Filing Summary
Business Context and Reporting Period
This Form 8-K was filed by Forest Road Acquisition Corp., a special purpose acquisition company, regarding its fiscal year ended December 31, 2020. Although the request identifies Beachbody Company, Inc., the provided filing is issued by Forest Road Acquisition Corp. and does not contain operating results for Beachbody.
The report date was May 2, 2021, and the filing was signed and filed on May 3, 2021.
Financial Metrics and Liquidity
The filing does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, assets, or other operating metrics. It addresses an accounting restatement related to warrants.
- Public warrants and private placement warrants had previously been classified as equity.
- Following the SEC Staff Statement issued April 12, 2021, the warrants were determined to require liability classification.
- The warrants were to be measured at fair value upon issuance, with subsequent fair-value changes reported in the statement of operations.
Material Changes Versus the Prior Comparable Period
The company concluded that its previously issued audited financial statements for the year ended December 31, 2020 should no longer be relied upon. The statements were restated in Note 2 to the Form 10-K/A filed May 3, 2021.
The filing does not provide the quantitative impact of the restatement. Accordingly, the effect on net income, total liabilities, equity, assets, and earnings per share is not clear from the provided text.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- The principal unusual item is the change in accounting classification of the company’s warrants from equity to liabilities.
- Changes in warrant fair value will affect the statement of operations and may introduce significant non-cash period-to-period volatility.
- The filing does not provide operating guidance, business outlook, liquidity forecasts, or new contingencies.
- The Audit Committee consulted with WithumSmith+Brown, PC, the company’s independent registered public accounting firm, regarding the restatement.
Key Facts for Investor Verification
- Confirm that the filing relates to Forest Road Acquisition Corp., not Beachbody Company, Inc.
- Review the Form 10-K/A and Note 2 for the quantitative restatement adjustments.
- Verify the fair-value methodology, carrying amounts, and classification of the public and private placement warrants.
- Assess the effect of warrant remeasurement on liabilities, shareholders’ equity, net income, and earnings per share.
- Check whether subsequent filings provide additional information regarding the proposed transaction or Beachbody’s operating performance.