~~☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act):. Yes ☒☐ No ☐☒

~~As of May 17, 2021, there~~There were ~~30,000,000~~176,234,868 shares of the registrant’s Class A ~~common stock,~~Common Stock, par value $0.0001 per share, and ~~7,500,000~~136,450,256 shares of the registrant’s Class ~~B common stock,~~X Common Stock, par value $0.0001 per share, outstanding as of ~~the registrant issued and outstanding.~~August 2, 2023.

~~FOREST ROAD ACQUISITION CORP.~~
~~CONDENSED BALANCE SHEETS~~Condensed Consolidated Balance Sheets

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~(Unaudited)~~Unaudited Condensed Consolidated Statements of Comprehensive Loss

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~(Unaudited)~~Unaudited Condensed Consolidated Statements of Stockholders’ Equity

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Forest Road Acquisition Corp. (the “Company” or “Forest Road”) was incorporated in Delaware on September 24, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a specific industry or sector for purposes of consummating a Business Combination; however, the Company intends to concentrate its efforts on identifying businesses in the technology, media and telecommunications industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

On February 9, 2021, Forest Road entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BB Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Forest Road, MFH Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Forest Road, The Beachbody Company, ~~Group, LLC,~~Inc.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

16. Subsequent Events

On July 24, 2023 (the "Second Amendment Effective Date"), the Company and Blue Torch entered into the Second Amendment, which amended the Company's existing Financing Agreement. The Second Amendment, among other things, amended certain terms of the Financing Agreement including , but not limited to, (1) amending the minimum revenue financial covenant to test revenue levels for each fiscal quarter on a standalone basis, and to adjust the minimum revenue levels to (a) $100.0 million, commencing with the fiscal quarter ended June 30, 2023, for each fiscal quarter ending on or prior to March 31, 2024 and (b) $120.0 million for each fiscal quarter thereafter and or prior to December 31, 2025; (2) amending the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $20.0 million at all times from the Second Amendment Effective Date through March 31, 2024 and (b) $25.0 million at all times thereafter through the maturity of the Term Loan; (3) modifying the maturity date of the Term Loan from August 8, 2026 to February 8, 2026; and (4) amending certain financial definitions, reporting covenants and other covenants thereunder.

In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $15.0 million (which amount was classified as a current obligation at June 30, 2023) along with the related prepayment premium of 5% ($0.8 million) and accrued interest ($0.1 million). The Company also incurred a 1% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $0.5 million). The amounts related to the Second Amendment will be ~~added to the proceeds from the IPO to be held~~recorded in the ~~Trust Account. If~~quarter ending September 30, 2023. After the prepayment and the paid in kind fee on July 24, 2023, the principal amount outstanding on the Term Loan was $35.6 million.

In connection with the Second Amendment, the Company ~~does not complete a Business Combination within~~also amended and restated the ~~Combination Period,~~Term Loan Warrants for the ~~proceeds from the sale~~purchase of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

~~FOREST ROAD ACQUISITION CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Note 5 — Related Party Transactions~~

~~Founder Shares~~

~~On September 29, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 7,187,500~~4,716,756 shares of the Company’s Class ~~B common stock (the “Founder Shares”).~~A Common Stock. The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full. On November 24, 2020, as part of an upsizingamendment of the IPO, the Sponsor was issued an additional 316,250 Founder Shares by the Company, resulting in a increase in the total number of shares of Class B common stock outstanding from 7,187,500 to 7,503,750 (of which 978,750 were subject to surrender for no consideration depending on the extent to which the underwriters exercised their over-allotment option). On November 30, 2020, the underwriters partially exercised their over-allotment option and forfeited the remaining over-allotment option, hence, 975,000 Founder Shares were no longer subject to forfeiture and 3,750 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding at March 31, 2021 and December 31, 2020.

~~Promissory Note — Related Party~~

The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and was due on the earlier of June 30, 2021 and the closing of the IPO. The promissory note was paid in full out of the IPO proceeds on November 30, 2020, As of March 31, 2021 and December 31, 2020, there was no balance outstanding under the promissory note.

~~Administrative Service Fee~~

The Company has agreed, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, administrative and support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2020, the Company has paid $30,000 of administrative fees.

~~Related Party Loans~~

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, no Working Capital Loans were outstanding.

~~FOREST ROAD ACQUISITION CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Note 6 — Commitments & Contingencies~~

~~Registration Rights~~

~~The holders of the Founder Shares, Private Placement~~Term Loan Warrants ~~and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon~~amends the exercise ofprice from $1.85 per share to $0.41 per share. The amended exercise price increased the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short-form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriters Agreement~~

On November 30, 2020, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $6,000,000. In addition, $0.35 per unit, or approximately $10,500,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~Note 7 — Warrants~~

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the IPO and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~FOREST ROAD ACQUISITION CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Redemption of warrants for cash. Once the warrants become exercisable, the Company may call the warrants for redemption:~~

●

~~in whole and not in part;~~

●

~~at a price of $0.01 per warrant;~~

●

~~upon not less than 30 days’ prior written notice of redemption to each warrant holder; and~~

●

if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds ~~with respect to~~ ~~their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.~~

~~Note 8 — Stockholder’s Equity~~

~~Preferred Stock~~ — The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $0.0001 each. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

~~Class A Common Stock~~ — The Company is authorized to issue a total of 300,000,000 shares of Class A common stock at par value of $0.0001 each. At March 31, 2021 and December 31, 2020, there were 6,281,182 and 4,622,126 shares issued and outstanding, respectively (excluding 23,718,818 and 25,377,874 shares, respectively on such dates, subject to possible redemption).

~~Class B Common Stock~~ — The Company is authorized to issue a total of 20,000,000 shares of Class B common stock at par value of $0.0001 each. At March 31, 2021 and December 31, 2020, there were 7,500,000 shares of Class B common stock issued or outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

~~FOREST ROAD ACQUISITION CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Note 9 — Fair Value Measurements~~

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

	●	~~Level 1 - defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;~~

	●	Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~At March 31, 2021, there were 10,000,000 Public Warrants and 5,333,333 Private Placement Warrants outstanding.~~

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, Quoted
Prices In
Active
Markets Significant
Other
Observable
Inputs Significant
Other
Unobservable
Inputs
2021 (Level 1) (Level 2) (Level 3)
Description
Warrant Liability – Public Warrants $ 26,900,000 $ 26,900,000 $ - $ -
Warrant Liability – Private Warrants $ 18,705,664 $ - $ - $ 18,705,664
$ 45,605,664 $ 26,900,000 $ - $ 18,705,664

~~FOREST ROAD ACQUISITION CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated~~ fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining lifeTerm Loan Warrants as of the ~~warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar~~Second Amendment Effective Date from $0.8 million to ~~the expected remaining life of the warrants. The expected life of the warrants is assumed to~~$1.6 million and will be ~~equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero~~. ~~As of March 31, 2021, the public warrants were valued using the actual closing trading price on March 31, 2021.~~

~~The aforementioned warrant liabilities are not subject to qualified hedge accounting.~~

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021, other than the transfer of the Public Warrants from Level 3 to Level 1.

~~The following table provides quantitative information regarding Level 3 fair value measurements:~~

As of March 31,
2020 As of
December 31,
2020
Stock price $ 10.12 $ 10.50
Strike price $ 11.50 $ 11.50
Term (in years) 5.0 5.0
Volatility 43.3 % 31.3 %
Risk-free rate 0.92 % 0.44 %
Dividend yield 0.0 % 0.0 %

~~Note 10 — Subsequent Events~~

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosurerecorded in the ~~financial statements.~~quarter ending September 30, 2023.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.

~~References to the “Company,” “us,” “our” or “we” refer Forest Road Acquisition Corp.~~ The following discussion and analysis ~~of our financial condition and results of operations~~ should be read in conjunction with our ~~audited~~ financial statements and related notes included ~~herein.~~

~~Cautionary Note Regarding Forward-Looking Statements~~

~~All statements other than statements of historical fact included~~elsewhere in this ~~report including, without limitation,~~Quarterly Report on Form 10-Q (this “Report”) as well as our financial statements ~~under “Management’s~~and the "Management's Discussion and Analysis of Financial Condition and Results of ~~Operations” regarding~~Operations" included in our Annual Report on Form 10-K for the ~~Company’s~~year ended December 31, 2022 (our "Form 10-K"). Unless otherwise indicated, the terms “BODi,” “we,” “us,” or “our” refer to The Beachbody Company, Inc., a Delaware corporation, together with its consolidated subsidiaries.

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the financial ~~position, business strategy~~condition, results of operations, earnings outlook and prospects of the ~~plans and objectives of management for future operations,~~Company. Forward-looking statements are ~~forward-looking statements. When used in this report,~~typically identified by words such as ~~“anticipate,~~“plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” ~~“expect,~~“forecast,” ~~“intend”~~“project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, ~~as they relate to us or~~but the ~~Company’s management, identify forward-looking statements. Such~~absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on our current expectations as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the ~~beliefs~~date of ~~management,~~such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to the following:

•

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;

•

our anticipated growth rate and market opportunity;

•

our liquidity and ability to raise financing;

•

our success in retaining or recruiting, or changes required in, officers, key employees or directors;

•

our warrants are accounted for as liabilities and changes in the value of such warrants could have a material effect on our financial results;

•

our ability to effectively compete in the fitness and nutrition industries;

•

our ability to successfully acquire and integrate new operations;

•

our reliance on a few key products;

•

market conditions and global and economic factors beyond our control;

•

intense competition and competitive pressures from other companies worldwide in the industries in which we will operate;

•

litigation and the ability to adequately protect our intellectual property rights; and

•

other risk and uncertainties under the heading “Risk Factors” set forth in this Report as well as our most recent Form 10-K.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by ~~and information currently available~~management prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

You should not place undue reliance upon our forward-looking statements.

Except to the ~~Company’s management. Actual results could differ materially from those contemplated~~extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the ~~forward- looking statements~~date of this Report or to reflect the occurrence of unanticipated events.

Overview

BODi is a leading subscription health and wellness 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 wellness content and subscription-based solutions. 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 and Beachbody On Demand Interactive streaming services.

We offer nutritional products such as Shakeology nutrition shakes, BEACHBAR snack bars, and Ladder premium supplements as well as a ~~result~~professional-grade stationary cycle with a 360-degree touch screen tablet and connected fitness software. Leveraging our history of fitness content creation, nutrition innovation, and our network of micro-influencers, whom we call “Partners” (previously known as “Coaches”), we plan to continue market penetration into connected fitness to reach a wider health, wellness and fitness audience.

Our revenue is generated primarily through our network of Partners, social media marketing channels, and direct response advertising. 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.

Our key growth priorities for 2023 include: revamping our Beachbody on Demand (“BODi”) digital platform, growing Shakeology in the Healthy Dessert market, and improving the affordability of our connected fitness bike. In March 2023, we relaunched the BODi digital platform with a new form of fitness programming called BODi Blocks, the addition of positive mindset content, and digital recipes to extend Shakeology into a Healthy Dessert. We also began migrating all BOD-only members to BODi on their renewal dates. During the first quarter of 2023, to align our operations with our key growth priorities, we executed certain ~~factors detailed~~restructuring activities, including a reduction in headcount. These actions resulted in aggregate charges of $5.3 million, consisting primarily of termination benefits during the six months ended June 30, 2023.

For the three months ended June 30, 2023, as compared to the three months ended June 30, 2022:

•

Total revenue was $134.9 million, a 25% decrease;

•

Digital revenue was $65.2 million, a 16% decrease;

•

Nutrition and other revenue was $64.6 million, a 29% decrease;

•

Connected fitness revenue was $5.1 million, a 52% decrease;

•

Net loss was $25.7 million, compared to net loss of $41.9 million; and

•

Adjusted EBITDA was ($4.8) million, compared to ($1.5) million.

For the six months ended June 30, 2023, as compared to the six months ended June 30, 2022:

•

Total revenue was $279.8 million, a 26% decrease;

•

Digital revenue was $130.0 million, a 19% decrease;

•

Nutrition and other revenue was $138.7 million, a 26% decrease;

•

Connected fitness revenue was $11.1 million, a 63% decrease;

•

Net loss was $54.9 million, compared to net loss of $115.4 million; and

•

Adjusted EBITDA was $(5.7) million, compared to $(20.6) million.

See “Non-GAAP Information” below for information regarding our ~~filings~~use of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA.

Recent Developments

Effective as of June 15, 2023, the Company appointed Mark Goldston as Executive Chairman, replacing the service of Mr. Daikeler in his capacity as Chairman of the Board. Mr. Daikeler will continue to serve as the Company’s CEO and director. In connection with the ~~SEC. All subsequent written or oral forward-looking statements attributable~~employment offer letter to ~~us or persons acting~~Mr. Goldston, he was granted a stock option under the Company’s 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”) covering an aggregate of 23,883,265 shares of the Company’s Class A common stock (the “Option”). Of this amount, 7,961,088 shares subject to the Option will vest based on continued service (the “Time-Vesting Options”) and 15,922,177 shares will vest based on the attainment of applicable performance goals and continued service (the “Performance-Vesting Options”). See Note 11, Equity-Based Compensation, for additional information on the Inducement Plan and the Options granted to Mr. Goldston.

On June 15, 2023, the Company and Carl Daikeler the Company’s ~~behalf are qualified~~co-founder and chief executive officer (“CEO”) entered into a forfeiture agreement (“the Forfeiture Agreement”), pursuant to which Mr. Daikeler as of June 15, 2023 forfeited 8 million shares of the Company’s common stock that he owned, comprised of 3,199,946 shares of Class A common stock and 4,800,054 shares of Class X Common stock. No consideration was provided to Mr. Daikeler for the forfeiture of these shares. See Note 10, Stockholders’ Equity, for additional information on the forfeiture of these shares.

On July 24, 2023 (the "Second Amendment Effective Date"), the Company and Blue Torch entered into Amendment No. 2 to the Financing Agreement (the "Second Amendment"), which amended the Company's existing Financing Agreement. The Second Amendment amends, among other things, certain terms of the Financing Agreement including without limitation, to (1) amend the minimum revenue financial covenant, (2) amend the minimum liquidity financial covenant, (3) modify the maturity date of the Term Loan, and (4) amend certain financial definitions, reporting covenants and other covenants thereunder.

~~The~~In connection with the Second Amendment, the Company also amended and restated the Term Loan Warrants for the purchase of 4,716,756 shares of the Company’s Class A Common Stock.

See Note 16, Subsequent Events, for additional information on the Second Amendment and amendments to the Term Loan Warrants.

Key Operational and Business Metrics

We use the following ~~discussion~~key operational and ~~analysis~~business metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.


	As of June 30,
	2023		2022

Digital subscriptions (millions)		1.53		2.28
Nutritional subscriptions (millions)		0.20		0.28


	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022

Average digital retention		95.2	%		95.6	%		95.5	%		95.6	%
Total streams (millions)		25.3			31.0			55.0			69.2
DAU/MAU		31.6	%		30.0	%		32.1	%		31.6	%

Revenue (millions)	$	134.9		$	179.1		$	279.8		$	378.1
Gross profit (millions)	$	82.7		$	87.3		$	174.1		$	180.3
Gross margin		61	%		49	%		62	%		48	%

Net loss (millions)	$	(25.7	)	$	(41.9	)	$	(54.9	)	$	(115.4	)
Adjusted EBITDA (millions)	$	(4.8	)	$	(1.5	)	$	(5.7	)	$	(20.6	)

Please see “Non-GAAP Information” below for a reconciliation of net loss to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

Digital Subscriptions

Our ability to expand the number of digital subscriptions is an indicator of our ~~financial condition~~market penetration and growth. Digital subscriptions include BOD, BODi, and prior to Q3 2022, Openfit subscriptions. Digital subscriptions include paid and free-to-pay subscriptions, with free-to-pay subscriptions representing approximately 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.

Nutritional Subscriptions

Nutritional subscriptions include monthly subscriptions for nutritional products such as Shakeology, Beachbody Performance, BEACHBAR, Bevvy and Ladder Supplements. We also package and bundle the content experience of digital subscriptions with nutritional subscriptions to optimize customer results.

Average Digital Retention

We use month-over-month digital subscription retention, which is defined as the average rate at which the total subscriber file is retained for the next period, to measure customer retention. For instance, a 95% average digital retention rate would correspond with retaining each month an average of 95% of digital subscribers existing at the beginning of that month. A 95% average digital retention rate would translate into a loss at the end of the quarter of approximately 15% of the subscribers existing at the beginning of the quarter. This calculation excludes new customer acquisitions or subscribers added in a specific month, so this calculation can never exceed 100%.

Total Streams

We use total streams to quantify the number of fitness, nutrition and mindset programs viewed, which is an indicator of customer engagement and retention. While the measure of a digital stream may vary across companies, to qualify as a stream on any of our digital platforms, a program must be viewed for a minimum of 25% of the total running time.

Daily Active Users to Monthly Active Users (DAU/MAU)

We use the ratio of daily active users to monthly active users to measure how frequently digital subscribers are utilizing our service in a given month. We define a daily active user as a unique user streaming content on our platform in a given day. We define a monthly active user as a unique user streaming content on our platform in that same month.

Non-GAAP Information

We use Adjusted EBITDA, which is a non-GAAP performance measure, to supplement our results ~~of operations should be read~~presented in ~~conjunction~~accordance with ~~the financial statements and the notes thereto contained elsewhere in this report. Certain information contained~~accounting principles generally accepted in the ~~discussion~~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 ~~analysis set forth below includes forward-looking statements~~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.

We define and calculate Adjusted EBITDA as net income (loss) adjusted for depreciation and amortization, amortization of capitalized cloud computing implementation costs, amortization of content assets, interest expense, income tax provision (benefit), equity-based compensation, and other items that ~~involve risks and uncertainties.~~

~~Results of Operations and Known Trends or Future Events~~

~~We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those~~are not normal, recurring, operating expenses necessary to ~~prepare for our initial public offering and identifying a target company for our initial~~operate the Company’s business ~~combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income~~as described in the ~~form~~reconciliation below.

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 EBITDA excludes certain expenses that are required in accordance with GAAP because they are non-cash (for example, in the case of depreciation and amortization and equity-based compensation) or are not related to our underlying business performance (for example, in the case of interest income ~~on cash~~ and ~~cash equivalents held~~expense).

The table below presents our Adjusted EBITDA reconciled to our net loss, the closest GAAP measure, for the periods indicated:


	Three months ended June 30,						Six months ended June 30,
(in thousands)	2023			2022			2023			2022

Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)
Adjusted for:
Depreciation and amortization		10,919			19,965			21,632			41,552
Amortization of capitalized cloud computing implementation costs		40			168			81			336
Amortization of content assets		5,459			7,016			11,020			13,180
Interest expense		2,368			3			4,699			22
Income tax provision (benefit)		(12	)		(281	)		36			(987	)
Equity-based compensation		3,161			3,001			12,716			7,565
Employee incentives, expected to be settled in equity (1)		—			—			(5,466	)		—
Inventory net realizable value adjustment (2)		—			10,502			—			25,436
Restructuring and platform consolidation costs (3)		(107	)		2,086			5,952			9,973
Change in fair value of warrant liabilities		(375	)		(2,070	)		(432	)		(2,334	)
Non-operating (4)		(479	)		5			(963	)		78
Adjusted EBITDA	$	(4,774	)	$	(1,472	)	$	(5,661	)	$	(20,579	)

(1)

The non-cash charge for employee incentives which were expected to be settled in equity was recorded and included in the ~~trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.~~

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for our initial public offering and identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income inAdjusted EBITDA calculation during the form of interest income on cash and cash equivalents held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.

~~For~~year ended December 31, 2022. During the three months ended March 31, ~~2021,~~2023, we ~~had~~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 restricted stock unit ("RSU") awards during the period.

(2)

Represents a ~~net loss~~non-cash expense to reduce the carrying value of ~~$16,590,561.~~our connected fitness inventory and related future commitments. This adjustment was included during the three and six months ended June 30, 2022 because of its unusual magnitude due to disruptions in the connected fitness market.

(3)

Includes restructuring expense and non-recurring personnel costs associated with executing our key growth priorities during the three and six months ended June 30, 2023 and with the consolidation of our digital platforms during the three and six months ended June 30, 2022.

(4)

Primarily includes interest income.

Results of Operations

The Company has one operating segment. The following discussion of our results and operations is on a consolidated basis.


(in thousands)	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022

Revenue:
Digital	$	65,214		$	78,015		$	129,987		$	159,760
Nutrition and other		64,628			90,516			138,748			188,180
Connected fitness		5,106			10,605			11,114			30,118
Total revenue		134,948			179,136			279,849			378,058
Cost of revenue:
Digital		16,336			18,406			31,303			34,831
Nutrition and other		27,202			42,002			58,241			86,776
Connected fitness		8,666			31,459			16,221			76,165
Total cost of revenue		52,204			91,867			105,765			197,772
Gross profit		82,744			87,269			174,084			180,286
Operating expenses:
Selling and marketing		76,492			86,624			153,068			193,068
Enterprise technology and development		18,650			24,133			37,746			57,830
General and administrative		11,887			19,584			29,603			39,657
Restructuring		(107	)		1,332			5,280			8,555
Total operating expenses		106,922			131,673			225,697			299,110
Operating loss		(24,178	)		(44,404	)		(51,613	)		(118,824	)
Other income (expense)
Change in fair value of warrant liabilities		375			2,070			432			2,334
Interest expense		(2,368	)		(3	)		(4,699	)		(22	)
Other income, net		411			189			980			125
Loss before income taxes		(25,760	)		(42,148	)		(54,900	)		(116,387	)
Income tax (provision) benefit		12			281			(36	)		987
Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)

Revenue

Revenue includes digital subscriptions, nutritional supplement subscriptions, one-time nutritional sales, connected fitness products, access to our online Partner business management platform, preferred customer program memberships, and other fitness-related products. We ~~incurred $2,724,770~~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 ~~operating costs, consisting~~delivery of ~~public company operating expenses and costs related~~products or the performance of services. Digital subscription revenue is recognized ratably over the subscription period of up to ~~preparing~~38 months.


	Three months ended June 30,
	2023		2022		$ Change			% Change
	(dollars in thousands)
Revenue
Digital	$	65,214	$	78,015	$	(12,801	)		(16	%)
Nutrition and other		64,628		90,516		(25,888	)		(29	%)
Connected fitness		5,106		10,605		(5,499	)		(52	%)
Total revenue	$	134,948	$	179,136	$	(44,188	)		(25	%)

The decrease in digital revenue for ~~the initial business combination. We had interest income of $20 of interest on the bank account and investment income of $4,432 from marketable securities held in trust account. For~~ the three months ended ~~March~~ June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a decrease in revenue from our digital streaming services due to 33% fewer subscriptions due to lower demand and a decrease of $1.3 million in fees from partners due to a 24% decrease in the number of partners, partially offset by an increase in revenue per subscription.

The decrease in nutrition and other revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a $20.7 million decrease in revenue from nutritional products due to 30% fewer nutritional subscriptions due to lower demand, a $2.3 million decrease in revenue generated from our preferred customer fees due to a 30% decrease in preferred customers and a $1.3 million decrease in fitness accessories revenue, partially offset by a $1.6 million increase in ticket sales due primarily to Summit 2023 which occurred in June 2023 (in the prior year the Summit occurred in July).

The decrease in connected fitness revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a 37% decrease in number of bikes delivered and a 19% decrease in the average sales price for a bike.


	Six months ended June 30,
	2023		2022		$ Change			% Change
	(dollars in thousands)
Revenue
Digital	$	129,987	$	159,760	$	(29,773	)		(19	%)
Nutrition and other		138,748		188,180		(49,432	)		(26	%)
Connected fitness		11,114		30,118		(19,004	)		(63	%)
Total revenue	$	279,849	$	378,058	$	(98,209	)		(26	%)

The decrease in digital revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a decrease in revenue from our digital streaming services due to 33% fewer subscriptions due to lower demand and a decrease of $2.9 million in fees from partners due to a 27% decrease in the number of partners, partially offset by an increase in revenue per subscription.

The decrease in nutrition and other revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $41.1 million decrease in revenue from nutritional products due to 30% fewer nutritional subscriptions due to lower demand and a $4.1 million decrease in revenue generated from our preferred customer fees due to a 28% decrease in preferred customers and a $2.7 million decrease in fitness accessories revenue, partially offset by a $2.5 million increase in ticket sales due primarily to Summit 2023 which occurred in June 2023 (in the prior year the Summit occurred in July).

The decrease in connected fitness revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a 60% decrease in the number of bikes delivered and a 7% decrease in the average sales price for a bike.

31 ~~2021,~~

Cost of Revenue

Digital Cost of Revenue

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. It also includes customer service costs, payment processing fees, depreciation of production equipment, live trainer costs, facilities, and related personnel expenses.

Nutrition and Other Cost of Revenue

Nutrition and other cost of revenue includes product costs, shipping and handling, fulfillment and warehousing, customer service, and payment processing fees. It also includes depreciation of nutrition-related e-commerce websites and social commerce platforms, amortization of acquired formulae intangible assets, facilities, and related personnel expenses.

Connected Fitness Cost of Revenue

Connected fitness cost of revenue consists of product costs, including bike and tablet hardware costs, duties and other applicable importing costs, shipping and handling costs, warehousing and logistics costs, costs associated with service calls and repairs of products under warranty, payment processing and financing fees, customer service expenses, and personnel-related expenses associated with supply chain and logistics.


	Three months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
Cost of revenue
Digital	$	16,336		$	18,406		$	(2,070	)		(11	%)
Nutrition and other		27,202			42,002			(14,800	)		(35	%)
Connected fitness		8,666			31,459			(22,793	)		(72	%)
Total cost of revenue	$	52,204		$	91,867		$	(39,663	)		(43	%)

Gross profit
Digital	$	48,878		$	59,609		$	(10,731	)		(18	%)
Nutrition and other		37,426			48,514			(11,088	)		(23	%)
Connected fitness		(3,560	)		(20,854	)		17,294			83	%
Total gross profit	$	82,744		$	87,269		$	(4,525	)		(5	%)

Gross margin
Digital		75	%		76	%
Nutrition and other		58	%		54	%
Connected fitness		(70	%)		(197	%)
Total gross margin		61	%		49	%

The decrease in digital cost of revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was due to a $1.6 million decrease in the amortization of content assets as a result of lower production spend and a $0.7 million decrease in streaming costs due to lower platform usage. The decrease in digital gross margin for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 was primarily as a result of fixed expenses on lower digital revenue.

The decrease in nutrition and other cost of revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a $6.4 million decrease in product costs and a $4.2 million decrease in fulfillment and shipping expense related to the decrease in nutrition and other revenue, a $1.7 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, and a $1.2 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 increased for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily as a result of lower shipping and lower depreciation expense.

The decrease in connected fitness cost of revenue for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was driven by lower inventory value adjustments of $12.7 million, a $7.1 million decrease in product costs and a $1.4 million decrease in freight, fulfillment, and shipping expenses as the result of a decrease in the number of bikes sold. The connected fitness negative gross margin improvement for the three months ended June 30, 2023 compared to the three months ended June 30, 2022

primarily as a result of lower inventory value adjustments, partially offset by the impact of fixed warehousing expenses on lower connected fitness revenue.


	Six months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)
Cost of revenue
Digital	$	31,303		$	34,831		$	(3,528	)		(10	%)
Nutrition and other		58,241			86,776			(28,535	)		(33	%)
Connected fitness		16,221			76,165			(59,944	)		(79	%)
Total cost of revenue	$	105,765		$	197,772		$	(92,007	)		(47	%)

Gross profit
Digital	$	98,684		$	124,929		$	(26,245	)		(21	%)
Nutrition and other		80,507			101,404			(20,897	)		(21	%)
Connected fitness		(5,107	)		(46,047	)		40,940			89	%
Total gross profit	$	174,084		$	180,286		$	(6,202	)		(3	%)

Gross margin
Digital		76	%		78	%
Nutrition and other		58	%		54	%
Connected fitness		(46	%)		(153	%)
Total gross margin		62	%		48	%

The decrease in digital cost of revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was due to a $3.1 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, a $2.2 million decrease in the amortization of content assets as a result of lower production spend and a $1.1 million decrease in streaming costs due to lower platform usage. The decrease in digital gross margin for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily as a result of fixed expenses on lower digital revenue.

The decrease in nutrition and other cost of revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $12.8 million decrease in product costs and a $8.0 million decrease in fulfillment and shipping expense related to the decrease in nutrition and other revenue, a $3.5 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, 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 increased for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily as a result of lower shipping and depreciation expense.

The decrease in connected fitness cost of revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was driven by lower inventory value adjustments of $26.9 million and a $21.5 million decrease in product costs and a $7.8 million decrease in freight, fulfillment, and shipping expenses as the result of a decrease in the number of bikes sold. The connected fitness negative gross margin improvement for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily as a result of lower inventory value adjustments, partially offset by the impact of fixed warehousing expenses on lower connected fitness revenue.

Operating Expenses

Selling and Marketing

Selling and marketing expenses primarily include the cost of Partner compensation, advertising, royalties, promotions and events, and third-party sales commissions as well as the personnel expenses for employees and consultants who support these areas. Selling and marketing 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.


	Three months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)

Selling and marketing	$	76,492		$	86,624		$	(10,132	)		(12	%)
As a percentage of total revenue		56.7	%		48.4	%

The decrease in selling and marketing expense for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a $12.3 million decrease in Partner compensation as a result of lower commissionable revenue, a $3.8 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year, and a $2.5 million decrease in the amortization of intangible assets due to the impairment of certain assets in the fourth quarter of 2022 partially offset by a $7.1 million increase in event expenses due primarily to Summit 2023 which occurred in June 2023 (in the prior year this event was held in July) and a $2.0 million increase in online and television media expense.

Selling and marketing expense as a percentage of total revenue increased by 830 basis points ("bps") primarily due to the timing of Summit 2023 and a decrease in revenue.


	Six months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)

Selling and marketing	$	153,068		$	193,068		$	(40,000	)		(21	%)
As a percentage of total revenue		54.7	%		51.1	%

The decrease in selling and marketing expense for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $26.2 million decrease in Partner compensation as a result of lower commissionable revenue, a $9.9 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year, a $5.0 million decrease in the amortization of intangible assets due to the impairment of certain assets in the fourth quarter of 2022 and a $4.0 million decrease in online and television media expense, partially offset by a $7.8 million increase in event expenses due primarily to Summit 2023 which occurred in June 2023 (in the prior year this event was held in July).

Selling and marketing expense as a percentage of total revenue increased by 360 bps primarily due to the timing of Summit 2023 and a decrease in revenue.

Enterprise Technology and Development

Enterprise technology and development expenses 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. This includes maintenance and enhancements of the Company’s enterprise resource planning system, which is the core of our accounting, procurement, supply chain and other business support systems. 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 include personnel-related expenses for employees and consultants who create improvements to and maintain technology systems and are involved in the research and development of new and existing nutritional products, depreciation of enterprise technology-related assets, software licenses, hosting expenses, and technology equipment leases.


	Three months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)

Enterprise technology and development	$	18,650		$	24,133		$	(5,483	)		(23	%)
As a percentage of total revenue		13.8	%		13.5	%

The decrease in enterprise technology and development expense for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a $3.1 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets and a $2.4 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year.

Enterprise technology and development expense as a percentage of total revenue increased by 30 bps due to the decrease in revenue.


	Six months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)

Enterprise technology and development	$	37,746		$	57,830		$	(20,084	)		(35	%)
As a percentage of total revenue		13.5	%		15.3	%

The decrease in enterprise technology and development expense for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $14.1 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year and a $6.1 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets.

Enterprise technology and development expense as a percentage of total revenue decreased by 180 bps due to lower fixed expenses.

General and Administrative

General and administrative expense includes personnel-related expenses and facilities-related costs primarily for our executive, finance, accounting, legal and human resources functions. General and administrative expense also includes fees for professional services principally comprised of legal, audit, tax, and insurance.


	Three months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)

General and administrative	$	11,887		$	19,584		$	(7,697	)		(39	%)
As a percentage of total revenue		8.8	%		10.9	%

The decrease in general and administrative expense for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily due to a $5.0 million decrease in personnel-related expenses as a result of lower headcount, primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year, and a $1.2 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.

General and administrative expense as a percentage of total revenue decreased by 210 bps due to lower fixed expenses.


	Six months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)

General and administrative	$	29,603		$	39,657		$	(10,054	)		(25	%)
As a percentage of total revenue		10.6	%		10.5	%

The decrease in general and administrative expense for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $7.2 million decrease in personnel-related expenses as a result of lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year, and a $1.7 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.

General and administrative expense as a percentage of total revenue was relatively flat with the prior period.

Restructuring

In 2023, restructuring charges primarily relate to activities focused on aligning our operations with our key growth priorities, including a reduction in headcount. Restructuring charges in 2022 relate to the consolidation of our streaming fitness and nutrition offerings into a single Beachbody platform. The charges incurred primarily consist of employee termination costs.


	Three months ended June 30,
	2023			2022		$ Change			% Change
	(dollars in thousands)

Restructuring	$	(107	)	$	1,332	$	(1,439	)	NM


	Six months ended June 30,
	2023		2022		$ Change			% Change
	(dollars in thousands)

Restructuring	$	5,280	$	8,555	$	(3,275	)		(38	%)

Other Income (Expense)

The change in fair value of ~~warrants~~warrant liabilities consists of the fair value changes of the public, private placement, and Term Loan warrants. Interest expense primarily consists of interest expense associated with our borrowings and amortization of debt discount and issuance costs for our Term Loan (defined below) in 2022 and Credit Facility in 2021. Other income, net, consists of interest income earned on investments and gains (losses) on foreign currency.


	Three months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)

Change in fair value of warrant liabilities	$	375		$	2,070		$	(1,695	)		(82	%)
Interest expense		(2,368	)		(3	)		(2,365	)	NM
Other income (expense), net		411			189			222		NM

The decrease in change in fair value of warrant liabilities during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily resulted from a relatively lower decline in our stock price during the current quarter. The increase in interest expense was due to borrowings under the Term Loan during the three months ended June 30, 2023 compared to no borrowings outstanding during the three months ended June 30, 2022. The increase in other income was primarily due to higher interest income as a result of higher interest rates on our cash balances.


	Six months ended June 30,
	2023			2022			$ Change			% Change
	(dollars in thousands)

Change in fair value of warrant liabilities	$	432		$	2,334		$	(1,902	)		(81	%)
Interest expense		(4,699	)		(22	)		(4,677	)	NM
Other income, net		980			125			855		NM

The decrease in change in fair value of warrant liabilities during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily resulted from a relatively lower decline in our stock price during the current period. The increase in interest expense was due to borrowings under the Term Loan during the six months ended June 30, 2023 compared to no borrowings outstanding during the six months ended June 30, 2022. The increase in other income was primarily due to higher interest income as a result of higher interest rates on our cash balances.

Income Tax (Provision) Benefit

Income tax (provision) benefit consists of income taxes related to U.S. federal and state jurisdictions as well as those foreign jurisdictions where we have business operations.


	Three months ended June 30,
	2023		2022		$ Change			% Change
	(dollars in thousands)

Income tax benefit	$	12	$	281	$	(269	)		(96	%)

The income tax benefit decrease for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily driven by changes in our projected net deferred taxes after valuation allowance and a decrease in the net expense from discrete events.


	Six months ended June 30,
	2023			2022		$ Change			% Change
	(dollars in thousands)

Income tax (provision) benefit	$	(36	)	$	987	$	(1,023	)	NM

The income tax provision increase for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily driven by changes in our projected net deferred taxes after valuation allowance and a decrease in the net expense from discrete events.

Liquidity and Capital Resources


	Six months ended June 30,
	2023			2022
	(in thousands)

Net cash used in operating activities	$	(14,367	)	$	(33,256	)
Net cash used in investing activities		(5,030	)		(19,222	)
Net cash (used in) provided by financing activities		(2,400	)		2,660

As of June 30, 2023, we had cash and cash equivalents totaling $58.7 million.

Net cash used in operating activities was $14.4 million and $33.3 million for the six months ended June 30, 2023 and 2022, respectively. The decrease in cash used in operating activities during the six months ended June 30, 2023, compared to the prior year period, was primarily due to a decrease in net loss of $60.5 million and an increase in cash received attributable to deferred revenue of $11.2 million partially offset by a decrease in provision for inventory and inventory purchase commitments of $26.9 million and a decrease in depreciation and amortization expense of $22.1 million.

Net cash used in investing activities was $5.0 million and $19.2 million for the six months ended June 30, 2023 and 2022, respectively. The decrease in net cash used in investing activities was due to a decrease in capital expenditures due to increased focus by management on capital expenditures, in particular related to technology. The current decrease of capital expenditures as compared to the prior period is expected to continue in future periods.

Net cash used in financing activities was $2.4 million for the six months ended June 30, 2023 compared to net cash provided by financing activities of $2.7 millionfor the six months ended June 30, 2022. The change in net cash from financing activities was primarily due to taxes associated with the vesting of restricted stock during the six months ended June 30, 2023 and debt repayments on our Term Loan compared to proceeds from stock option exercises during the six months ended June 30, 2022.

On August 8, 2022, the Company, Beachbody, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of ~~approximately $13,870,243.~~

~~Liquidity~~the Company (the “Borrower”), and ~~Capital Resources~~

certain subsidiaries of the Company (together with the Company, the “Guarantors”), entered into a financing agreement (as amended, the “Financing Agreement”) with the lenders party thereto and Blue Torch Finance, LLC, ("Blue Torch") as administrative agent and collateral agent for such lenders, providing for a senior secured term loan facility in an initial aggregate principal amount of $50.0 million (the “Term Loan”). Obligations under the Financing Agreement are guaranteed by the Guarantors, and secured by a lien on and security interest in substantially all of the assets of the Borrower and the Guarantors (together with the Borrower, the “Loan Parties”), subject to customary exceptions. As of ~~March 31, 2021,~~June 30, 2023, the principal balance outstanding under the Term Loan was $50.1 million. On July 24, 2023 the Company and Blue Torch entered into the Second Amendment. In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $15.0 million (which was classified as a current obligation at June 30, 2023). During the three and six months ended June 30, 2023, the Term Loan was a secured overnight financing rate ("SOFR") loan, with an effective interest rate of 18.69% and a cash interest rate of 12.12%.

The Financing Agreement contains financial covenants, customary representations, warranties, covenants and customary events of default. We were in compliance with the financial covenants, including amendments to the minimum revenue financial covenant in the Second Amendment, as of June 30, 2023. See Note 9, Debt, for additional information on the Term Loan. See Note 16, Subsequent Events, for additional information on the amendments to the Term Loan including amendments to the financial covenants and the maturity date of the Term Loan.

As of June 30, 2023, we ~~had cash outside~~have $30.9 million of lease obligations and purchase commitments associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the ~~trust account~~approximate timing of ~~$730,435 available~~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.

Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth and overall economic conditions. We continue to assess and efficiently manage our working capital, ~~needs. All remaining~~and expect to generate additional liquidity through continued cost control initiatives. We believe that existing cash ~~held in~~and cash equivalents and cost control initiatives will provide the ~~trust account are generally unavailable~~Company with sufficient liquidity to meet our anticipated cash needs, including debt service requirements, for the ~~Company’s use, prior~~next twelve months as well as for the longer-term (i.e., beyond the next twelve months).

We may explore additional equity financing to ~~an initial business combination,~~supplement our anticipated working capital balances and ~~is restricted for use either in a business combination~~further strengthen our financial position, but do not at this time know which form it will take or ~~to redeem common stock.~~

~~Through March 31, 2021,~~what the ~~Company’s liquidity needs were satisfied through receipt of $25,000 from the~~terms will be. The sale of ~~the founder shares, advances from the sponsor~~additional equity would result in ~~an aggregate amount of $141,881 and the remaining net proceeds from the initial public offering and the sale of private placement warrants.~~

~~The Company anticipates~~additional dilution to our shareholders. There can be no assurances that ~~the $730,735 of cash held outside of the trust account as of March 31, 2021,~~we will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a business combination is not consummated during that time. Until consummation of our business combination, the Company will be using the funds not held in the trust account, and any additional Working Capital Loans (as defined in Note 5 to our financial statements) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5 to our financial statements), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will needable to raise additional capital ~~through loans from~~in amounts or on terms acceptable to us.

Critical Accounting Policies and Estimates

There have been no material changes to the Company's critical accounting policies and estimates discussed in the 2022 Annual Report on Form 10-K in Item 7 under the heading Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates other than noted below.

Goodwill and Long-Lived Assets Impairment

Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually at October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit ("RU") below its ~~sponsor, officers, directors,~~carrying value or ~~third parties. None~~indicate that it is more likely than not that an indefinite-lived intangible asset is impaired. We carry our definite-lived intangible assets at cost less accumulated amortization. If an event or change in circumstances occurs that indicates the carrying value may not be recoverable, we would evaluate our definite-lived intangible assets for impairment at that time.

We test goodwill for impairment at a level within the Company referred to as the RU. Due to the continued sustained decline in our market capitalization and macroeconomic factors observed during the three months ended June 30, 2023, we performed an interim test for impairment of our goodwill.

In performing the interim impairment test for goodwill, we elected to bypass the qualitative assessment and proceeded to performing the quantitative test. We compared the carrying value of the ~~sponsor, officers or directors are under any obligation~~RU to ~~advance funds~~its estimated fair value. Fair value is estimated using a combination of a market approach and an income approach, with significant assumptions related to ~~or to invest~~guideline company financial multiples used in the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan,market approach and ~~reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.~~

~~Derivative Warrant Liabilities~~

~~We do not use derivative instruments to hedge exposures to~~significant assumptions about revenue growth, long-term growth rates, and discount rates used in a discounted cash flow ~~market, or foreign currency risks. We evaluate all~~model in the income approach. As of ~~our financial instruments, including issued stock purchase warrants,~~June 30, 2023, the RUs fair value exceeded the carrying value by approximately 11%.

Due to reduced revenue and margin forecasts we tested the related asset group for recoverability as of June 30, 2023. In testing for recoverability, we compared the carrying value of the asset group to its forecasted undiscounted cash flows to determine ~~if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification~~whether it was recoverable. Because the carrying value of ~~derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at~~ the ~~end of each reporting period.~~

We issued an aggregate of 15,333,333 warrants in connection with our initial public offering and private placement, which are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly,asset group did not exceed its future undiscounted cash flows, we ~~recognize~~then calculated the ~~warrants as liabilities at~~ fair value ~~and adjust~~of the ~~instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in~~assets within the ~~Company’s statement of operations.~~asset group. The fair value of ~~warrants issued~~the formulae intangible assets, which is the long-lived asset within the asset group, was calculated to be greater than its carrying value. As a result, no impairment was recognized.

Management will continue to monitor its RU for changes in ~~connection with~~the business environment that could impact its fair value. Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in our ~~initial public offering~~goodwill impairment tests, and ~~private placement has been~~ultimately impact the estimated ~~using Monte Carlo simulations at each measurement date.~~fair value of our RU may include supply chain disruptions and demand for at-home fitness solutions; adverse macroeconomic conditions; volatility in the equity and debt markets which could result in higher weighted-average cost of capital and our subscriber growth rates. Changes in any of the assumptions used in the valuation of the RU, or changes in the business environment could materially affect the expected cash flows, and such impacts could potentially result in a material non-cash impairment charge.

Recent Accounting Pronouncements

See Note 1, Description of Business and Summary of Significant Accounting Policies, of the notes to our unaudited condensed consolidated financial statements included elsewhere in this Report for recently adopted accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.

Foreign Currency Risk

~~Not required~~We are exposed to foreign currency exchange risk related to transactions in currencies other than the U.S. Dollar, which is our functional currency. Our foreign subsidiaries, sales, certain inventory purchases and operating expenses expose us to foreign currency exchange risk. For the six months ended June 30, 2023 and 2022, approximately 10% of our revenue was in foreign currencies. These sales were primarily denominated in Canadian dollars and British pounds.

We use derivative instruments to manage the effects of fluctuations in foreign currency exchange rates on our net cash flows. We primarily enter into option contracts to hedge forecasted payments, typically for ~~smaller~~up to 12 months, for cost of revenue, selling and marketing expenses, general and administrative expenses and intercompany transactions not denominated in the local currencies of our foreign operations. We designate some of these instruments as cash flow hedges and record them at fair value as either assets or liabilities within the consolidated balance sheets. Some of these instruments are freestanding derivatives for which hedge accounting does not apply.

Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive income (loss) until the hedged forecasted transaction affects earnings. Deferred gains and losses associated with cash flow hedges of third-party payments are recognized in cost of revenue, selling and marketing or general and administrative expenses, as applicable, during the period when the hedged underlying transaction affects earnings. Changes in the fair value of certain derivatives for which hedge accounting does not apply are immediately recognized directly in earnings to cost of revenue.

A hypothetical 10% change in exchange rates, with the U.S. dollar as the functional and reporting ~~companies.~~currency, would not result in a material increase or decrease in cost of revenue and operating expenses due to the derivative instruments we use to hedge any foreign currency exposure.

The aggregate notional amount of foreign exchange derivative instruments at June 30, 2023 and year ended December 31, 2022 was $15.4 million and $17.6 million, respectively.

Item 4. Controls and ~~Procedures~~Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our ~~principal executive officer~~Chief Executive Officer and ~~principal financial and accounting officer,~~Chief Financial Officer, we ~~conducted an evaluation of~~evaluated the effectiveness of our disclosure controls and procedures ~~as of the end of the fiscal quarter ended March 31, 2021, as such term is~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange ~~Act.~~Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2023. Based upon that evaluation, as a result of the material weaknesses identified in our ~~principal executive officer~~2022 Form 10-K, our Chief Executive Officer and ~~principal financial and accounting officer~~Chief Financial Officer concluded that ~~solely due to the Company’s restatement of its financial statements to reclassify the Company’s warrants as described in the Form 10-K/A filed May 3, 2021, a material weakness existed and~~ our disclosure controls and procedures were not effective as of ~~March 31, 2021.~~

~~To remediate~~ the ~~material weakness pertaining to the presentation~~end of the ~~Company’s warrants as equity instead of liability, as disclosed in the Company’s Annual Report on Form 10-K, as amended on May 5, 2021, for the~~ period ~~ended December 31, 2021, the Company has reviewed its internal controls and enhanced the supervisory review of accounting procedures in~~covered by this ~~financial reporting area.~~Report.

Changes in Internal Control ~~over~~Over Financial Reporting

We continue to be in the process of implementing changes, as more fully described in our 2022 Form 10-K, to our internal control over financial reporting to remediate the material weaknesses as described in our 2022 Form 10-K.

~~During the most recently completed fiscal quarter ended March 31, 2021, there was~~There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.

PART ~~II -~~ II—OTHER INFORMATION

Item 1. Legal Proceedings.

~~None.~~

~~Item 1A. Risk Factors.~~

We are and, from time to time, we may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business. There have been no material changes from the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Item 1A. Risk Factors.

There have been no material developments with respect to the information previously reported under Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. These risk factors ~~previously disclosed~~describe some of the assumptions, risks, uncertainties and other factors that could adversely affect our business or that could otherwise result in changes that differ materially from our expectations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our ~~Amendment No. 1 to the annual report on Form 10-K/A filed~~future filings with the ~~SEC on May 3, 2021 and in our Form S-4, initially filed on February 16, 2021, as amended.~~SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.

~~On November 30, 2020, we consummated our initial public offering~~None.

Issuer Repurchase of 30,000,000 units, which included 3,900,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each unit consists of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to us of $300,000,000.Equity Securities.

None.

Simultaneously with the closing of our initial public offering, we completed the private sale of an aggregate of 5,333,333 private placement warrants to Forest Road Acquisition Sponsor LLC, our sponsor, at a purchase price of $1.50 per private placement warrant, generating gross proceeds to us of $8,000,000. This issuance of private placement warrants was be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

A total of $300,000,000, comprised of $292,000,000 of the proceeds from our initial public offering (which amount includes $10,500,000 of the underwriters’ deferred discount) and $8,000,000 of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds held in the trust account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.

Item 3. Defaults Upon Senior Securities.

None.

~~None.~~

Item 4. Mine Safety ~~Disclosures.~~Disclosure.

None.

~~Not Applicable.~~

Item 5. Other Information.

None.

~~None.~~

Item 6. ~~Exhibits~~Exhibits.


Exhibit		Incorporated by Reference				Filed or Furnished herewith
Exhibit			Form	Exhibit	Filing Date	Filed or Furnished herewith	File No.

3.1	Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc.	8-K	3.1	7/1/2021	001-39735
3.2	Amended and Restated Bylaws of The Beachbody Company, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed July 1, 2021).	8-K	3.2	7/1/2021	001-39735
4.1	Amended and Restated Form of Warrant.					*
10.1	Financing Agreement, dated August 8, 2022, by and among Beachbody, LLC, a Delaware limited liability company, The Beachbody Company, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent from time to time party thereto, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and Blue Torch Finance, LLC, as collateral agent and as administrative agent for the Lenders.	10-Q	10.2	8/8/2022	001-39735
10.2+	Amendment No. 1 to Financing Agreement, dated as of July 24, 2023 by and among the Company, the Borrower, each subsidiary of the Company party thereto, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent.					*
10.3+	Amendment No. 2 to Financing Agreement, dated as of July 24, 2023 by and among the Company, the Borrower, each subsidiary of the Company party thereto, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent.	8-K	10.1	7/26/2023	001-39735
10.4^	The Beachbody Company, Inc. Deferred Compensation Plan for Directors	10-K	10.10	3/16/2023	001-39735
10.5^	Offer Letter, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Mark Goldston	8-K	10.1	6/15/2023	001-39735
10.6^	The Beachbody Company, Inc. 2023 Employment Inducement Incentive Award Plan.	8-K	10.2	6/15/2023	001-39735
10.7^	Option Agreement under 2023 Employee Inducement Incentive Award Plan, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Mark Goldston	8-K	10.3	6/15/2023	001-39735
10.8^	Forfeiture Agreement, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Carl Daikeler	8-K	10.4	6/15/2023	001-39735
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)					*

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a)					*

32.1	Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350					**

101.INS	Inline XBRL Instance Document					*

101.SCH	Inline XBRL Taxonomy Extension Schema Document					*

101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document					*

101.DEF	Inline XBRL Taxonomy Definition Linkbase Document					*

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document					*

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith.

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The ~~following~~Company will furnish copies of any such schedules and exhibits ~~are filed as part of,~~to the SEC upon request.

^ Indicates management contract or ~~incorporated by reference into, this Quarterly Report on Form 10-Q.~~compensatory plan.

~~No.~~		~~Description of Exhibit~~
~~2.1~~		~~Agreement and Plan of Merger, dated as of February 9, 2021, by and among the Company, Beachbody Merger Sub, Myx Merger Sub, Beachbody and Myx. (1)~~
~~10.1~~		~~Form of Subscription Agreement. (1)~~
~~10.2~~		~~Sponsor Agreement, dated as of February 9, 2021, by and among the Company, Forest Road Acquisition Sponsor LLC and Beachbody. (1)~~
~~10.3~~		~~Member Support Agreement, dated as of February 9, 2021, by and among the Company, Beachbody, and certain equityholders of Beachbody set forth therein. (1)~~
~~10.4~~		~~Myx Support Agreement, dated as of February 9, 2021, by and among the Company, Myx, Beachbody, and certain equityholders of Myx set forth therein. (1)~~
31.1*		~~Certification of Principal Executive Officer~~ SIGNATURES Pursuant to ~~Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
31.2*		~~Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
32.1**		~~Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
32.2**		~~Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
101.INS*		~~XBRL Instance Document~~
101.CAL*		~~XBRL Taxonomy Extension Calculation Linkbase Document~~
101.SCH*		~~XBRL Taxonomy Extension Schema Document~~
101.DEF*		~~XBRL Taxonomy Extension Definition Linkbase Document~~
101.LAB*		~~XBRL Taxonomy Extension Labels Linkbase Document~~
101.PRE*		~~XBRL Taxonomy Extension Presentation Linkbase Document~~

*	~~Filed herewith.~~
**	~~Furnished herewith.~~

~~(1)~~

~~Incorporated by reference to the Company’s Form 8-K/A, filed with the SEC on February 16, 2021.~~

~~SIGNATURES~~

~~In accordance with~~ the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~FOREST ROAD ACQUISITION CORP.~~

~~Date: May 17, 2021~~	~~By:~~	~~/s/ Keith L. Horn~~ The Beachbody Company, Inc.
	~~Name:~~	~~Keith L. Horn~~
Date: August 8, 2023	~~Title:~~	By:	/s/ Carl Daikeler
			Carl Daikeler
			Chief Executive Officer ~~and Secretary~~
			(Principal Executive Officer)

Date: ~~May 17, 2021~~August 8, 2023	~~By:~~	By:	/s/ ~~Salil Mehta~~Marc Suidan
	~~Name:~~	~~Salil Mehta~~	Marc Suidan
	~~Title:~~		Chief Financial Officer
			(Principal Financial ~~and Accounting~~ Officer)

~~Delaware~~		~~85-3222090~~
Delaware	85-3222090
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

400 Continental Blvd, Suite 400 El Segundo,California	90245
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	~~Trading Symbol(s)~~	Name of each exchange on which registered
~~Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant~~		~~FRX.U~~	~~The New York Stock Exchange~~
Class A Common Stock, par value $0.0001 per share	BODY	~~FRX~~	The New York Stock Exchange
Redeemable ~~Warrants,~~warrants, each whole warrant exercisable for one ~~share of~~ Class A ~~Common Stock~~common stock at an exercise price of $11.50	BODY WS	~~FRXWS~~	The New York Stock Exchange

	~~☐ Large accelerated filer~~	~~☐ Accelerated filer~~
Large Accelerated Filer ☐	Accelerated Filer☒ ~~Non-accelerated filer~~	☒ Non-Accelerated Filer ☐	Smaller ~~reporting company~~
Reporting Company ☒		☒ Emerging ~~growth company~~Growth Company ☐

		~~Page~~
~~PART 1 – FINANCIAL INFORMATION~~ Part I.	Financial Information	3
Item 1.	Financial Statements	3
~~Item 1.~~	~~Financial Statements~~Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Operations	4
	Unaudited Condensed ~~Balance Sheet (unaudited)~~Consolidated Statements of Comprehensive Loss	1 5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity	6
	Unaudited Condensed ~~Statement of Operations (unaudited)~~	2

	~~Condensed Statement of Changes in Stockholders’ Equity (unaudited)~~	3

	~~Condensed Statement~~Consolidated Statements of Cash Flows ~~(unaudited)~~	4 7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
	~~Notes to Condensed Financial Statements (unaudited)~~	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and ~~Results of~~ Operations	19 24

Item 3.	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	20 41
Item 4.	Controls and Procedures	41
~~Item 4.~~ Part II.	~~Control and Procedures~~Other Information	20 41
Item 1.	Legal Proceedings	41
~~PART II – OTHER INFORMATION~~

~~Item 1.~~	~~Legal Proceedings~~	21

~~Item 1A.~~	~~Risk Factors~~	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21 42

Item 3.	Defaults Upon Senior Securities	21 42

Item 4.	Mine Safety Disclosures	21 42
Item 5.	Other Information	42
Item 5.6.	~~Other Information~~Exhibits	21 43
Signatures
~~Item 6.~~	~~Exhibits~~	22

~~SIGNATURES~~		23 45

	March 31, 2021 (Unaudited)			December 31, 2020
Assets
Current assets:
Cash	$	730,435		$	1,183,830
Prepaid expenses		254,931			294,383
Total current assets		985,366			1,478,213
Marketable Securities Held in Trust account		300,004,432			300,000,000
Total assets	$	300,989,798		$	301,478,213

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	2,675,348		$	409,896
Due to related party		20,600			—
Franchise tax payable		—			54,149
Total current liabilities		2,695,948			464,045
Warrant Liabilities		45,605,664			31,735,421
Deferred underwriters’ discount payable		10,500,000			10,500,000
Total liabilities		58,801,612			42,699,466

Commitments
Class A common stock subject to possible redemption, 23,718,818 and 25,377,874 shares at redemption value at March 31, 2021 and December 31, 2020, respectively		237,188,180			253,778,740

Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 6,281,182 shares and 4,622,126 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (excluding 23,718,818 and 25,377,874 shares subject to possible redemption, respectively)		628			462
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,500,000 shares issued and outstanding at March 31, 2021 and December 31, 2020		750			750
Additional paid-in capital		29,506,028			12,915,634
Accumulated deficit		(24,507,400	)		(7,916,839	)
Total stockholders’ equity		5,000,006			5,000,007
Total liabilities and stockholders’ equity	$	300,989,798		$	301,478,213


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO Section 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	June 30,			December 31,
	2023			2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	58,686		$	80,091
Inventory, net		43,364			54,060
Prepaid expenses		8,549			13,055
Other current assets		48,619			39,248
Total current assets		159,218			186,454
Property and equipment, net		58,205			74,147
Content assets, net		29,193			34,888
Goodwill		125,166			125,166
Intangible assets, net		5,648			8,204
Right-of-use assets, net		4,033			5,030
Other assets		9,661			9,506
Total assets	$	391,124		$	443,395
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	13,301		$	17,940
Accrued expenses		49,116			64,430
Deferred revenue		107,378			95,587
Current portion of lease liabilities		2,095			2,150
Current portion of Term Loan		16,250			1,250
Other current liabilities		3,356			3,283
Total current liabilities		191,496			184,640
Term Loan		25,836			39,735
Long-term lease liabilities, net		2,249			3,318
Deferred tax liabilities		137			181
Other liabilities		4,229			3,979
Total liabilities		223,947			231,853
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, none issued and outstanding at June 30, 2023 and December 31, 2022		—			—
Common stock, $0.0001 par value, 1,900,000,000 shares authorized (1,600,000,000 Class A, 200,000,000 Class X and 100,000,000 Class C);
Class A: 176,157,734 and 170,911,819 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively;		18			17
Class X: 136,450,256 and 141,250,310 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively;		14			14
Class C: no shares issued and outstanding at June 30, 2023 and December 31, 2022		—			—
Additional paid-in capital		641,649			630,709
Accumulated deficit		(474,171	)		(419,235	)
Accumulated other comprehensive income (loss)		(333	)		37
Total stockholders’ equity		167,177			211,542
Total liabilities and stockholders’ equity	$	391,124		$	443,395


Operating costs	$	2,724,770
Loss from operations		(2,724,770	)

Other Income (Expense)
Interest income		20
Change in fair value of warrant liabilities		(13,870,243	)
Interest income on marketable securities held in Trust account		4,432
Total other income (expense)		(13,865,791	)

Net loss	$	(16,590,561	)

Weighted average shares outstanding - Class A common stock		30,000,000
Basic and diluted net income per share of common stock – Class A common stock	$	0.00
Weighted average shares outstanding - Class B common stock		7,500,000
Basic and diluted net income per share of common stock – Class B common stock	$	(2.21	)

	Common Stock								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance as of December 31, 2020		4,622,126	$	462		7,500,000	$	750	$	12,915,634	$	(7,916,839	)	$	5,000,007
Change in Class A common stock subject to possible redemption		1,659,056		166		—		—		16,590,394		—			16,590,560
Net loss		—		—		—		—		—		(16,590,561	)		(16,590,561	)
Balance as of March 31, 2021		6,281,182	$	628		7,500,000	$	750	$	29,506,028	$	(24,507,400	)	$	5,000,006

Cash Flows from Operating Activities:
Net loss	$	(16,509,561	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		13,870,243
Interest income on trust account		(4,432	)
Changes in current assets and current liabilities:
Prepaid assets		39,452
Accounts payable and accrued expenses		2,265,452
Due to related party		20,600
Franchise tax payable		(54,149	)
Net cash used in operating activities		(453,395	)

Net Change in Cash		(453,395	)
Cash - Beginning		1,183,830
Cash - Ending	$	730,435

Supplemental Disclosure of Non-cash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	(16,590,560	)



													Accumulated
							Additional						Other			Total
	Common Stock						Paid-In			Accumulated			Comprehensive			Stockholders’
	Shares			Amount			Capital			Deficit			Income (Loss)			Equity

Balances at December 31, 2021		309,584		$	31		$	610,418		$	(225,043	)	$	(21	)	$	385,385
Net loss		—			—			—			(73,533	)		—			(73,533	)
Other comprehensive loss		—			—			—			—			(112	)		(112	)
Equity-based compensation		—			—			4,564			—			—			4,564
Options exercised, net of tax withholdings		1,132			—			1,923			—			—			1,923
Balances at March 31, 2022		310,716		$	31		$	616,905		$	(298,576	)	$	(133	)	$	318,227
Net loss		—			—			—			(41,867	)		—			(41,867	)
Other comprehensive income		—			—			—			—			58			58
Equity-based compensation		210			—			3,001			—			—			3,001
Options exercised, net of tax withholdings		588			—			737			—			—			737
Balances at June 30, 2022		311,514		$	31		$	620,643		$	(340,443	)	$	(75	)	$	280,156

													Accumulated
							Additional						Other			Total
	Common Stock						Paid-In			Accumulated			Comprehensive			Stockholders’
	Shares			Amount			Capital			Deficit			Income (Loss)			Equity

Balances at December 31, 2022		312,162		$	31		$	630,709		$	(419,235	)	$	37		$	211,542
Net loss		—			—			—			(29,188	)		—			(29,188	)
Other comprehensive loss		—			—			—			—			(224	)		(224	)
Equity-based compensation		9,736			1			9,554			—			—			9,555
Shares withheld for tax withholdings on vesting of restricted stock		(3,644	)		—			(2,128	)		—			—			(2,128	)
Balances at March 31, 2023		318,254		$	32		$	638,135		$	(448,423	)	$	(187	)	$	189,557
Net loss		—			—			—			(25,748	)		—			(25,748	)
Other comprehensive loss		—			—			—			—			(146	)		(146	)
Equity-based compensation		1,377			1			3,160			—			—			3,161
Forfeiture of shares per the Forfeiture Agreement		(8,000	)		(1	)		1			—			—			—
Issuance of shares due to Employee Stock Purchase Plan		982			—			384			—			—			384
Tax withholdings on vesting of restricted stock		(5	)		—			(31	)		—			—			(31	)
Balances at June 30, 2023		312,608		$	32		$	641,649		$	(474,171	)	$	(333	)	$	167,177


	June 30, 2023
	Level 1		Level 2		Level 3

Assets
Derivative assets	$	—	$	50	$	—
Total assets	$	—	$	50	$	—

Liabilities
Public warrants	$	461	$	—	$	—
Private placement warrants		—		—		53
Term Loan warrants		—		—		802
Total liabilities	$	461	$	—	$	855

	December 31, 2022
	Level 1		Level 2		Level 3

Assets
Derivative assets	$	—	$	462	$	—
Total assets	$	—	$	462	$	—

Liabilities
Public Warrants	$	415	$	—	$	—
Private Placement Warrants		—		—		107
Term Loan Warrants		—		—		1,226
Total liabilities	$	415	$	—	$	1,333



	June 30, 2023			December 31, 2022

Risk-free rate		4.5	%		4.2	%
Dividend yield rate		—			—
Volatility		75.0	%		75.0	%
Contractual term (in years)		2.99			3.49
Exercise price	$	11.50		$	11.50


	June 30, 2023		December 31, 2022

Raw materials and work in process	$	17,680	$	13,380
Finished goods		25,684		40,680
Total inventory, net	$	43,364	$	54,060


	Options Outstanding
	Number of Options			Weighted-Average Exercise Price (per option)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022		48,414,625		$	2.65		6.35	$	—
Granted		27,346,753			0.46
Forfeited		(5,464,000	)		2.85
Expired		(504,898	)		2.66
Outstanding at June 30, 2023		69,792,480		$	1.78		7.06	$	—
Exercisable at June 30, 2023		26,708,560		$	2.38		3.25	$	—


	RSUs Outstanding
	Number of RSUs			Weighted-Average Fair Value (per RSU)
Outstanding at December 31, 2022		3,159,185		$	1.45
Granted		23,121,170			0.58
Vested		(11,113,084	)		0.68
Forfeited		(974,173	)		0.74
Outstanding at June 30, 2023		14,193,098		$	0.67


	June 30, 2023		December 31, 2022
Deferred partner costs	$	38,332	$	31,270
Deposits		6,204		4,527
Accounts receivable, net		1,602		866
Other		2,481		2,585
Total other current assets	$	48,619	$	39,248



	June 30, 2023			December 31, 2022

Computer software and web development	$	230,992		$	236,533
Computer equipment		23,338			24,240
Buildings		5,158			5,158
Leasehold improvements		4,600			4,600
Furniture, fixtures and equipment		1,207			1,222
Computer software and web development projects in-process		738			5,147
Property and equipment, gross		266,033			276,900
Less: Accumulated depreciation		(207,828	)		(202,753	)
Total property and equipment, net	$	58,205		$	74,147


	June 30, 2023		December 31, 2022
Partner costs	$	15,742	$	14,535
Inventory, shipping and fulfillment		10,940		11,687
Employee compensation and benefits		5,126		20,584
Sales and other taxes		4,523		4,818
Information technology		2,059		2,207
Advertising		3,072		1,176
Customer service expenses		964		956
Other accrued expenses		6,690		8,467
Total accrued expenses	$	49,116	$	64,430


Six months ending December 31, 2023	$	22,239
Year ending December 31, 2024		2,160
Year ending December 31, 2025		1,475
Year ending December 31, 2026		100
Year ending December 31, 2027		75
Thereafter		75
	$	26,124


Six months ending December 31, 2023	$	15,625
Year ending December 31, 2024		1,563
Year ending December 31, 2025		2,500
Year ending December 31, 2026		29,062
Total debt	$	48,750
Less current portion		(16,250	)
Less unamortized debt discount and debt issuance costs		(8,008	)
Add capitalized paid-in-kind interest		1,344
Total long-term debt	$	25,836


	Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustment			Total

Balances at March 31, 2022	$	(148	)	$	15		$	(133	)
Other comprehensive income (loss) before reclassifications		13			(51	)		(38	)
Amounts reclassified from accumulated other comprehensive income (loss)		74			—			74
Tax effect		22			—			22
Balances at June 30, 2022	$	(39	)	$	(36	)	$	(75	)


Balances at March 31, 2023	$	(103	)	$	(84	)	$	(187	)
Other comprehensive income (loss) before reclassifications		(206	)		35			(171	)
Amounts reclassified from accumulated other comprehensive income (loss)		61			—			61
Tax effect		(36	)		—			(36	)
Balances at June 30, 2023	$	(284	)	$	(49	)	$	(333	)


		Three months ended June 30,						Six months ended June 30,
	Financial Statement Line Item	2023			2022			2023			2022

Unrealized gains (losses)	Other comprehensive income (loss)	$	(206	)	$	13		$	(307	)	$	(149	)

Gains (losses) reclassified from accumulated other	Cost of revenue	$	(25	)	$	(32	)	$	11		$	(62	)
comprehensive income (loss) into net loss	General and administrative		(36	)		(42	)		15			(81	)
Total amounts reclassified		$	(61	)	$	(74	)	$	26		$	(143	)

Gains (losses) recognized on derivatives not designated as hedging instruments	Cost of revenue	$	(54	)	$	6		$	(95	)	$	(45	)


	Balance at		Restructuring			Payments /			Liability at
	March 31, 2023		Charges			Utilizations			June 30, 2023
Employee-related costs	$	1,389	$	(107	)	$	(1,026	)	$	256
Total costs	$	1,389	$	(107	)	$	(1,026	)	$	256

	March 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Description
Warrant Liability – Public Warrants	$	26,900,000	$	26,900,000	$	-	$	-
Warrant Liability – Private Warrants	$	18,705,664	$	-	$	-	$	18,705,664
	$	45,605,664	$	26,900,000	$	-	$	18,705,664

	As of March 31, 2020			As of December 31, 2020
Stock price	$	10.12		$	10.50
Strike price	$	11.50		$	11.50
Term (in years)		5.0			5.0
Volatility		43.3	%		31.3	%
Risk-free rate		0.92	%		0.44	%
Dividend yield		0.0	%		0.0	%