments on the Term Loan ($13.7 million in the year ended
Previous report
Term Loan Maturity and Liquidity Considerations
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Reworded paragraphs (51)
Previous wording
This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including statements about and the financial condition, results of operations, earnings outlook and prospects of the Company. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
Current wording
This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including statements about and the financial condition, results of operations, earnings outlook, new selling initiatives, and prospects of the Company. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
Previous wording
our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operating expenses including changes in selling and marketing, general and administrative and enterprise technology and development expenses (including any components of the foregoing), Adjusted EBITDA (as defined below) and our ability to achieve and maintain future profitability;
Current wording
our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operating expenses including changes in selling and marketing, general and administrative and enterprise technology and development expenses (including any components of the foregoing), Adjusted EBITDA, Adjusted Net Income (Loss), and our ability to achieve and maintain future profitability;
Previous wording
disruptions related to the Pivot (as defined below) and our ability to implement the proposed restructuring of our core business model;
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disruptions related to the Pivot, any future restructurings, and our ability to implement the proposed restructuring of our core business model;
Previous wording
We were in compliance with the financial covenants as of December 31, 2024. As noted above, the Company believes that it may violate one or more of its financial covenants on its Term Loan in the second half of 2025. In addition, 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 liquidity financial covenant and the minimum consolidated EBITDA financial covenant for which the cushion in passing is expected to narrow in upcoming quarters. Failure to comply with the financial and other covenants under the Financing Agreement, would constitute a condition of default and would allow Blue Torch to accelerate the maturity of all indebtedness under the Financing Agreement. 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 Financing Agreement or raise sufficient capital to repay such obligations in the event the maturity is accelerated. As noted above, the Company is currently in discussions with a third-party lender who has provided an executed term sheet and a non binding Commitment Letter for an ABL Facility for a term of at least three years that would provide the Company sufficient liquidity to pay-off the Term Loan and have additional sufficient liquidity available for the cash flow needs of the Company.
Current wording
our ability to comply with the financial covenants in our ABL Facility;
Previous wording
BODi is a leading fitness and nutrition company. We focus primarily on digital content, supplements, connected fitness, and consumer health and wellness. 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 Beachbody on Demand Interactive ("BODi") streaming services.
Current wording
BODi is a leading fitness and nutrition company. We focus primarily on digital content, supplements, and consumer health and wellness. 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®, LIFT4®, 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 services.
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
In the fitness and nutrition industry, we focus primarily on digital content, supplements, connected fitness, and consumer health and wellness. Our goal is to continue to provide holistic fitness and nutrition content and subscription-based solutions. Leveraging our history of fitness content creation, nutrition innovation, and our affiliates, we plan to continue market penetration into the fitness and nutrition markets to reach a wider fitness and nutrition audience. Management has determined that it will no longer sell connected fitness inventory in early 2025.
Current wording
In the fitness and nutrition industry, we focus primarily on digital content, supplements, and consumer health and wellness. Our goal is to continue to provide holistic fitness and nutrition content and subscription-based solutions. Leveraging our history of fitness content creation, nutrition innovation, and our affiliates, we plan to continue market penetration into the fitness and nutrition markets to reach a wider fitness and nutrition audience. Management ceased the sale of connected fitness inventory in the first quarter of 2025.
Previous wording
Our revenue is generated primarily through affiliates, social media marketing channels, direct response advertising and ecommerce marketplaces 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, revenue from the sale of nutritional and other products and connected fitness revenue. 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 such as 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, revenue from the sale of nutritional and other products, and connected fitness revenue (prior to the first quarter of 2025). In addition to selling individual products on a standalone basis, we bundle digital and nutritional products together at discounted prices.
Previous wording
On September 30, 2024, the Company announced a restructuring of its network business (the “Pivot”) which transitioned the Company’s multi-level marketing model (“MLM”) to a single level affiliate model and reduced the Company's headcount by approximately 170 employees (33% of the Company’s workforce on that date) in the fourth quarter of 2024.
Current wording
On September 30, 2024, the Company announced a restructuring of its network business (the “Pivot”) which converted the Company’s MLM to a single level affiliate model and reduced the Company's headcount by approximately 170 employees (33% of the Company’s workforce on that date) in the fourth quarter of 2024.
Previous wording
Net loss was $71.6 million, compared to a net loss of $152.6 million; and
Current wording
Net loss was $2.9 million, compared to a net loss of $71.6 million, which included a $20.0 million impairment of goodwill;
Previous wording
See “Non-GAAP Information” below for information regarding our use of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA.
Current wording
See “Non-GAAP Information” below for information regarding our use of Adjusted EBITDA and Adjusted Net Income (Loss) and a reconciliation of net loss to Adjusted EBITDA and to Adjusted Net Income (Loss).
Previous wording
Our ability to expand the number of digital subscriptions is an indicator of our market penetration and growth. Digital subscriptions include BOD (through March 2023) and BODi. 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 ("BOGO").
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 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 ("BOGO").
Previous wording
Nutritional subscriptions include monthly subscriptions for nutritional products such as Shakeology, Beachbody Performance and BEACHBAR. We also may package and bundle the content experience of digital subscriptions with nutritional subscriptions to optimize customer results.
Current wording
Nutritional subscriptions include monthly subscriptions for nutritional products such as Shakeology® and Beachbody Performance. We also package and bundle the content experience of digital subscriptions with nutritional subscriptions to optimize customer results.
Previous wording
We use Adjusted EBITDA, which is a non-GAAP performance measure, to supplement our results presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). We believe Adjusted EBITDA is useful in evaluating our operating performance, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
Current wording
We use Adjusted EBITDA, which is a non-GAAP performance measure, to supplement our results presented in accordance with GAAP. We believe Adjusted EBITDA is useful in evaluating our operating performance, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
Previous wording
(2) Includes accelerated depreciation expense of $11.1 million for the year ended December 31, 2024 related to certain long-lived assets that due to the Pivot will not be used by the Company after December 31, 2024.
Current wording
(2) Includes accelerated depreciation expense of $11.1 million for the year ended December 31, 2024 related to certain long-lived assets that due to the Pivot were not used by the Company after December 31, 2024.
Previous wording
(3) Includes benefits due to the modification of stock awards of $0.8 million and $1.0 million for the years ended December 31, 2024 and 2023, respectively.
Current wording
(3) Includes benefits due to the modification of stock awards of $0.9 million and $0.8 million for the years ended December 31, 2025 and 2024, respectively.
Previous wording
(5) Includes (a) restructuring expense and personnel costs associated with the Pivot of $6.2 million during the year ended December 31, 2024 and (b) adjustments recorded to connected fitness inventory of $1.2 million due to the decision to cease the sale of connected fitness inventory beginning in early 2025 and adjustments recorded to nutrition and other inventory of $0.2 million due to the Pivot, in the year ended December 31, 2024.
Current wording
(4) Includes (a) restructuring expenses and personnel costs associated with the Pivot of $6.2 million during the year ended December 31, 2024 and (b) adjustments recorded to connected fitness inventory of $1.2 million due to the decision to cease the sale of connected fitness inventory in early 2025 and adjustments recorded to nutrition and other inventory of $0.2 million due to the Pivot, in the year ended December 31, 2024.
Previous wording
(6) Includes restructuring expense and personnel costs associated with key initiatives of $1.6 million during the year ended December 31, 2024 and restructuring expense and personnel costs of $7.2 million associated with executing our key growth priorities during the year ended December 31, 2023. The cost primarily relates to termination benefits related to headcount reductions.
Current wording
(5) Includes post-Pivot restructuring expenses of $2.5 million for the year ended December 31, 2025. Includes restructuring expenses and personnel costs associated with key initiatives of $1.6 million during the year ended December 31, 2024. The cost primarily relates to termination benefits related to headcount reductions.
Previous wording
(1) Represents the loss related to the $1.0 million, $5.5 million, $4.0 million and $3.2 million partial debt prepayments that the Company made on January 9, 2024, February 29, 2024, April 5, 2024 and October 18, 2024, respectively, and the $15.0 million partial debt prepayment that the Company made on July 24, 2023.
Current wording
(1) The year ended December 31, 2025 represents the loss related to the $17.3 million debt extinguishment that the Company made on May 13, 2025. The year ended December 31, 2024 represents the loss related to the $1.0 million, $5.5 million, $4.0 million and $3.2 million partial debt prepayments that the Company made on January 9, 2024, February 29, 2024, April 5, 2024 and October 18, 2024, respectively.
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 subscriptions 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 (management ceased the sale of bike inventory in the first quarter of 2025), 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 subscriptions revenue is recognized ratably over the subscription period which at December 31, 2025 had an initial average life of approximately 13 months.
Previous wording
The decrease in digital revenue for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily attributable to a $30.9 million decrease in revenue from our digital streaming services due to a 25% decrease in the average digital subscriptions in the current year as compared to the prior year on lower demand which was partially offset by the transition of all digital subscriptions to the higher priced BODi subscription over the past year. In addition, in the current year there was a decrease of $4.0 million in fees from Partners due to a 36% decrease in the average number of Partners for the current year as compared to the prior year which was also impacted by the discontinuation of this fee as of November 1, 2024 due to the Pivot. With the Pivot and the transition from an MLM model to an affiliate model, the Company no longer received fees from Partners beginning as of November 1, 2024 and will not receive fees from Partners in 2025. The Company recorded $9.9 million and $13.9 million of fees from Partners for the years ended December 31, 2024 and 2023, respectively. We may experience a decrease in both digital and nutrition revenue in 2025 as we transition from the MLM model and ramp up the single level affiliate model.
Current wording
The decrease in digital revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily attributable to a $48.6 million decrease in revenue from our digital streaming services due to 18% fewer average digital subscriptions in the current year as compared to the prior year as the result of lower demand, a decrease in digital program sales of $11.8 million, and a decrease of $9.9 million in fees from Partners due to the Pivot (there were no fees from Partners after November 1, 2024).
Previous wording
Digital cost of revenue includes costs associated with digital content creation including amortization and revision of content assets, depreciation of streaming platforms, digital streaming costs and amortization of acquired digital platform intangible assets (in the 2023 period). It also includes customer service costs, payment processing fees, depreciation of production equipment, live trainer costs, facilities, and related personnel expenses.
Current wording
Digital cost of revenue includes costs associated with digital content creation including amortization and revision of content assets, depreciation of streaming platforms, and digital streaming costs. It also includes customer service costs, payment processing fees, depreciation of production equipment, facilities, and related personnel expenses.
Previous wording
Nutrition and other cost of revenue includes product costs, shipping, logistics, fulfillment and warehousing, customer service, and payment processing fees. It also includes depreciation of nutrition-related e-commerce websites and social commerce platforms, amortization of acquired formulae intangible assets (in the 2023 period), facilities, and related personnel expenses.
Current wording
Nutrition and other cost of revenue includes product costs, shipping, logistics, fulfillment and warehousing, customer service, and payment processing fees. It also includes depreciation of nutrition-related e-commerce websites and social commerce platforms, and related personnel expenses.
Previous wording
The decrease in digital cost of revenue for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was due to a $8.1 million decrease in digital content amortization as a result of lower production spend, a $5.9 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets and a $3.9 million decrease in digital content revisions. The increase in digital gross margin for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily as a result of the decrease in expenses as noted above.
Current wording
The decrease in digital cost of revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was due to a $6.8 million decrease in digital content amortization as a result of lower production spend, a $5.6 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years, a $4.0 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, a $2.6 million decrease in customer service expense due to a decrease in the volume of contacts related to digital revenue, and a $1.3 million decrease in digital content revisions. The increase in digital gross margin for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily as a result of the decrease in expenses as noted above partially offset by the elimination of partner fees, which did not carry any cost of revenues in the prior year.
Previous wording
The decrease in nutrition and other cost of revenue for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to an $11.1 million decrease in product costs due to a decrease in volume of products sold and a $8.5 million decrease in fulfillment, freight and shipping expenses related to the decrease in nutrition and other revenue, a $3.9 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, a $2.4 million decrease in customer service expense due to a decrease in the volume of contacts related to nutrition and other revenue and lower inventory adjustments of $1.6 million. Nutrition and other gross margin increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily as a result of the decrease in depreciation expense and the decrease in customer service expense.
Current wording
The decrease in nutrition and other cost of revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to a $14.4 million decrease in product costs due to a decrease in volume of products sold, a $9.8 million decrease in logistics expenses related to the decrease in nutrition and other revenue, a $3.3 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years, and a $2.8 million decrease in customer service expense due to a decrease in the volume of contacts related to nutrition and other revenue. Nutrition and other gross margin decreased for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily as a result of the elimination of preferred customer fees, which did not carry any cost of revenues in the prior year and a higher level of promotional offerings in the current year.
Previous wording
Selling and marketing expenses primarily include the cost of Partner compensation, affiliate expenses (which began on November 1, 2024), 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 (in the 2023 period). Selling and marketing expense as a percentage of total revenue may fluctuate from period to period based on total revenue, timing of new content and nutritional product launches, and the timing of our media investments to build awareness around launch activity.
Current wording
Selling and marketing expenses primarily include the cost of Partner compensation, affiliate expenses (which began on November 1, 2024), 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 as a percentage of total revenue may fluctuate from period to period based on total revenue, timing of new content and nutritional product launches, and the timing of our media investments to build awareness around launch activity.
Previous wording
Selling and marketing expense as a percentage of total revenue decreased by 570 bps primarily due to the decrease in Partner compensation and event expenses.
Current wording
Selling and marketing expenses as a percentage of total revenue decreased by 1,060 bps primarily due to the Pivot and the transition from the MLM model to an affiliate model which significantly reduced Partner compensation and eliminated event expenses.
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 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 and services, enterprise technology hosting expenses, 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, research and development expenses related to new nutritional product development, 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, enterprise technology hosting expenses, depreciation of enterprise technology-related assets, software licenses, and technology equipment leases.
Previous wording
Enterprise technology and development expense as a percentage of total revenue increased by 410 bps due to the accelerated depreciation on the long-lived assets impacted by the Pivot, as well as 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 decreased by 140 bps primarily due to the accelerated depreciation on the long-lived assets impacted by the Pivot in the prior year and certain long-lived assets that were fully depreciated as of December 31, 2024, partially offset by a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses.
Previous wording
The decrease in general and administrative expense for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to a $4.4 million decrease in professional and accounting fees due to a management focus on decreasing spending, a $2.1 million decrease in insurance expense as some of our insurance is based on the level of the Company's revenues or the number of employees, which both have declined in the current period compared to the prior period, a $1.5 million decrease in personnel-related expenses as a result of lower headcount primarily related to the restructuring activities that occurred in the current and prior year and 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 year ended December 31, 2024. The Company expects a decrease in personnel related expenses in 2025 due to the headcount reductions associated with the Pivot.
Current wording
The decrease in general and administrative expenses for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to a $6.9 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that have occurred in the past two years, a $1.3 million decrease in rent expense due to a decrease in leased space, and a $1.1 million decrease in insurance expense as some of our insurance is based on the level of the Company's revenues or the number of employees, which both have declined in the current period compared to the prior period, partially offset by 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 year ended December 31, 2024.
Previous wording
General and administrative expense as a percentage of total revenue increased by 70 bps due to the 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 420 bps due to the decrease in revenue at a faster pace than the reduction in general and administrative expenses.
Previous wording
In 2024, restructuring charges related primarily to the Pivot which was announced by the Company on September 30, 2024 (see Note 15, Restructuring, for more information on the Pivot) and key initiatives. Restructuring charges in 2023 primarily relate to activities focused on aligning our operations with our key growth priorities, including a reduction in headcount. 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 related primarily to the Pivot which was announced by the Company on September 30, 2024 (see Note 14, Restructuring, for more information on the Pivot) and key initiatives. The charges incurred primarily consist of employee termination costs.
Previous wording
Impairment of goodwill includes goodwill impairment in 2024 and 2023.
Current wording
Impairment of goodwill includes goodwill impairment in 2024.
Previous wording
The Company performed its annual goodwill impairment test as of December 31, 2024 and 2023 and based on the quantitative analysis recognized goodwill impairment of $20.0 million and $40.0 million for the years ended December 31, 2024 and 2023, respectively.
Current wording
The Company performed its annual goodwill impairment test as of December 31, 2025 and 2024 and based on a quantitative analysis recognized goodwill impairment of $20.0 million for the year ended December 31, 2024.
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 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) and ABL Facility. Other income, net, consists primarily of interest income earned on investments and cash equivalents.
Previous wording
December 31, 2024 as compared to $15.0 million in the year ended December 31, 2023). The Company recorded an impairment of $4.0 million on its other investment during the year ended December 31, 2023. The $1.5 million decrease in the change in fair value of warrant liabilities during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily resulted from a relatively lower decline in our stock price during the current year partially offset by the issuance of the Common Stock Warrants on December 13, 2023 and the change in their value to December 31, 2024. The $2.0 million decrease in interest expense was primarily due to lower average borrowings under the Term Loan during the year ended December 31, 2024 due primarily to principal prepayments of $28.7 million on the outstanding Term Loan balance from July 1, 2023 to December 31, 2024. The $1.2 million increase in other income as compared to the prior year was primarily due to a $1.2 million gain on the sale of the expected settlement amount from the pending resolution of a legal claim made by the Company in the year ended December 31, 2024.
Current wording
The loss on debt extinguishment for the year ended December 31, 2025 was due to the repayment in full ($17.3 million) of the Term Loan as of May 13, 2025. The loss on debt extinguishment for the year ended December 31, 2024 was due to partial prepayments of $13.7 million on the Term Loan that occurred in the year ended December 31, 2024. The $3.1 million change in fair value of warrant liabilities during the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily resulted from a 68% increase in our stock price during the current year as compared to a 26% decrease in our stock price in the prior year. The $1.9 million decrease in interest expense was primarily due to (1) a decrease of approximately 15% in the average principal debt balance outstanding during the year ended December 31, 2025 as compared to the prior year and (2) a decrease of approximately 38% 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). The $2.1 million decrease in other income as compared to the prior year was primarily due to a $1.2 million gain on the sale of a legal claim for a litigation settlement in the year ended December 31, 2024.
Previous wording
The income tax provision increase for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily driven by changes in our valuation allowance and an increase in the net expense from discrete events.
Current wording
The income tax provision decrease for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily driven by changes in our valuation allowance and a decrease in the net expense from discrete events.
Previous wording
Historically, our primary sources of liquidity have been sales of our equity, debt financing, and cash generated from our operations. As of December 31, 2024, we had $20.2 million in cash and cash equivalents.
Current wording
Historically, our primary sources of liquidity have been sales of our equity, debt financing, and cash generated from our operations. As of December 31, 2025, we had $39.0 million in cash and cash equivalents.
Previous wording
In connection with the Term Loan Sixth Amendment, on the Term Loan Sixth Amendment Effective Date, the Company made partial prepayments on the Term Loan of $3.2 million along with the related prepayment premium of 2% on $2.0 million of the partial prepayments and accrued interest. The partial prepayment of $3.2 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 Term Loan Sixth Amendment Effective Date ($0.4 million) which in addition to the prepayment premium was recorded as a loss on partial debt extinguishment of $0.5 million in the year ended December 31, 2024. The Company also incurred a 1% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $0.3 million).
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 year ended December 31, 2025.
Previous wording
As a result, the Company believes it will have adequate cash flows to support its ongoing operations for at least one year following the date that these consolidated financial statements are issued.
Current wording
We were in compliance with the financial covenants under our ABL Facility as of December 31, 2025. The Company believes it will have adequate cash flows to support its ongoing operations for at least one year following the date that these consolidated financial statements are issued.
Showing the first 40 of 51 pairs. Open the source sections for the rest.
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
(1) See “Non-GAAP Information” below for a reconciliation of net loss to Adjusted Net Income (Loss) and an explanation for why we consider Adjusted Net Income (Loss) to be a helpful metric for investors.
Current report — wording carried from elsewhere
In addition to our results determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"), we believe the following non-GAAP financial information is useful in evaluating our operating performance.
Current report — wording carried from elsewhere
(1) The year ended December 31, 2025 represents the loss related to the $17.3 million debt extinguishment that the Company made on May 13, 2025. The year ended December 31, 2024 represents the loss related to the $1.0 million,
Current report — wording carried from elsewhere
$5.5 million, $4.0 million and $3.2 million partial debt prepayments that the Company made on January 9, 2024, February 29, 2024, April 5, 2024 and October 18, 2024, respectively.
Current report — wording carried from elsewhere
We use adjusted net income (loss), which is a non-GAAP performance measure, to supplement our results presented in accordance with GAAP. We believe adjusted net income (loss) is useful in evaluating our operating performance, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. Adjusted net income (loss) is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
Current report — wording carried from elsewhere
We define and calculate adjusted net income (loss) as net income (loss) adjusted for impairment of goodwill, restructuring costs, the change in fair value of warrant liabilities, and other items that are not normal, recurring operating activities necessary to operate the Company's business, and the tax impact of the adjustments as described in the reconciliation below.
Current report — wording carried from elsewhere
We include this non-GAAP financial measure because it is used by management to evaluate BODi’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted net income (loss) excludes certain expenses that are required in accordance with GAAP because they are non-cash (for example, in the case of impairment of goodwill and the change in fair value of warrant liabilities) or are not related to our underlying business performance (for example, in the case of restructuring costs).
Current report — wording carried from elsewhere
The table below presents our adjusted net income (loss) reconciled to our net income (loss), the closest GAAP measure, for the periods indicated:
Current report — wording carried from elsewhere
(2) Pivot restructuring includes accelerated depreciation expense of $11.1 million for the year ended December 31, 2024, related to certain long-lived assets that due to the Pivot were not used by the Company after December 31, 2024. Also, includes (a) restructuring expenses and personnel costs associated with the Pivot of $6.2 million during the year ended December 31, 2024, and (b) adjustments recorded to connected fitness inventory of $1.2 million due to the decision to cease the sale of connected fitness inventory in early 2025 and adjustments recorded to nutrition and other inventory of $0.2 million due to the Pivot, in the year ended December 31, 2024.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On September 30, 2024, the Company announced the Pivot which transitioned the Company’s MLM model to a single level affiliate model and reduced the Company's headcount by approximately 170 employees (33% of the Company’s workforce on that date) in the fourth quarter of 2024. The actions associated with the Pivot resulted in approximately $18.5 million in costs recorded in the Company's consolidated statement of operations in the year ending December 31, 2024.