Beachbody Company, Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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, 2026 · Filed Aug 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-Q
Period ended 2026-03-31; filed 2026-05-12.
0001193125-26-219677
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001193125-26-342561
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 153 previous paragraphs and 186 current paragraphs.
106 unchanged; 35 reworded; 37 added; 11 removed; 1 previous and 8 current paragraphs rearranged.
Tables are not compared: 15 previous and 24 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 (37)
Current report
Total revenue was $49.6 million, a 22% decrease;
Current report
Digital revenue was $31.2 million, a 22% decrease;
Current report
Nutrition and other revenue was $18.5 million, a 24% decrease;
Current report
Operating expenses were $34.1 million, compared to $50.2 million;
Current report
Adjusted EBITDA was $6.7 million, compared to $4.6 million.
Current report
For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025:
Current report
Total revenue was $103.9 million, a 24% decrease;
Current report
Digital revenue was $64.7 million, a 22% decrease;
Current report
Nutrition and other revenue was $39.2 million, a 26% decrease;
Current report
Gross margin was 71.9%, an increase of 20 bps;
Current report
Operating expenses were $70.0 million, compared to $105.4 million;
Current report
Net income was $3.7 million, compared to a net loss of $11.6 million;
Current report
Adjusted net income was $3.4 million, compared to a loss of $7.9 million in the prior year period; and
Current report
Adjusted EBITDA was $14.6 million, compared to $8.3 million.
Current report
On August 3, 2026, (the “ABL Facility Second Amendment Effective Date”), the Company and Tiger entered into Amendment No. 2 to the Credit Agreement (the "Second Amended ABL Facility Credit Agreement"), which amended the Company’s existing Credit Agreement which had been previously amended by the ABL Facility First Amendment on January 7, 2026. The Second Amended ABL Facility Credit Agreement amends, among other things, certain terms of the Credit Agreement including without limitation, to (1) amend the cash balance required to trigger a Covenant Testing Period, (2) eliminate the minimum BFCCR covenant, (3) amend the minimum liquidity financial covenant, (4) amend both the minimum Three Months Total Billings Target and the minimum Monthly Digital Subscriptions financial covenants which are not tested unless a Covenant Testing Period has been triggered, (5) amend the monthly principal payment, (6) the interest rate of the ABL Facility will remain at SOFR plus 9.00% till the maturity of the ABL Facility, and (7) amend certain financial definitions, reporting covenants and other covenants thereunder.
Current report
The Company incurred an amendment fee of $0.3 million.
Current report
See Note 9, Debt, and Note 16, Subsequent Events, for additional information on the Second Amended ABL Facility Credit Amendment.
Current report
The 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.
Current report
Includes post-Pivot Restructuring expenses, primarily termination benefits, of $2.5 million for the three and six months ended June 30, 2025.
Current report
(1) The 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.
Current report
(2) Includes post-Pivot Restructuring expenses, primarily termination benefits, of $2.5 million for the three and six months ended June 30, 2025.
Current report
The decrease in nutrition and other revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily attributable to a $5.2 million decrease in revenue from nutritional products due to a 23% decrease in the average order value due to product mix and promotional offerings and 3% fewer average nutritional subscriptions in the current quarter as compared to the prior year as the result of lower demand and a $0.3 million decrease in shipping revenue due to the decrease in nutritional products sold.
Current report
The decrease in digital revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to a $17.0 million decrease in revenue from our digital streaming services due to 20% fewer average subscriptions in the current year as compared to the prior year as the result of lower demand.
Current report
The decrease in connected fitness revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was due to management's decision to cease the sale of bike inventory in the first quarter of 2025.
Current report
The decrease in nutrition and other cost of revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to a $1.0 million decrease in logistics expenses related to the decrease in nutrition and other revenue and a $0.7 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years. The decrease in nutrition and other gross margin for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to a higher level of promotional offerings in the current period.
Current report
The decrease in connected fitness cost of revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was due to management's decision to cease the sale of bike inventory in the first quarter of 2025.
Current report
Enterprise technology and development expense as a percentage of total revenue increased by 160 bps due to a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses.
Current report
The decrease in general and administrative expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to a $4.0 million decrease in professional related expenses, a $2.2 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that have occurred in the past two years, and a $0.4 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.
Current report
General and administrative expenses as a percentage of total revenue decreased by 130 bps due primarily to the decrease in professional related expenses.
Current report
Restructuring
Current report
In 2025 restructuring charges primarily related to additional post Pivot headcount reductions. The charges incurred primarily consist of employee termination costs.
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 $0.5 million change in fair value of warrant liabilities during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily resulted from a 1% decrease in our stock price during the current period as compared to a 33% decrease in our stock price in the prior year period. The $0.8 million decrease in interest expense was primarily due to 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), 14.9% as compared to 28.0% in the prior year period, respectively, partially offset by an increase of approximately 16% in the average principal debt balance outstanding during the current period as compared to the prior year period.
Current report
See Note 9, Debt, for additional information on the First Amended ABL Facility Credit Amendment.
Current report
On August 3, 2026, the Company and Tiger entered into the Second Amended ABL Facility Credit Agreement which amended the Company’s existing Credit Agreement which had been previously amended by the ABL Facility First Amendment on January 7, 2026. The Second Amended ABL Facility Credit Agreement amends, among other things, certain terms of the Credit Agreement including without limitation, to (1) 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 $22.5 million, (a Covenant Testing Period, as defined in the Second Amended ABL Facility Credit Agreement), a decrease from the previous required cash level of $4.6 million greater than the outstanding debt principal ($29.6 million at June 30, 2026), (2) eliminate the minimum BFCCR covenant, (3) increase the minimum liquidity financial covenant from $15 million to $18 million, which will decrease at a monthly amount of approximately $0.2 million beginning March 1, 2027, to $16 million, (4) decrease the minimum Monthly Digital Subscriptions Target covenant level from 700,000 to 650,000 through December 31, 2026 and 550,000 thereafter, which is tested if a Covenant Testing Period (as defined in the Second Amended ABL Facility Credit Agreement) has been triggered, (5) the Three Months Billings Target (as defined in the Second Amended ABL Facility Credit Agreement) increased from 90% to 92.5% of the forecast provided to the lender on the ABL Facility Second Amendment Effective Date, which is tested if a Covenant Testing Period (as defined in the Second Amended ABL Facility Credit Agreement) has been triggered, (6) the interest rate of the ABL Facility will remain at SOFR plus 9.00% till the maturity of the ABL Facility, (7) the monthly principal payment will increase by approximately $0.1 million, and (8) amend certain financial definitions, reporting covenants and other covenants thereunder.
Current report
The Company incurred an amendment fee of $0.3 million.
Current report
See Note 9, Debt, and Note 16, Subsequent Events, for additional information on the Second Amended ABL Facility Credit Amendment.
Current report
Net cash used in investing activities was $1.4 million and $2.5 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in net cash used in investing activities was due to a decrease in capital expenditures of $1.1 million due to continued focus by management on capital expenditures, in particular related to technology.
Removed paragraphs (11)
Previous report
Total revenue was $54.3 million, a 25% decrease;
Previous report
Digital revenue was $33.6 million, a 22% decrease;
Previous report
Nutrition and other revenue was $20.7 million, a 28% decrease;
Previous report
Connected fitness revenue, which we ceased in the first quarter of 2025, was zero, a 100% decrease;
Previous report
Operating expenses were $35.9 million, compared to $55.2 million;
Previous report
Adjusted EBITDA was $8.0 million, compared to $3.7 million.
Previous report
ABL Facility Amendment
Previous report
See Note 9, Debt, for additional information on the Amended ABL Facility Credit Agreement.
Previous report
ABL Facility First Amendment
Previous report
See Note 9, Debt, for additional information on the Amended ABL Facility Credit Amendment.
Previous report
Net cash used in investing activities was $0.7 million for both the three months ended March 31, 2026 and 2025.
Reworded paragraphs (35)
Previous 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®, 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 service.
Current wording
BODi is the proactive wellness company delivering nutrition, supplements, and proven fitness programs that help people take control of their health inside and out. The Company is the creator of some of the world’s most popular fitness programs. 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®, 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 service.
Previous 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, and revenue from the sale of nutritional and other products. In addition to selling individual products on a standalone 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 marketplaces 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 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
Gross margin was 71.8%, an increase of 60 basis points ("bps");
Current wording
Gross margin was 72.0%, a decrease of 30 basis points ("bps");
Previous wording
Operating income was $3.1 million, the Company's third consecutive quarter of operating income, compared to an operating loss of $3.7 million in the prior year period;
Current wording
Operating income was $1.7 million, the Company's fourth consecutive quarter of operating income, compared to an operating loss of $4.0 million in the prior year period;
Previous wording
Net income was $2.3 million, the Company's third consecutive quarter of net income, compared to a net loss of $5.7 million;
Current wording
Net income was $1.4 million, the Company's fourth consecutive quarter of net income, compared to a net loss of $5.9 million;
Previous wording
Adjusted net income was $2.5 million, the Company's third consecutive quarter of adjusted net income, compared to a loss of $5.1 million in the prior year period; and
Current wording
Adjusted net income was $0.9 million, the Company's fourth consecutive quarter of adjusted net income, compared to a loss of $2.8 million in the prior year period; and
Previous wording
See “Non-GAAP Information” below for information regarding our use of Adjusted EBITDA, Adjusted net income (loss) and reconciliations of net income (loss) to Adjusted EBITDA and Adjusted net income (loss).
Current wording
See “Non-GAAP Information” below for information regarding our use of Adjusted EBITDA, Adjusted net income (loss), and a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted net income (loss).
Previous wording
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 wording
On January 7, 2026, (the “ABL Facility First Amendment Effective Date”), the Company and Tiger Finance, LLC ("Tiger") entered into Amendment No. 1 to the Credit Agreement (the “First Amended ABL Facility Credit Agreement”), which amended the Company’s existing Credit Agreement. The First 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 First 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.
Previous wording
See Note 9, Debt, 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 Term Loan.
Previous wording
(2) See “Non-GAAP Information” below for a reconciliation of net income (loss) to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.
Current wording
(2) Please see “Non-GAAP Information” below for a reconciliation of net income (loss) to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.
Previous wording
Includes benefits due to the modification of stock awards of approximately zero and $0.9 million for the three months ended March 31, 2026 and 2025, 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.
Previous wording
The decrease in digital revenue for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to a $8.5 million decrease in revenue from our digital streaming services due to 21% fewer average digital subscriptions in the current quarter as compared to the prior year as the result of lower demand.
Current wording
The decrease in digital revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily attributable to an $8.5 million decrease in revenue from our digital streaming services due to 20% fewer average subscriptions in the current quarter as compared to the prior year as the result of lower demand.
Previous wording
The decrease in nutrition and other revenue for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to an $8.2 million decrease in revenue from nutritional products due to 9% fewer average nutritional subscriptions in the current quarter as compared to the prior year as the result of lower demand, a decrease in revenue due to a change to smaller serving sizes for certain products as well as promotional offerings in the current period. In addition, the decrease in nutrition and other revenue in the current period was due to a $0.5 million decrease in shipping revenue due to the decrease in nutritional products sold, partially offset by a $0.8 million increase in Amazon sales primarily due to the increased focus on this sales channel.
Current wording
The decrease in nutrition and other revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to a $13.5 million decrease in revenue from nutritional products due to a 20% decrease in the average order value due to product mix and promotional offerings and 6% fewer average nutritional subscriptions in the current year as compared to the prior year as the result of lower demand and a $0.8 million decrease in shipping revenue due to the decrease in nutritional products sold, partially offset by a $0.8 million increase in Amazon sales primarily due to the increased focus on this sales channel.
Previous wording
The decrease in digital cost of revenue for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily due to a $1.4 million decrease in digital content amortization as a result of lower production spend and a $0.4 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets. The increase in digital gross margin for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to the decrease in expenses as noted above.
Current wording
The decrease in digital cost of revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to a $1.0 million decrease in digital content amortization as the result of lower production spend. The slight decrease in digital gross margin for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily as a result of certain fixed expenses which did not decrease as quickly as the decline in digital revenue.
Previous wording
The decrease in nutrition and other cost of revenue for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily due to a $1.6 million decrease in product costs due to a decrease in the volume of products sold, a $0.8 million decrease in logistics expenses related to the decrease in nutrition and other revenue, and a $0.6 million decrease in personnel-related expense due to lower headcount primarily related to the restructuring activities that occurred in the past two years, partially offset by an increase in inventory adjustments of $0.4 million. The decrease in nutrition and other gross margin for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily as a result of the increase in inventory adjustments and decrease in revenue at a greater rate than the decrease in costs.
Current wording
The decrease in nutrition and other cost of revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to a $2.1 million decrease in product costs due to a decrease in the volume of products sold, a $1.8 million decrease in logistics expenses related to the decrease in 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 two years, partially offset by a $0.5 million increase in depreciation expense and a $0.3 million increase in inventory adjustments. Nutrition and other gross margin decreased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily as a result of a higher level of promotional offerings in the current year.
Previous wording
Selling and marketing expenses primarily include the cost of advertising, third-party commissions, royalties, Partner compensation, affiliate expenses (which began on November 1, 2024), and promotions and events, as well as the personnel expenses for employees and consultants who support these areas. 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 advertising, third-party sales commissions, Partner compensation, affiliate expenses (which began on November 1, 2024), promotions and events as well as the personnel expenses for employees and consultants who support these areas. 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.
Previous wording
Selling and marketing expense as a percentage of total revenue decreased by 820 bps primarily due to the Pivot and 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 840 bps primarily due to the Pivot and transition from the MLM model to an affiliate model which significantly reduced Partner compensation.
Previous wording
The decrease in selling and marketing expense for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily due to a $11.2 million decrease in Partner compensation (from $11.9 million for the three months ended March 31, 2025 to $0.7 million for the three months ended March 31, 2026) 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.
Current wording
The decrease in selling and marketing expense for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to a $18.4 million decrease in Partner compensation (from $19.5 million for the six months ended June 30, 2025 to $1.1 million for the six months ended June 30, 2026) 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), and a $1.3 million decrease in media expense due to continued cost containment.
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 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 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.
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 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, research and development expenses related to new nutritional product development, 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, 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 decreased by 10 bps primarily as a result of the decrease in expenses as noted above.
Current wording
Enterprise technology and development expense as a percentage of total revenue increased by 330 bps primarily due to a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses.
Previous wording
The decrease in enterprise technology and development expenses for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily due to a $1.5 million decrease in technology expense, a $1.2 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 $0.5 million decrease in depreciation expense as a result of certain long-lived assets that were fully depreciated as of December 31, 2025.
Current wording
The decrease in enterprise technology and development expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to 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 $0.9 million decrease in depreciation expense as a result of certain long-lived assets that were fully depreciated as of December 31, 2025.
Previous wording
The decrease in general and administrative expenses for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily due to a $1.6 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that have occurred in the past two years and a $1.1 million decrease in professional fees due to a decrease in litigation activity.
Current wording
The decrease in general and administrative expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to a $2.0 million decrease in professional related expenses due to continued focus on cost containment, a $0.6 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that have occurred in the past two years, and a $0.2 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.
Previous wording
General and administrative expenses as a percentage of total revenue decreased by 190 bps as a result of the decrease in expenses as noted above.
Current wording
General and administrative expenses as a percentage of total revenue decreased by 80 bps due primarily to the decrease in professional related expenses.
Previous wording
The $0.5 million change in fair value of warrant liabilities during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily resulted from a 4.8% increase in our stock price during the current quarter as compared to an increase of 21.8% in the prior year quarter. The $0.6 million decrease in interest expense was primarily due to a decrease of approximately 45.3% in the effective interest rate on the ABL Facility for the three months ended March 31, 2026 as compared to the Term Loan for the three months ended March 31, 2025, partially offset by an increase of approximately 26.4% in the average principal debt balance outstanding during the three month period ended March 31, 2026 as compared to the prior year period.
Current wording
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 $1.0 million change in fair value of warrant liabilities during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily resulted from a 6% decrease in our stock price during the current quarter as compared to a decrease of 45% in the prior year quarter. The $0.3 million decrease in interest expense was primarily due to 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), 14.9% as compared to 28.0% in the prior year period, respectively, partially offset by an increase of approximately 16% in the average principal debt balance outstanding during the current period as compared to the prior year period.
Previous wording
The income tax provision decrease for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, 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, 2026, as compared to the three months ended June 30, 2025, was primarily driven by changes in our valuation allowance.
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 $10.0 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 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 three months ended March 31, 2026, the ABL Facility had an effective interest rate of 14.83% and a cash interest rate of 12.67%.
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 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 six months ended June 30, 2026, the ABL Facility had an effective interest rate of 14.86% and a cash interest rate of 12.66%.
Previous wording
The Company used the proceeds from the ABL Facility to repay in full its 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 interest 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 months ended June 30, 2025.
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
The Company’s financial covenants under the ABL Facility were as follows until they were amended as part of the Amended ABL Facility Credit Agreement, which is discussed below:
Current wording
The Company’s financial covenants under the ABL Facility were as follows until they were amended as part of the First Amended ABL Facility Credit Agreement, which is discussed below:
Previous wording
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)
Current wording
On January 7, 2026, the Company and Tiger entered into the First Amended ABL Facility Credit Agreement, which amended the Company’s existing Credit Agreement. The First 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 First 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 First 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 First Amended ABL Facility Credit Agreement) is in effect, the Company must maintain a minimum BFCCR (as defined in the First Amended ABL Facility Credit Agreement) of at least 1.1x, (6) extended the date for potential decrease in the interest rate of the ABL 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.
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, 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 were 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, 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 three months ended March 31, 2025, the Term Loan was a SOFR loan, with an effective interest rate of 27.81% and a cash interest rate of 11.64%.
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 were 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, subject to customary exceptions. Between January 1, 2024 and April 30, 2025, the Company made partial prepayments of $13.7 million on the
Previous wording
As of March 31, 2026, we have $18.4 million of purchase commitments and lease obligations 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, 2026, we have $17.4 million of purchase commitments and lease obligations 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.
Previous wording
For the three months ended March 31, 2026 and 2025, our net cash flows were as follows:
Current wording
For the six months ended June 30, 2026 and 2025, our net cash flows were as follows:
Previous wording
As of March 31, 2026, we had cash and cash equivalents totaling $36.6 million.
Current wording
As of June 30, 2026, we had cash and cash equivalents totaling $32.4 million.
Previous wording
Net cash (used in) provided by operating activities was $(1.0) million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively. The increase in net cash used in operating activities during the three months ended March 31, 2026, compared to the prior year period, was primarily due to a decrease in cash provided by other assets of $10.7 million and an increase in cash used for inventory of $4.0 million, partially offset by an increase in net income of $8.0 million and a decrease in cash used by deferred revenue of $5.1 million.
Current wording
Net cash (used in) provided by operating activities was $(4.3) million and $6.6 million for the six months ended June 30, 2026 and 2025, respectively. The increase in net cash used in operating activities during the six months ended June 30, 2026, compared to the prior year period, was primarily due to a decrease in cash provided by other assets of $17.1 million, an increase in cash used for inventory of $8.3 million (due primarily to the Company's increased focus on nutritional products as well as the Company beginning to sell nutritional products through a retail environment), a decrease in cash provided by prepaid expenses of $2.5 million, a decrease in cash provided by the amortization of content assets of $2.3 million, a decrease in cash provided by loss on debt extinguishment of $2.2 million, and a decrease in cash provided by equity based compensation of $1.3 million, partially offset by an increase in net income of $15.3 million, an increase in cash provided by accounts payable of $6.2 million, and a decrease in cash used by deferred revenue of $3.4 million.
Previous wording
Net cash used in financing activities was $0.6 million and $3.7 million for the three months ended March 31, 2026 and 2025, respectively. The decrease in net cash used in financing activities was primarily due to principal payments on the Term Loan in the prior year.
Current wording
Net cash (used in) provided by financing activities was $(0.6) million and $0.8 million for the six months ended June 30, 2026 and 2025, respectively. The increase in net cash used in financing activities was primarily due to the repayment of the Term Loan and the $25.0 million borrowing on the ABL Facility in the prior year.
Rearranged current paragraphs (8)
Current report — wording carried from elsewhere
Operating income was $4.8 million, compared to an operating loss of $7.6 million in the prior year period;
Current report — wording carried from elsewhere
The decrease in digital cost of revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was due to a $2.3 million decrease in digital content amortization as a result of lower production spend, a $0.3 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 $0.3 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets. The increase in digital gross margin for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to the decrease in digital content amortization.
Current report — wording carried from elsewhere
The decrease in selling and marketing expense for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to a $7.1 million decrease in Partner compensation (from $7.6 million for the three months ended June 30, 2025 to $0.4 million for the three months ended June 30, 2026) 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 $1.3 million decrease in media expense due to continued cost containment, and a $0.5 million decrease in royalty expense due to a decrease in royalty bearing sales.
Current report — wording carried from elsewhere
Selling and marketing expense as a percentage of total revenue decreased by 830 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 three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to a $0.6 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 — wording carried from elsewhere
The income tax provision increase for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily driven by changes in our valuation allowance.
Current report — wording carried from elsewhere
See Note 9, Debt, for additional information on the ABL Facility and the repayment of the Term Loan.
Current report — wording carried from elsewhere
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%.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
extended the date for potential decrease in the interest rate of the ABL 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.