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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/24 Beachbody Co., Inc. 10-K 12/31/23 129:17M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.72M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 165K
3: EX-21.1 Subsidiaries List HTML 35K
4: EX-23.1 Consent of Expert or Counsel HTML 35K
5: EX-23.2 Consent of Expert or Counsel HTML 37K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 51K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 40K
11: R1 Cover Page HTML 115K
12: R2 Consolidated Balance Sheets HTML 146K
13: R3 Consolidated Balance Sheets (Parentheticals) HTML 64K
14: R4 Consolidated Statements of Operations HTML 134K
15: R5 Consolidated Statements of Comprehensive Loss HTML 66K
16: R6 Consolidated Statements of Stockholders' Equity HTML 93K
17: R7 Consolidated Statements of Cash Flows HTML 160K
18: R8 Description of Business and Summary of Significant HTML 130K
Accounting Policies
19: R9 Revenue HTML 57K
20: R10 Fair Value Measurements HTML 240K
21: R11 Inventory, Net HTML 52K
22: R12 Other Current Assets HTML 52K
23: R13 Property and Equipment, Net HTML 83K
24: R14 Content Assets, Net HTML 51K
25: R15 Goodwill HTML 64K
26: R16 Intangible Assets, Net HTML 100K
27: R17 Accrued Expenses HTML 65K
28: R18 Debt HTML 85K
29: R19 Leases HTML 120K
30: R20 Commitments and Contingencies HTML 57K
31: R21 Restructuring HTML 70K
32: R22 Stockholders' Equity HTML 94K
33: R23 Equity-Based Compensation HTML 214K
34: R24 Derivative Financial Instruments HTML 76K
35: R25 Income Taxes HTML 193K
36: R26 Employee Benefit Plan HTML 39K
37: R27 Earnings (Loss) Per Share HTML 86K
38: R28 Related Party Transactions HTML 46K
39: R29 Parent Only Financial Statements HTML 117K
40: R30 Subsequent Events HTML 48K
41: R31 Financial Statement Schedule HTML 50K
42: R32 Description of Business and Summary of Significant HTML 189K
Accounting Policies (Policies)
43: R33 Revenue (Tables) HTML 50K
44: R34 Fair Value Measurements (Tables) HTML 232K
45: R35 Inventory, Net (Tables) HTML 48K
46: R36 Other Current Assets (Tables) HTML 51K
47: R37 Property and Equipment, Net (Tables) HTML 81K
48: R38 Content Assets, Net (Tables) HTML 47K
49: R39 Goodwill (Tables) HTML 50K
50: R40 Intangible Assets, Net (Tables) HTML 92K
51: R41 Accrued Expenses (Tables) HTML 60K
52: R42 Debt (Tables) HTML 50K
53: R43 Leases (Tables) HTML 113K
54: R44 Commitments and Contingencies (Tables) HTML 46K
55: R45 Restructuring (Tables) HTML 64K
56: R46 Stockholders' Equity (Tables) HTML 71K
57: R47 Equity-Based Compensation (Tables) HTML 191K
58: R48 Derivative Financial Instruments (Tables) HTML 75K
59: R49 Income Taxes (Tables) HTML 190K
60: R50 Earnings (Loss) Per Share (Tables) HTML 82K
61: R51 Parent Only Financial Statements (Tables) HTML 111K
62: R52 Description of Business and Summary of Significant HTML 161K
Accounting Policies - Additional Information
(Details)
63: R53 Revenue - Disaggregation of Revenue (Details) HTML 47K
64: R54 Revenue - Additional Information (Details) HTML 41K
65: R55 Revenue - Additional Information (Details)1 HTML 43K
66: R56 Fair Value Measurements - Summary of Fair Value HTML 82K
Measurements, Recurring and Nonrecurring (Details)
67: R57 Fair Value Measurements - Summary of Fair Value of HTML 70K
Significant Assumptions Utilized in the Valuation
(Details)
68: R58 Fair Value Measurements - Summary of Change in the HTML 60K
Fair Value of the Warrants (Details)
69: R59 Fair Value Measurements -Additional Information HTML 63K
(Details)
70: R60 Fair Value Measurements - Summary of Fair Value, HTML 49K
Assets Measured on Nonrecurring Basis Using
Unobservable Inputs (Details)
71: R61 Inventory, Net - Schedule of Inventory, Current HTML 42K
(Details)
72: R62 Inventory, Net - Additional Information (Details) HTML 41K
73: R63 Other Current Assets - Summary of Other Current HTML 45K
Assets (Details)
74: R64 Property and Equipment, Net - Summary of Property HTML 57K
and Equipment, Net (Details)
75: R65 Property and Equipment, Net - Additional HTML 56K
Information (Details)
76: R66 Property and Equipment, Net - Summary of HTML 46K
Depreciation Expense Related to Property and
Equipment (Details)
77: R67 Content Assets, Net - Summary of Film Cost HTML 41K
(Details)
78: R68 Content Assets, Net - Additional Information HTML 47K
(Details)
79: R69 Acquisitions - Summary of Recognized Identified HTML 39K
Assets Acquired and Liabilities Assumed (Details)
80: R70 Goodwill - Summary of Goodwill (Details) HTML 43K
81: R71 Goodwill - Additional Information (Details) HTML 62K
82: R72 Intangible Assets, Net - Schedule of Intangible HTML 60K
Assets (Details)
83: R73 Intangible Assets, Net (Additional Information) HTML 54K
(Details)
84: R74 Accrued Expenses - Summary of Accrued Expenses HTML 52K
(Details)
85: R75 Accrued Expenses - Additional Information HTML 63K
(Details)
86: R76 Debt - Additional Information (Details) HTML 165K
87: R77 Debt - Schedule of Aggregate Amounts of Payments HTML 56K
Due and Reconciliation of Debt Balances, Net of
Debt Discount and Debt Issuance Costs (Details)
88: R78 Leases - Additional Information (Details) HTML 66K
89: R79 Leases - Summary of Lease Cost (Details) HTML 50K
90: R80 Leases - Summary of Lease Other Information HTML 54K
(Details)
91: R81 Leases - Summary of Maturities of Operating and HTML 68K
Finance Lease Liabilities, Excluding Short-term
Leases (Details)
92: R82 Commitments and Contingencies - Additional HTML 50K
Information (Details)
93: R83 Commitments and Contingencies - Summary of HTML 47K
Purchase Obligation, Fiscal Year Maturity
(Details)
94: R84 Restructuring - Additional Information (Details) HTML 47K
95: R85 Restructuring - Summary of Restructuring Related HTML 48K
Liability and Restructuring Costs Activity
(Details)
96: R86 Stockholders' Equity - Additional Information HTML 131K
(Details)
97: R87 Stockholders' Equity - Summarize Changes in HTML 63K
Accumulated Other Comprehensive Income (Loss), Net
of Tax (Details)
98: R88 Equity-Based Compensation - Additional Information HTML 205K
(Details)
99: R89 Equity-Based Compensation - Summary of the Option HTML 74K
Activity under the Equity Compensation Plans
(Details)
100: R90 Equity-Based Compensation - Summary of the HTML 65K
Unvested Option Activity (Details)
101: R91 Equity-Based Compensation - Summary of RSU HTML 65K
Activity (Details)
102: R92 Equity-Based Compensation - Summary of Assumptions HTML 61K
Used to Determine the Fair Value of Option Grants
(Details)
103: R93 Equity-Based Compensation - Summary of HTML 47K
Equity-Based Compensation Expense (Details)
104: R94 Derivative Financial Instruments - Additional HTML 57K
Information (Details)
105: R95 Derivative Financial Instruments - Summary of HTML 48K
Derivative Instrument (Details)
106: R96 Derivative Financial Instruments - Summary of HTML 46K
Pre-Tax Effects of the Company's Derivative
Instruments on its Unaudited Condensed
Consolidated Statements of Operations (Details)
107: R97 Income Taxes - Components of Loss Before Income HTML 45K
Taxes (Details)
108: R98 Income Taxes - Components of Income Tax Benefit HTML 63K
(Provision) (Details)
109: R99 Income Taxes - Additional Information (Details) HTML 57K
110: R100 Income Taxes - Actual Tax Rate on Loss Before HTML 59K
Income Taxes Reconciles (Details)
111: R101 Income Taxes - Schedule of Components of Deferred HTML 79K
Tax Assets and Liabilities (Details)
112: R102 Income Taxes - Summary of Activity Related to HTML 44K
Gross Unrecognized Tax Benefits (Details)
113: R103 Employee Benefit Plan - Additional Information HTML 43K
(Details)
114: R104 Earnings (Loss) Per Share - Summary of the HTML 66K
Computation of Loss Per Share of Class A and Class
X Common Stock (Details)
115: R105 Earnings (Loss) per Share - Additional Information HTML 78K
(Details)
116: R106 Earnings (Loss) Per Share - Summary of Common HTML 58K
Shares That Are Excluded From the Computation of
Diluted Net Loss Per Common Share (Details)
117: R107 Related Party Transactions - Additional HTML 48K
Information (Details)
118: R108 Segment Information - Additional Information HTML 39K
(Details)
119: R109 Parent Only Financial Statements - Condensed HTML 120K
Balance Sheet (Details)
120: R110 Parent Only Financial Statements - Condensed HTML 46K
Balance Sheet (Parenthetical) (Details)
121: R111 Parent Only Financial Statements - Condensed HTML 45K
Statement of Operations and Comprehensive Loss
(Details)
122: R112 Parent Only Financial Statements - Condensed HTML 97K
Statement of Cash Flows (Details)
123: R113 Subsequent Events - Additional Information HTML 84K
(Details)
124: R114 Financial Statement Schedule - (Details) HTML 45K
126: XML IDEA XML File -- Filing Summary XML 249K
129: XML XBRL Instance -- body-20231231_htm XML 3.89M
125: EXCEL IDEA Workbook of Financial Report Info XLSX 265K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 6.85M
Linkbases Document -- body-20231231
127: JSON XBRL Instance as JSON Data -- MetaLinks 825± 1.37M
128: ZIP XBRL Zipped Folder -- 0000950170-24-029409-xbrl Zip 766K
| EX-97.1 |
Exhibit 97.1
THE BEACHBODY COMPANY, INC.
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
The Beachbody Company, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.
This Policy shall apply to current and former Officers. Each Officer shall be required to sign an Acknowledgment Agreement pursuant to which such Officer will agree to be bound by the terms of, and comply with, this Policy; however, any Officer’s failure to sign any such Acknowledgment Agreement shall not negate the application of this Policy to the Officer.
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation, Erroneously Awarded Compensation or solely time-vesting equity awards, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other
Exhibit 97.1
compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the “Board”) may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, equityholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
This Policy shall be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan,
equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
Exhibit 97.1
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
“Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
“Committee” means the committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.
“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and nonGAAP/IFRS financial measures, as well as stock or share price and total equityholder return.
“GAAP” means United States generally accepted accounting principles.
“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.
“Impracticable” means (a) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company has (i) made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
“Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after such person began service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the Company has a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.
“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other
Exhibit 97.1
legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
ACKNOWLEDGMENT AND CONSENT TO
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION1
The undersigned has received a copy of the Policy for Recovery of Erroneously Awarded Compensation (the “Policy”) adopted by The Beachbody Company, Inc. (the “Company”).
For good and valuable consideration, the receipt of which is acknowledged, the undersigned agrees to the terms of the Policy and agrees that compensation received by the undersigned may be subject to reduction, cancellation, forfeiture and/or recoupment to the extent necessary to comply with the Policy, notwithstanding any other agreement to the contrary. The undersigned further acknowledges and agrees that the undersigned is not entitled to indemnification in connection with any enforcement of the Policy and expressly waives any rights to such indemnification under the Company’s organizational documents or otherwise.
Date Signature
Name
Title
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/11/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | 4, S-3 | |||
| List all Filings | ||||