Xponential Fitness, Inc. 10-Q

Item 1. Financial Statements. Xponential Fitness, Inc. Condensed Consolidated Balance Sheets (Unaudited) (amounts in thousands, except per share amounts) March 31, December 31, 2024 2023 Assets Current Assets: Cash, cash equivalents and restricted cash $ 27,218 $ 37,094 Accounts receivable, net (Note 10) 32,242 32,751 Inventories 15,270 14,724 Prepaid expenses and other current assets 5,661 5,856 Deferred costs, current portion 7,332 6,620 Notes receivable from franchisees, net 65 203 Total current assets 87,788 97,248 Property and equipment, net 19,436 19,502 Right-of-use assets 55,623 71,413 Goodwill 173,947 171,601 Intangible assets, net 124,105 120,149 Deferred costs, net of current portion 45,546 46,541 Notes receivable from franchisees, net of current portion 647 802 Other assets 1,350 1,442 Total assets $ 508,442 $ 528,698 Liabilities, redeemable convertible preferred stock and equity (deficit) Current Liabilities: Accounts payable $ 24,995 $ 19,119 Accrued expenses 12,734 14,088 Deferred revenue, current portion 30,110 34,674 Current portion of long-term debt 5,147 4,760 Other current liabilities 19,409 19,666 Total current liabilities 92,395 92,307 Deferred revenue, net of current portion 115,866 117,305 Contingent consideration from acquisitions (Note 16) 12,971 8,666 Long-term debt, net of current portion, discount and issuance costs 318,812 319,261 Lease liability 54,258 70,141 Other liabilities 5,625 9,152 Total liabilities 599,927 616,832 Commitments and contingencies (Note 16) Redeemable convertible preferred stock, $ 0.0001 par value, 400 shares authorized, 115 shares issued and outstanding as of March 31, 2024 and December 31, 2023 122,766 114,660 Stockholders' equity (deficit): Undesignated preferred stock, $ 0.0001 par value, 4,600 shares authorized, none issued and outstanding as of March 31, 2024 and December 31, 2023 — — Class A common stock, $ 0.0001 par value, 500,000 shares authorized, 31,582 and 30,897 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 3 3 Class B common stock, $ 0.0001 par value, 500,000 shares authorized, 16,488 and 16,566 shares issued, and 16,413 and 16,491 shares outstanding as of March 31, 2024 and December 31, 2023, respectively 2 2 Additional paid-in capital 506,017 521,998 Receivable from shareholder (Note 10) ( 15,775 ) ( 15,426 ) Accumulated deficit ( 632,994 ) ( 630,127 ) Treasury stock, at cost, 75 shares outstanding as of March 31, 2024 and December 31, 2023 ( 1,697 ) ( 1,697 ) Total stockholders' deficit attributable to Xponential Fitness, Inc. ( 144,444 ) ( 125,247 ) Noncontrolling interests ( 69,807 ) ( 77,547 ) Total stockholders' deficit ( 214,251 ) ( 202,794 ) Total liabilities, redeemable convertible preferred stock and stockholders' deficit $ 508,442 $ 528,698 See accompanying notes to condensed consolidated financial statements. 1 Xponential Fitness, Inc. Condensed Consolidated S tatements of Operations (Unaudited) (amounts in thousands, except per share amounts) Three Months Ended March 31, 2024 2023 Revenue, net: Franchise revenue $ 41,754 $ 32,966 Equipment revenue 13,900 13,094 Merchandise revenue 8,173 7,164 Franchise marketing fund revenue 7,832 6,211 Other service revenue 7,862 11,255 Total revenue, net 79,521 70,690 Operating costs and expenses: Costs of product revenue 14,391 14,035 Costs of franchise and service revenue 5,121 4,032 Selling, general and administrative expenses (Note 10) 37,155 34,885 Depreciation and amortization 4,436 4,197 Marketing fund expense 6,515 5,006 Acquisition and transaction expenses 4,515 15,742 Total operating costs and expenses 72,133 77,897 Operating income (loss) 7,388 ( 7,207 ) Other (income) expense: Interest income ( 363 ) ( 636 ) Interest expense 11,545 7,977 Other expense 609 554 Total other expense 11,791 7,895 Loss before income taxes ( 4,403 ) ( 15,102 ) Income tax benefit ( 47 ) ( 123 ) Net loss ( 4,356 ) ( 14,979 ) Less: net loss attributable to noncontrolling interests ( 1,489 ) ( 4,996 ) Net loss attributable to Xponential Fitness, Inc. $ ( 2,867 ) $ ( 9,983 ) Net loss per share of Class A common stock: Basic $ ( 0.30 ) $ ( 1.38 ) Diluted $ ( 0.30 ) $ ( 1.38 ) Weighted average shares of Class A common stock outstanding: Basic 31,125 30,754 Diluted 31,125 30,754 See accompanying notes to condensed consolidated financial statements. 2 Xponential Fitness, Inc. Condensed Consolidated Statement s of Changes to Stockholders' Equity (Deficit) (Unaudited) (amounts in thousands) Class A Common Stock Class B Common Stock Treasury Stock Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Receivable from Shareholder Accumulated Deficit Noncontrolling interests Total Equity (Deficit) Balance at December 31, 2023 30,897 $ 3 16,566 $ 2 75 $ ( 1,697 ) $ 521,998 $ ( 15,426 ) $ ( 630,127 ) $ ( 77,547 ) $ ( 202,794 ) Equity-based compensation — — — — — — 3,252 — — 1 3,253 Net loss — — — — — — — — ( 2,867 ) ( 1,489 ) ( 4,356 ) Conversion of Class B shares to Class A shares 78 — ( 78 ) — — — ( 9,264 ) — — 9,264 — Vesting of restricted share units 607 — — — — — — — — — — Loan to shareholder and accumulated interest — — — — — — — ( 349 ) — — ( 349 ) Distributions paid to Pre-IPO LLC Members — — — — — — — — — ( 36 ) ( 36 ) Preferred stock dividend — — — — — — ( 1,863 ) — — — ( 1,863 ) Adjustment of preferred stock to redemption value — — — — — — ( 8,106 ) — — — ( 8,106 ) Balance at March 31, 2024 31,582 $ 3 16,488 $ 2 75 $ ( 1,697 ) $ 506,017 $ ( 15,775 ) $ ( 632,994 ) $ ( 69,807 ) $ ( 214,251 ) See accompanying notes to condensed consolidated financial statements. 3 Xponential Fitness, Inc. Condensed Consolidated Statements of Changes to Stockholders' Equity (Deficit) (Unaudited) (amounts in thousands) Class A Common Stock Class B Common Stock Treasury Stock Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Receivable from Shareholder Accumulated Deficit Noncontrolling interests Total Equity (Deficit) Balance at December 31, 2022 27,571 $ 3 21,647 $ 2 75 $ ( 1,697 ) $ 505,186 $ ( 16,369 ) $ ( 641,903 ) $ ( 53,284 ) $ ( 208,062 ) Equity-based compensation — — — — — — 5,598 — — 14 5,612 Net loss — — — — — — — — ( 9,983 ) ( 4,996 ) ( 14,979 ) Conversion of Class B shares to Class A shares 4,926 — ( 4,926 ) — — — ( 2,332 ) — — 2,332 — Preferred stock dividend — — — — — — ( 2,069 ) — — — ( 2,069 ) Adjustment of preferred stock to redemption value — — — — — — ( 62,660 ) — — — ( 62,660 ) Vesting of Class B Shares — — 10 — — — — — — — — Vesting of restricted share units, net of shares withheld for taxes 402 — — — — — ( 7,935 ) — — — ( 7,935 ) Deemed contribution from redemption of preferred stock — — — — — — — — 12,679 — 12,679 Liability-classified restricted stock units vested — — — — — — 2,250 — — — 2,250 Loan to shareholder and accumulated interest — — — — — — — ( 3,587 ) — — ( 3,587 ) Balance at March 31, 2023 32,899 $ 3 16,731 $ 2 75 $ ( 1,697 ) $ 438,038 $ ( 19,956 ) $ ( 639,207 ) $ ( 55,934 ) $ ( 278,751 ) See accompanying notes to condensed consolidated financial statements. 4 Xponential Fitness, Inc. Condensed Consolidated S tatements of Cash Flows (Unaudited) (amounts in thousands) Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 4,356 ) $ ( 14,979 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 4,436 4,197 Amortization and write off of debt issuance costs 72 283 Amortization and write off of discount on long-term debt 1,325 609 Change in contingent consideration from acquisitions 4,087 15,742 Non-cash lease expense 2,205 1,212 Bad debt expense (recovery) ( 8 ) ( 21 ) Equity-based compensation 3,942 6,056 Non-cash interest ( 318 ) ( 478 ) Gain on disposal of assets ( 2,905 ) — Changes in assets and liabilities, net of effect of acquisition: Accounts receivable 524 3,230 Inventories ( 546 ) ( 2,098 ) Prepaid expenses and other current assets 195 ( 3,083 ) Operating lease liabilities ( 1,657 ) ( 1,228 ) Deferred costs 283 138 Notes receivable, net 1 2 Accounts payable 4,782 2,794 Accrued expenses ( 2,320 ) 433 Other current liabilities 2,389 ( 1,800 ) Deferred revenue ( 6,003 ) 624 Other assets 92 ( 68 ) Other liabilities ( 3,525 ) ( 214 ) Net cash provided by operating activities 2,695 11,351 Cash flows from investing activities: Purchases of property and equipment ( 855 ) ( 2,127 ) Proceeds from sale of assets 346 — Purchase of intangible assets ( 509 ) ( 470 ) Notes receivable payments received 314 212 Acquisition of business ( 8,500 ) — Net cash used in investing activities ( 9,204 ) ( 2,385 ) Cash flows from financing activities: Borrowings from long-term debt 38,701 126,100 Payments on long-term debt ( 39,891 ) ( 1,065 ) Debt issuance costs ( 269 ) ( 115 ) Payment of preferred stock dividend ( 1,872 ) ( 1,320 ) Payments for taxes related to net share settlement of restricted share units — ( 7,935 ) Payments for redemption of preferred stock — ( 130,766 ) Payments for distributions to Pre-IPO LLC Members ( 36 ) — Loan to shareholder (Note 10) — ( 3,100 ) Net cash used in financing activities ( 3,367 ) ( 18,201 ) Decrease in cash, cash equivalents and restricted cash ( 9,876 ) ( 9,235 ) Cash, cash equivalents and restricted cash, beginning of period 37,094 37,370 Cash, cash equivalents and restricted cash, end of period $ 27,218 $ 28,135 See accompanying notes to condensed consolidated financial statements. 5 Xponential Fitness, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (amounts in thousands) Three Months Ended March 31, 2024 2023 Supplemental cash flow information: Interest paid $ 9,857 $ 7,036 Income taxes paid, net 60 550 Noncash investing and financing activity: Capital expenditures accrued $ 2,116 $ 1,169 Adjustment of convertible preferred stock to redemption value 8,106 62,660 Liability-classified restricted stock units vested — 2,250 Deemed contribution from redemption of convertible preferred stock — 12,679 Accrued tax withholding related to convertible preferred stock dividend 104 749 Contingent consideration upon acquisition 446 — Debt issuance costs paid-in-kind - long-term debt 4,059 — See accompanying notes to condensed consolidated financial statements. 6 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Note 1 – Nature of Business and Operations Xponential Fitness, Inc. (the “Company” or “XPO Inc.”), was formed as a Delaware corporation on January 14, 2020 for the purpose of facilitating an initial public offering (“IPO”) and entered into a series of transactions to implement an internal reorganization. Pursuant to a reorganization into a holding company structure, the Company is a holding company with its principal asset being an ownership interest in Xponential Fitness LLC (“XPO LLC”) through its ownership interest in Xponential Intermediate Holdings, LLC (“XPO Holdings”). XPO LLC was formed on August 11, 2017 as a Delaware limited liability company for the sole purpose of franchising fitness brands in several verticals within the boutique fitness industry. XPO LLC is a wholly owned subsidiary of XPO Holdings, which was formed on February 24, 2020, and prior to the IPO, ultimately, H&W Franchise Holdings, LLC (the “Parent”). Prior to the formation of XPO Holdings, the Company was a wholly owned subsidiary of H&W Franchise Intermediate Holdings, LLC (the “Member”). As of March 31, 2024 , the Company’s portfolio of ten brands consists of: “Club Pilates,” a Pilates facility franchisor; “CycleBar,” a premier indoor cycling franchise; “StretchLab,” a fitness concept offering one-on-one assisted stretching services; “Row House,” a rowing concept that provides an effective and efficient workout centered around the sport of rowing; “YogaSix,” a yoga concept that concentrates on connecting to one’s body in a way that is energizing; “AKT,” a dance-based cardio workout concept that combines toning, interval and circuit training; “Pure Barre,” a total body workout concept that uses the ballet barre to perform small isometric movements; “Rumble,” a boxing concept that offers boxing-inspired group fitness classes; “BFT,” a high-intensity interval training concept that combines functional, high-energy strength, cardio and conditioning-based classes, designed to achieve the unique health goals of its members; and “Lindora,” a provider of medically guided wellness and metabolic health solutions, which was acquired on January 2, 2024. The Company, through its boutique fitness brands, licenses its proprietary systems to franchisees who in turn operate studios to promote training and instruction programs to their club members within each vertical. Additionally, the Company, through its ownership of the Lindora brand, franchises clinics that provide medically guided wellness and metabolic health solutions to its members. In addition to franchised studios, the Company operated one and 87 company-owned transition studios as of March 31, 2024 and 2023, respectively. On February 13, 2024, the Company divested the Stride brand, including the intellectual property, franchise rights and franchise agreements for open studios. See Note 3 for additional information. In connection with the IPO, XPO Inc. entered into a series of transactions to implement an internal reorganization, (the “Reorganization Transactions”). The pre-IPO members of XPO Holdings (the “Pre-IPO LLC Members”) who retained their equity ownership in the form of limited liability company units (the “LLC Units”), immediately following the consummation of the Reorganization Transactions are referred to as “Continuing Pre-IPO LLC Members.” Because XPO Inc. manages and operates the business and controls the strategic decisions and day-to-day operations of XPO LLC through its ownership of XPO Holdings and because it also has a substantial financial interest in XPO LLC through its ownership of XPO Holdings, it consolidates the financial results of XPO LLC and XPO Holdings, and a portion of its net income (loss) is allocated to the noncontrolling interest to reflect the entitlement of the Continuing Pre-IPO LLC Members to a portion of XPO Holdings’ net income or loss. As the sole managing member of XPO LLC, the Company operates and controls all of the business and affairs of XPO LLC. The Company consolidates XPO LLC on its condensed consolidated financial statements and records a noncontrolling interest related to the Class B units held by the Class B stockholders on its condensed consolidated balance sheet and statement of operations. Basis of presentation – The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In the opinion of management, the Company has made all adjustments necessary to present fairly the condensed consolidated statements of operations, balance sheets, changes in stockholders' equity (deficit), and cash flows for the periods presented. Such adjustments are of a normal, recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”). Interim results of operations are not necessarily indicative of results of operations to be expected for a full year. 7 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) On January 2, 2024, the Company acquired Lindora Franchise, LLC, a Delaware limited liability company, the franchisor of the Lindora wellness brand (the “Lindora Franchisor” or “Lindora”), and has included the results of operations of Lindora in its condensed consolidated statements of operations from the acquisition date forward. See Note 3 for additional information. Principles of consolidation – The Company’s consolidated financial statements include the accounts of its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. Use of estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions. Note 2 – Summary of Significant Accounting Policies Segment and geographic information – The Company operates in one reportable and operating segment. The Company generated $ 3,051 and $ 2,980 of revenue outside of the United States during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023 , the Company did not have material assets located outside of the United States. Cash, cash equivalents and restricted cash – The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. The Company has marketing fund restricted cash, which can only be used for activities that promote the Company’s brands. In July 2022, the Company issued a $ 750 standby letter of credit to a third-party financing company, who provides loans to the Company's qualified franchisees. The standby letter of credit is contingent upon the failure of franchisees to perform according to the terms of underlying contracts with the third party. The Company deposited cash in a restricted account as collateral for the standby letter of credit. In addition, the Company, as a guarantor, is required to recognize, at inception of the guaranty, a liability for the fair value of the obligation undertaken in issuing the guarantee. See Note 16 for further discussion of such obligations guaranteed. The Company's restricted cash consists of marketing fund restricted cash and guarantee of standby letter of credit. Restricted cash was $ 10,511 and $ 9,333 at March 31, 2024 and December 31, 2023 , respectively. Accounts receivable and allowance for expected credit losses – Accounts receivable primarily consist of amounts due from franchisees and vendors. These receivables primarily relate to royalties, advertising contributions, equipment and product sales, training, vendor commissions and other miscellaneous charges. Receivables are unsecured; however, the franchise agreements provide the Company the right to withdraw funds from the franchisee’s bank account or to terminate the franchise for nonpayment. On a periodic basis, the Company evaluates its accounts receivable balance and establishes an allowance for expected credit losses based on a number of factors, including evidence of the franchisee’s ability to comply with credit terms, economic conditions and historical receivables. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s accounts and notes receivable are recorded at net realizable value, which includes an appropriate allowance for expected credit losses. The estimate of expected credit losses is based upon historical bad debts, current receivable balances, age of receivable balances, the customer’s financial condition and current economic trends, all of which are subject to change. Actual uncollected amounts have historically been consistent with the Company’s expectations. The Company’s payment terms on its receivables from franchisees are generally 30 days . 8 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) The following table provides a reconciliation of the activity related to the Company’s accounts receivable and notes receivable allowance for credit losses: Accounts receivable Notes receivable Total Balance at January 1, 2024 $ 1,135 $ 2,184 $ 3,319 Bad debt expense (recovery) recognized during the period ( 14 ) 6 ( 8 ) Write-off of uncollectible amounts ( 31 ) — ( 31 ) Balance at March 31, 2024 $ 1,090 $ 2,190 $ 3,280 Accrued expenses – Accrued expenses consisted of the following: March 31, December 31, 2024 2023 Accrued compensation $ 3,763 $ 4,798 Contingent consideration from acquisitions, current portion 1,850 1,564 Sales tax accruals 986 1,642 Legal accruals 1,731 1,343 Other accruals 4,404 4,741 Total accrued expenses $ 12,734 $ 14,088 Other current liabilities – Other current liabilities consisted of the following: March 31, December 31, 2024 2023 Lease liabilities, short-term $ 6,461 $ 9,109 Promissory note, current portion 3,406 3,345 Tax receivable agreement liability, current portion 2,892 2,892 Other current liabilities 6,650 4,320 Total other current liabilities $ 19,409 $ 19,666 Comprehensive income – The Company does not have any components of other comprehensive income recorded within the consolidated financial statements and therefore does not separately present a consolidated statement of comprehensive income in the condensed consolidated financial statements. Fair value measurements – Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures , applies to all financial assets and financial liabilities that are measured and reported on a fair value basis and requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. ASC Topic 820 establishes a valuation hierarchy for disclosures of the inputs to valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates and yield curves), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 – Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data. 9 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) The Company’s financial instruments include cash, restricted cash, accounts receivable, notes receivable, accounts payable, accrued expenses and notes payable. The carrying amounts of these financial instruments approximate fair value due to their short maturities, proximity of issuance to the balance sheet date or variable interest rate. Redeemable convertible preferred stock – T he redeemable convertible preferred stock (the “Convertible Preferred”) becomes redeemable at the option of the holder as of a specific date unless an event that is not probable of occurring happens before that date. Therefore, the Company determined that it is probable that the Convertible Preferred will become redeemable based on the passage of time. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. Noncontrolling interests – Noncontrolling interests represent the economic interests of XPO LLC held by Class B common stockholders. Income or loss is attributed to the noncontrolling interests based on the weighted average LLC interests outstanding during the period. The noncontrolling interests' ownership percentage can fluctuate over time as the Class B common stockholders may elect to exchange their shares of Class B common stock for Class A common stock. Earnings (loss) per share – Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to Class A common stockholders by the number of weighted-average shares of Class A common stock outstanding for the period. Shares of Class B common stock do not share in the earnings of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings (loss) per share of Class B common stock under the two-class method has not been presented. Diluted earnings per share adjusts the basic e arnings per share calculation for the potential dilutive impact of common shares such as equity awards using the treasury-stock method. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. Shares of Class B common stock are considered potentially dilutive shares of Class A common stock; however, in loss periods related amounts are excluded from the computation of diluted earnings per share of Class A common stock because the effect would be anti-dilutive under the if-converted and two-class methods. For further discussion, see Note 15. Income taxes – The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities (“DTAs” and “DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If the Company determines that it would be able to realize DTAs in the future in excess of the net recorded amount, an adjustment to the DTA valuation allowance would be made, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC Topic 740 on the basis of a two-step process in which the Company a) determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and b) for those tax positions that meet the more-likely-than-not recognition threshold, recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company does not have any uncertain tax positions. The Company recognizes potential interest and penalties, if any, related to income tax matters in income tax expense. Recently issued accounting pronouncements – The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company, the JOBS Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to use this extended transition period. 10 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Segment Reporting – In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. Income Taxes Disclosures – In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. Profit Interest Awards – In March 2024, the FASB issued ASU No. 2024-01, “Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards.” ASU 2024-01 clarifies how an entity determines whether a profits interest or similar award is within the scope of ASC 718 or not a share-based payment arrangement and therefore within the scope of other guidance. ASU 2024-01 is effective for public entities for fiscal years beginning after December 15, 2024, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. Note 3 – Acquisitions and Dispositions The Company completed the following acquisitions and dispositions which contain Level 3 fair value measurements related to the recognition of goodwill and intangibles. Studios On June 5, 2023 , the Company entered into an Asset Purchase Agreement to purchase 14 studios to operate as company-owned transition studios from the original founder sellers of the Rumble brand, which was acquired by the Company in 2021 (the “ Rumble Sellers”) and were franchisees and shareholders of the Company. This acquisition was expected to enhance the operational performance of the 14 Rumble studios as the Company prepares them to be licensed to new franchisees. The transaction was accounted for as a business combination using the acquisition method of accounting, which requires the assets acquired to be recorded at their respective fair value as of the date of the transaction. The Company also entered into a mutual termination agreement with the Rumble Sellers to terminate their existing franchise agreements, resulting in cash received and a gain of $ 3,500 , which is included within selling, general and administrative expenses. Under the Asset Purchase Agreement, consideration for the acquisition included $ 1 , which was recorded as a reduction to receivable from shareholder. The Company also agreed to assume liabilities aggregating $ 1,450 , which is expected to be reimbursed to the Company upon the sale of XPO Inc. common stock owned by the Rumble Sellers . In connection with the transaction, the Company wrote down intangible assets related to franchise agreements, net of reacquired franchise rights, in the amount of $ 7,238 . The Company determined the estimated fair values assigned to assets acquired and liabilities assumed after review and consideration of relevant information as of the acquisition date. The fair values are based on management's estimates and assumptions, which include Level 3 unobservable inputs, and are determined using generally accepted valuation techniques. 11 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) The following summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation: Amount Accounts receivable $ 154 Inventories 98 Property and equipment 1,113 Right-of-use assets 42,016 Goodwill 4,133 Deferred revenue ( 3,269 ) Lease liabilities ( 44,244 ) Reduction to receivable from shareholder $ 1 The resulting goodwill is primarily attributable to synergies from the integration of studios, increased expansion for market opportunities and the expansion of studio membership and is expected to be tax deductible. The fair value of the property and equipment was based on the replacement cost method. The fair value of the right of use assets was determined using the income approach. The deferred revenue represents prepaid classes and class packages. The Company will recognize revenue over time as the members attend and utilize the classes. The fair value of the reacquired franchise rights after termination of the existing franchise agreements was based on the excess earnings method and is considered to have an eight-year life. The acquisition was not material to the results of operations of the Company. During the year ended December 31, 2023, the Company entered into an agreement with a franchisee under which the Company repurchas ed one studio t o operate as a company-owned transition studio. The purchase price for the acquisition was $ 164 , less $ 8 of net deferred revenue and deferred costs resulting in total purchase consideration of $ 156 . The following summarizes the aggregate fair values of the assets acquired and liabilities assumed: Amount Property and equipment $ 19 Reacquired franchise rights 137 Total purchase price $ 156 The fair value of reacquired franchise rights was based on the excess earnings method and is considered to have an approximate six-year life. The acquisition was not material to the results of operations of the Company. During the three months ended March 31, 2024 and 2023, the Company refranchised operations at ten and three company-owned transition studios, respectively, received no proceeds in either period, and recorded a net loss of $ 122 and $ 0 on disposal of the studio assets, respectively. During the three months ended March 31, 2024 and 2023, the Company also ceased operations at 11 and 0 company-owned transition studios, respectively. The Company refranchised or closed company-owned transition studios under its restructuring plan that started in the third quarter of 2023. See Note 17 for further discussion of the Company's restructuring plan. On December 31, 2023, the Company entered into agreements to sell six Rumble company-owned transition studios (the “Rumble Held for Sale Studios”). These agreements triggered the reclassification of Rumble Held for Sale Studios to assets held for sale. Based on the expected net sales proceeds the Company determined the Rumble Held for Sale Studios to be fully impaired and recognized an impairment of $ 2,190 , within impairment of goodwill and other assets, for studio assets during the year ended December 31, 2023, consisting of property and equipment of $ 985 and reacquired franchise assets of $ 1,205 . The sale was completed during the three months ended March 31, 2024. When the Company believes that a studio will be refranchised for a price less than its carrying value but does not believe the studio has met the criteria to be classified as held for sale, the Company reviews the studio for impairment. The Company evaluates the recoverability of the studio assets by comparing estimated sales proceeds plus holding period cash flows, if any, to the carrying value of the studio. For studio assets that are not deemed to be recoverable, the Company recognizes impairment for any excess of carrying value over the fair value of the studios, which is based on the expected net sales proceeds. During the three months ended March 31, 2024 and 2023 , the Company did no t record any impairment charges related to studio assets. 12 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Xponential Procurement Services Acquisition On December 29, 2023 , the Company entered into a Membership Interest Purchase Agreement whereby the Company acquired 100 % of the membership rights in Xponential Procurement Services, LLC ( “XPS” ) from the XPS seller. The aggregate purchase consideration for the acquisition was $ 9,930 . The purchase price consisted of cash consideration of $ 3,467 and a promissory note with a fair value of $ 6,463 payable in two equal installments due on July 1, 2024 and July 1, 2025. The current portion of the promissory note is included in other current liabilities and the non-current portion is included in other liabilities in the Company’s condensed consolidated balance sheets. XPS specializes in the custom manufacturing of display cases, engraved wood signs, point of sale displays, custom acrylic panels, and other products. The acquisition contributes to the Company’s vertical integration of its product offerings to its franchisees. The transaction was accounted for as a business combination using the acquisition method of accounting, which requires the assets acquired to be recorded at their respective fair value as of the date of the transaction. The Company determined the estimated fair values after review and consideration of relevant information as of the acquisition date, including discounted cash flows, quoted market prices and estimates made by management. The fair values assigned to tangible and intangible assets acquired are based on management's estimates and assumptions. The acquisition was not material to the results of operations of the Company. The following summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation: Amount Inventory $ 237 Property and equipment 10 Goodwill 8,507 Intellectual property 671 Other intangible assets 560 Total assets acquired 9,985 Accounts payable and accrued expenses 55 Net assets acquired $ 9,930 The goodwill recognized in this acquisition was attributable to the synergies that the Company expects to achieve. Goodwill and intangible assets recognized from this acquisition are expected to be tax deductible. Lindora Acquisition On December 1, 2023 , the Company entered into an agreement to acquire Lindora Franchise, LLC, a Delaware limited liability company, the franchisor of the “Lindora” wellness brand (the “Lindora Franchisor”), for cash consideration of $ 8,500 . The transaction also includes up to $ 1,000 of contingent consideration which is subject to the achievement of certain milestones. Payment of additional consideration is contingent on Lindora reaching two milestones based on a certain gross sales target and the number of operating clinics during the 15-month and 24-month period following the acquisition date, respectively. At the acquisition date, the Company determined that the fair value of the estimated contingent consideration liability was $ 446 . The Lindora Franchisor was a subsidiary of Lindora Wellness, Inc. (“Lindora Wellness”). Lindora Wellness has owned and operated each of the Lindora Clinics in California for at least 25 years and currently owns and operates 30 Lindora Clinics in California and a single Lindora Clinic in the state of Washington. Immediately prior to the execution of the purchase agreement on December 1, 2023, Lindora Wellness signed 31 franchise agreements with the Lindora Franchisor pursuant to which Lindora Wellness will continue to operate its Lindora Clinics as a franchisee of the Lindora Franchisor. The acquisition of the Lindora Franchisor was completed on January 2, 2024. The acquisition of Lindora complements the Company's existing brands and will help the Company deliver on consumers’ increasing demand for a holistic approach to health. 13 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) The transaction was accounted for as a business combination using the acquisition method of accounting, which requires the assets acquired to be recorded at their respective fair value as of the date of the transaction. The Company determined the estimated fair values after review and consideration of relevant information as of the acquisition date, including discounted cash flows, quoted market prices and estimates made by management. The fair values assigned to intangible assets acquired are based on management's estimates and assumptions. The acquisition was not material to the results of operations of the Company. The following summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation: Amount Trademarks $ 2,700 Franchise Agreements 3,900 Goodwill 2,346 Total assets acquired $ 8,946 The goodwill recognized in this acquisition was attributable to the synergies that the Company expects to achieve. The fair values, which are Level 3 measurements, of the recognizable intangible assets are comprised of trademarks and franchise agreements. The fair value of the trademarks was estimated by the relief from royalty method and are considered to have an eleven-year life. The fair value of the franchise agreements was based on the excess earnings method and are considered to have a ten-year life. Inputs used in the methodologies primarily included sales forecasts, projected future cash flows, royalty rate and discount rate commensurate with the risk involved. Goodwill and intangible assets recognized from this acquisition are expected to be tax deductible. During the three months ended March 31, 2024 and 2023 , the Company incurred $ 428 and $ 0 , respectively, of transaction costs related to acquisitions, which is included in acquisition and transaction expenses in the condensed consolidated statements of operations. Pro forma financial information and revenue from the date of acquisition have not been provided for these acquisitions as they are not material either individually or in the aggregate. Divestiture of Stride brand On February 13, 2024, the Company entered into an asset purchase agreement with a buyer, pursuant to which the Company divested the Stride brand, including the intellectual property, franchise rights and franchise agreements for open studios. The buyer of the Stride brand is a member of management and shareholder of the Company. The Company received no consideration from the divestiture of the Stride brand and will assist the buyer with transition support including cash payments of approximately $ 265 payable over the 12-month period following divestiture. The divestiture allows the Company to better focus and utilize its resources on its other brands. The Company recognized a loss on divestiture of $ 279 , which was included within selling, general and administration expenses in the condensed consolidated statements of operations. The divested brand did not represent a strategic shift that has a major effect on the Company's operations and financial results, and, as such, it was not presented as discontinued operations. Note 4 – Contract Liabilities and Costs from Contracts with Customers Contract liabilities – Contract liabilities consist of deferred revenue resulting from franchise fees, development fees and master franchise fees paid by franchisees, which are recognized over time on a straight-line basis over the franchise agreement term. The Company also receives upfront payments from vendors under agreements that give the vendors access to franchisees’ members to provide certain services to the members (“brand fees”). Revenue from the upfront payments is recognized on a straight-line basis over the agreement term and is reported in other service revenue. Also included in the deferred revenue balance are non-refundable prepayments for merchandise and equipment, as well as revenues for training, service revenue and on-demand fees for which the associated products or services have not yet been provided to the customer. The Company classifies these contract liabilities as either current deferred revenue or non-current deferred revenue in the condensed consolidated balance sheets based on the anticipated timing of delivery. The following table reflects the change in franchise development and brand fee contract liabilities for the three months ended March 31, 2024 . Other deferred revenue amounts of $ 18,472 are excluded from the table as the original expected duration of the contracts is one year or less. 14 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Franchise development fees Brand fees Total Balance at December 31, 2023 $ 127,162 $ 2,540 $ 129,702 Revenue recognized that was included in deferred revenue at the beginning of the year ( 6,922 ) ( 794 ) ( 7,716 ) Increase, excluding amounts recognized as revenue during the period 5,462 56 5,518 Balance at March 31, 2024 $ 125,702 $ 1,802 $ 127,504 The following table illustrates estimated revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of March 31, 2024. The expected future recognition period for deferred franchise development fees related to unopened studios is based on management’s best estimate of the beginning of the franchise license term for those studios. The Company elected to not disclose short term contracts, sales and usage-based royalties, marketing fees and any other variable consideration recognized on an “as invoiced” basis. Contract liabilities to be recognized in revenue in Franchise development fees Brand fees Total Remainder of 2024 $ 7,897 $ 974 $ 8,871 2025 10,584 414 10,998 2026 11,415 414 11,829 2027 12,667 — 12,667 2028 12,819 — 12,819 Thereafter 70,320 — 70,320 $ 125,702 $ 1,802 $ 127,504 The following table reflects the components of deferred revenue: March 31, December 31, 2024 2023 Franchise and area development fees $ 125,702 $ 127,162 Brand fees 1,802 2,540 Equipment and other 18,472 22,277 Total deferred revenue 145,976 151,979 Non-current portion of deferred revenue 115,866 117,305 Current portion of deferred revenue $ 30,110 $ 34,674 Contract costs – Contract costs consist of deferred commissions resulting from franchise and area development sales by third-party and affiliate brokers and sales personnel. The total commission is deferred at the point of a franchise sale. The commissions are evenly split among the number of studios purchased under the development agreement and begin to be amortized when a subsequent franchise agreement is executed. The commissions are recognized on a straight-line basis over the initial ten-year franchise agreement term to align with the recognition of the franchise agreement or area development fees. The Company classifies these deferred contract costs as either current deferred costs or non-current deferred costs in the condensed consolidated balance sheets. The associated expense is classified within costs of franchise and service revenue in the condensed consolidated statements of operations. At March 31, 2024 and December 31, 2023 , there were approximately $ 4,127 and $ 4,126 of current deferred costs and approximately $ 45,243 and $ 46,221 in non-current deferred costs, respectively. The Company recognized franchise sales commission expense of approximately $ 2,845 and $ 2,035 for the three months ended March 31, 2024 and 2023, respectively. 15 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Note 5 – Notes Receivable The Company previously provided unsecured advances or extended financing related to the purchase of the Company’s equipment or franchise fees to various franchisees. These arrangements have terms of up to 18 months with interest typically based on LIBOR plus 700 basis points with an initial interest free period. The Company accrues the interest as an addition to the principal balance as the interest is earned. Activity related to these arrangements is presented within operating activities in the condensed consolidated statements of cash flows. The Company has also provided loans for the establishment of new or transferred franchise studios to various franchisees. These loans have terms of up to ten years and bear interest at a stated fixed rate ranging from 0 % to 15 % or variable rates based on LIBOR plus a specified margin . The Company accrues interest as an addition to the principal balance as the interest is earned. Activity related to these loans is presented within investing activities in the condensed consolidated statements of cash flows. At March 31, 2024 and December 31, 2023, the principal balance of the notes receivable was approximately $ 2,902 and $ 3,189 , respectively. The Company evaluates loans for collectability upon issuance of the loan and records interest only if the loan is deemed collectable. To the extent a loan becomes past due, the Company ceases the recording of interest in the period that a reserve on the loan is established. On a periodic basis, the Company evaluates its notes receivable balance and establishes an allowance for doubtful accounts, based on a number of factors, including evidence of the franchisee’s ability to comply with the terms of the notes, economic conditions and historical collections. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Note 6 – Property and Equipment Property and equipment consisted of the following: March 31, December 31, 2024 2023 Furniture and equipment $ 4,074 $ 4,258 Computers and software 22,844 20,231 Vehicles 635 635 Leasehold improvements 7,020 7,434 Construction in progress 1,672 2,505 Less: accumulated depreciation ( 16,809 ) ( 15,561 ) Total property and equipment $ 19,436 $ 19,502 Depreciation expense for the three months ended March 31, 2024 and 2023, was $ 1,488 and $ 1,242 , respectively. Note 7 – Goodwill and Intangible Assets Goodwill represents the excess of cost over the fair value of identifiable net assets acquired related to the original purchase of the various franchise businesses and acquisition of company-owned transition studios. Goodwill is not amortized but is tested annually for impairment or more frequently if indicators of potential impairment exist. During the three months ended March 31, 2024 , there was an increase of $ 2,346 in previously reported goodwill due to the acquisition of Lindora as discussed in Note 3. The carrying value of goodwill at March 31, 2024 and December 31, 2023 , totaled $ 173,947 and $ 171,601 , respectively. Cumulative goodwill impairment was $ 10,113 at March 31, 2024 and December 31, 2023. 16 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Intangible assets consisted of the following: March 31, 2024 December 31, 2023 Amortization period (years) Gross amount Accumulated amortization Net amount Gross amount Accumulated amortization Net amount Trademarks 10 $ 23,410 $ ( 5,072 ) $ 18,338 $ 20,710 $ ( 4,487 ) $ 16,223 Franchise agreements 7.5 – 10 61,600 ( 31,834 ) 29,766 57,700 ( 29,990 ) 27,710 Reacquired franchise rights 6.2 — — — 137 ( 13 ) 124 Intellectual property 5 671 ( 34 ) 637 671 — 671 Web design and domain 3 – 10 430 ( 335 ) 95 430 ( 307 ) 123 Deferred video production costs 3 6,111 ( 3,966 ) 2,145 5,829 ( 3,698 ) 2,131 Other intangible assets 1 560 ( 43 ) 517 560 — 560 Total definite-lived intangible assets 92,782 ( 41,284 ) 51,498 86,037 ( 38,495 ) 47,542 Indefinite-lived intangible assets: Trademarks N/A 72,607 — 72,607 72,607 — 72,607 Total intangible assets $ 165,389 $ ( 41,284 ) $ 124,105 $ 158,644 $ ( 38,495 ) $ 120,149 Amortization expense was $ 2,948 and $ 2,955 , for the three months ended March 31, 2024 and 2023, respectively. The anticipated future amortization expense of intangible assets is as follows: Amount Remainder of 2024 $ 8,982 2025 10,566 2026 7,419 2027 5,916 2028 5,750 Thereafter 12,865 Total $ 51,498 Note 8 – Debt On April 19, 2021, the Company entered into a Financing Agreement with Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto (the “Credit Agreement”), which consists of a $ 212,000 senior secured term loan facility (the “Term Loan Facility”, and the loans thereunder, each a “Term Loan” and, together, the “Term Loans”). The Company’s obligations under the Credit Agreement are guaranteed by XPO Holdings and certain of the Company’s material subsidiaries and are secured by substantially all of the assets of XPO Holdings and certain of the Company’s material subsidiaries. Under the Credit Agreement, the Company is required to make: (i) monthly payments of interest on the Term Loans and (ii) quarterly principal payments equal to 0.25 % of the original principal amount of the Term Loans. Borrowings under the Term Loan Facility bear interest at a per annum rate of, at the Company’s option, either (a) the term secured overnight financing rate (“Term SOFR”) plus a Term SOFR Adjustment (as defined in the Credit Agreement per the fifth amendment), plus a margin of 6.50 % or (b) the Reference Rate (as defined in the Credit Agreement) plus a margin of 5.50 % ( 12.09 % at March 31, 2024). The Credit Agreement also contains mandatory prepayments of the Term Loans with: (i) 50 % of XPO Holdings’ and its subsidiaries’ Excess Cash Flow (as defined in the Credit Agreement), subject to certain exceptions; (ii) 100 % of the net proceeds of certain asset sales and insurance/condemnation events, subject to reinvestment rights and certain other exceptions; (iii) 100 % of the net proceeds of certain extraordinary receipts, subject to reinvestment rights and certain other exceptions; (iv) 100 % of the net proceeds of any incurrence of debt, excluding certain permitted debt issuances; and (v) up to $ 60,000 of net proceeds in connection with an initial public offering of at least $ 200,000 , subject to certain exceptions. 17 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Unless agreed in advance, a ll voluntary prepayments and certain mandatory prepayments of the Term Loan made (i) on or prior to the first anniversary of the closing date are subject to a 2.0 % premium on the principal amount of such prepayment and (ii) after the first anniversary of the closing date and on or prior to the second anniversary of the closing date are subject to a 0.50 % premium on the principal amount of such prepayment. Otherwise, the Term Loans may be paid without premium or penalty, other than customary breakage costs with respect to SOFR Term Loans. The Credit Agreement contains customary affirmative and negative covenants, including, among other things: (i) to maintain certain total leverage ratios, liquidity levels and EBITDA levels; (ii) to use the proceeds of borrowings only for certain specified purposes; (iii) to refrain from entering into certain agreements outside of the ordinary course of business, including with respect to consolidation or mergers; (iv) restricting further indebtedness or liens; (v) restricting certain transactions with affiliates; (vi) restricting investments; (vii) restricting prepayments of subordinated indebtedness; (viii) restricting certain payments, including certain payments to affiliates or equity holders and distributions to equity holders; and (ix) restricting the issuance of equity. As of March 31, 2024, the Company was in compliance with these covenants. The Credit Agreement also contains customary events of default, which could result in acceleration of amounts due under the Credit Agreement. Such events of default include, subject to the grace periods specified therein, failure to pay principal or interest when due, failure to satisfy or comply with covenants, a change of control, the imposition of certain judgments and the invalidation of liens the Company has granted. On January 9, 2023, the Company entered into a fourth amendment (the “Fourth Amendment”) to the Credit Agreement. In connection with the Fourth Amendment, the Company wrote off a pro rata portion of debt issuance costs related to the Term Loans aggregating $ 265 , which was included in interest expense for the three months ended March 31, 2023. On February 13, 2024, the Company entered into a sixth amendment (the “Sixth Amendment”) to the Credit Agreement. The Sixth Amendment provides for, among other things, additional term loans in an aggregate principal amount of approximately $ 38,701 , with an original issue discount of $ 4,059 , (the “Sixth Amendment Incremental Term Loans”), the original issue discount was paid-in-kind by increasing the principal amount of the Credit Agreement. The proceeds of the Sixth Amendment were used to repay an aggregate of $ 38,701 in existing term loans under the Credit Agreement and for the payment of fees, costs and expenses related to the making of the Sixth Amendment Incremental Term Loans. The Sixth Amendment, among other things, also (i) increased the amount of the quarterly principal payments of the loans provided pursuant to the Credit Agreement (including the Sixth Amendment Incremental Term Loans) commencing on June 30, 2024 to $ 1,287 and (ii) extended the maturity date for all outstanding term loans under the Credit Agreement to March 15, 2026. In connection with the Sixth Amendment, the Company wrote off a pro rata portion of debt issuance costs related to the Term Loans of $ 23 and wrote off original issue discount of $ 452 related to the repayment of a portion of the Term Loans, which were included in interest expense for the three months ended March 31, 2024. The Company incurred debt issuance costs of $ 269 and $ 115 for the three months ended March 31, 2024 and 2023, respectively. Debt issuance cost amortization and write off amounted to $ 72 and $ 283 for the three months ended March 31, 2024 and 2023, respectively. Unamortized debt issuance costs as of March 31, 2024 and December 31, 2023 , were $ 415 and $ 218 , respectively, and are presented as a reduction to long-term debt in the condensed consolidated balance sheets. Unamortized original issue discount as of March 31, 2024 and December 31, 2023 , was $ 7,013 and $ 4,279 , respectively, and is presented as a reduction to long-term debt in the condensed consolidated balance sheets. Principal payments on outstanding balances of long-term debt as of March 31, 2024 were as follows: Amount Remainder of 2024 $ 3,860 2025 5,147 2026 322,380 Total $ 331,387 18 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) The carrying value of the Company’s long-term debt approximated fair value as of March 31, 2024 and December 31, 2023 , due to the variable interest rate, which is a Level 2 input, or proximity of debt issuance date to the balance sheet date. Note 9 – Leases The Company leases office space, company-owned transition studios, warehouse, training centers and a video recording studio. Certain real estate leases include one or more options to renew. The exercise of lease renewal options is at the Company's sole discretion. When deemed reasonably certain of exercise, the renewal options are included in the determination of the lease term and lease payment obligation, respectively. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the rate implicit in the lease contract in determining the present value of lease payments. If the implicit rate is not provided, the Company uses its incremental borrowing rate based on information available at the lease commencement date, including the lease term. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company lease terms may include options to extend or terminate the lease. Currently, it is not reasonably certain that the Company will exercise those options and therefore, the Company utilized the initial, noncancelable, lease term to calculate the lease assets and corresponding liabilities for all leases. The Company has certain insignificant short-term leases with an initial term of twelve months or less that are not recorded in the condensed consolidated balance sheets. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company applied the practical expedient as an accounting policy for classes of underlying assets that have fixed payments for non-lease components, to not separate non-lease components from lease components and instead to account for them together as a single lease component, which increases the amount of lease assets and corresponding liabilities. ROU assets from operating leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment , and are reviewed for impairment when indicators of impairment are present. ASC 360 requires three steps to identify, recognize and measure impairment. If indicators of impairment are present (Step 1), the Company performs a recoverability test (Step 2) comparing the sum of the estimated undiscounted cash flows attributable to the ROU asset in question to the carrying amount. If the undiscounted cash flows used in the recoverability test are less than the carrying amount, the Company estimates the fair value of the ROU asset and recognizes an impairment loss when the carrying amount exceeds the estimated fair value (Step 3). When determining the fair value of the ROU asset, the Company estimated what market participants would pay to lease the assets assuming the highest and best use in the assets' current forms. There were no ROU asset impairment charges during the three months ended March 31, 2024 and 2023. Supplemental balance sheet information related to leases are summarized as follows: Operating leases Balance Sheet Location March 31, 2024 December 31, 2023 ROU assets, net Right-of-use assets $ 55,623 $ 71,413 Lease liabilities, short-term Other current liabilities $ 6,461 $ 9,109 Lease liabilities, long-term Lease liability $ 54,258 $ 70,141 Components of lease expense during the three months ended March 31, 2024 and 2023, are summarized as follows: For the three months ended March 31, 2024 2023 Operating lease costs $ 3,774 $ 2,150 Variable lease costs 173 347 Total $ 3,947 $ 2,497 19 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Supplemental cash flow information related to operating leases during the three months ended March 31, 2024 and 2023, are summarized as follows: Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 1,741 $ 1,963 Lease liabilities arising from new ROU assets $ — $ 11,621 Other information related to leases is summarized as follows: March 31, 2024 December 31, 2023 Weighted average remaining lease term (years) 6.7 6.7 Weighted average discount rate 9.5 % 8.4 % Maturities of lease liabilities as of March 31, 2024 are summarized as follows: Amount Remainder of 2024 $ 10,956 2025 13,224 2026 13,045 2027 12,453 2028 10,355 Thereafter 23,661 Total future lease payments 83,694 Less: imputed interest 22,975 Total $ 60,719 Note 10 – Related Party Transactions The Company had numerous transactions with the pre-IPO Member and pre-IPO Parent and its affiliates. The significant related party transactions consisted of borrowings from and payments to the Member and other related parties that were under common control of the Parent. In March 2021, the Company recorded a distribution to the Parent of $ 10,600 , which the Parent used to fund a note payable under a debt financing obligation in connection with the acquisition of Rumble. The Company earned interest at the rate of 11 % per annum on the receivable from the Parent. In connection with the Reorganization Transactions, the Parent merged with and into the Member. XPO Inc. recorded $ 10,600 receivable from shareholder, as the Rumble Seller is a shareholder of XPO Inc., for the debt financing provided to the Rumble Seller. In July 2022, the Company entered into a settlement agreement with the Rumble Sellers to resolve disputes related to the acquisition and related agreements. Under the terms of the settlement, the Company prospectively reduced the interest rate on the debt financing provided to the Rumble Sellers from 11 % per annum to 7.5 % per annum if payment is in cash or 10 % per annum if payment is in payment in kind and extended the maturity date of the debt financing. In 2023 and 2022, the Rumble Sellers borrowed an additional $ 4,400 and $ 5,050 , respectively, under the debt financing agreement which was recorded as receivable from shareholder within equity. During the three months ended March 31, 2024 and 2023, the Company recorded $ 349 and $ 487 of interest in kind, respectively, which was recorded as an increase to receivable from shareholder within equity. 20 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) In December 2022, the Company entered into an agreement with the former owner of Row House, pursuant to which contingent consideration relating to the 2017 acquisition of Row House was settled in exchange for the issuance of 105 restricted stock units (“RSUs”), which vest in full on the fourth anniversary of the grant date. As a result of the agreement, the Company recorded a reduction to the contingent consideration liability of $ 1,220 with an offsetting increase in additional paid-in capital and reclassified the former owner's outstanding note receivable of $ 1,834 to additional paid-in capital. In addition, pursuant to the agreement, the Company issued a four-year multi-tranche term loan with an option to borrow up to $ 20 per month in the aggregate principal amount of $ 960 bearing interest of 8.5 % per annum, which was recorded as a liability and offsetting reduction in additional paid-in capital. The outstanding receivable from shareholder and the multi-tranche term loan are collateralized by 75 shares of Class B common stock held by the former owner, which were reclassified to treasury stock, and by the 105 RSUs. As of March 31, 2024 , the former owner of Row House borrowed $ 360 , which was recorded as a reduction to liability. In March 2023, Spartan Fitness Holdings, LLC (“Spartan Fitness”), which currently owns and operates 85 Club Pilates studios, entered into a unit purchase agreement with Snapdragon Spartan Investco LP (the “Spartan SPV”), a special purpose vehicle controlled and managed by a member of the Company’s board of directors, pursuant to which Spartan SPV agreed to invest in the equity of Spartan Fitness. In addition, the same member of the Company’s board of directors also invested as a limited partner in the Spartan SPV. Spartan Fitness intends to use the investment from Spartan SPV to fund expansion of Club Pilates studios, among other concepts. Spartan Fitness also owns the rights to 87 Club Pilates licenses to open additional new units. The Company recorded franchise, equipment and marketing fund revenue aggregating $ 2,104 and $ 1,232 , during the three months ended March 31, 2024 and 2023, respectively, from studios owned by Spartan Fitness. The Company earns revenues and has accounts receivable from a franchisee who is also a member of senior management of the Company. Revenues from this affiliate, primarily related to franchise revenue, marketing fund revenue and merchandise revenue, were $ 68 and $ 136 for the three months ended March 31, 2024 and 2023, respectively. Included in accounts receivable as of March 31, 2024 and December 31, 2023, is $ 3 and $ 2 , respectively, for such sales. The Company provided $ 239 of studio support during the three months ended March 31, 2024 to this franchisee. In August 2023, the Company received payments from an officer and a director of the Company totaling $ 516 related to disgorgement of short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended. The Company recognized these proceeds as a capital contribution from stockholders and the amounts were recorded as increases to additional paid-in capital on the condensed consolidated balance sheets. Note 11 – Redeemable Convertible Preferred Stock On July 23, 2021, the Company issued and sold in a private placement 200 newly issued shares of Series A-1 Convertible Preferred Stock, par value $ 0.0001 per share (the “Convertible Preferred”), for aggregate cash proceeds of $ 200,000 , before deduction for offering costs. Holders of shares of Convertible Preferred are entitled to quarterly coupon payments at the rate of 6.50 % of the fixed liquidation preference per share, initially $ 1,000 per share. In the event the quarterly preferential coupon is not paid in cash, the fixed liquidation preference automatically increases at the Paid-in-Kind rate of 7.50 %. The Convertible Preferred has an initial conversion price equal to $ 14.40 per share, is mandatorily convertible in certain circumstances, and is redeemable at the option of the holder beginning on the date that is eight years from the IPO or upon change of control. At issuance, the Company assessed the Convertible Preferred for any embedded derivatives. The Company determined that the Convertible Preferred represented an equity host under ASC Topic 815, Derivatives and Hedging . The Company’s analysis was based on consideration of all stated and implied substantive terms and features of the hybrid financial instrument and weighing those terms and features on the basis of the relevant facts and circumstances. Certain embedded features in the Convertible Preferred require bifurcation. However, the fair value of such embedded features was immaterial upon issuance and as of March 31, 2024. The Convertible Preferred ranks senior to the Company’s common stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution and winding up. It is entitled to receive any dividends or distributions paid in respect of the common stock on an as-converted basis and has no stated maturity and will remain outstanding indefinitely unless converted into common stock or repurchased by the Company. Series A preferred stock will vote on an as-converted basis with the Class A and Class B common stock and will have certain rights to appoint additional directors, including up to a majority of the Company’s board of directors, under certain limited circumstances relating to an event of default or the Company’s failure to repay amounts due to the Convertible Preferred holders upon a redemption. Shares of Series A-1 preferred stock are non-voting; however, any shares of Series A-1 preferred stock issued to any of the lenders party to the Credit Agreement will convert on a one-to-one basis to shares of Series A preferred stock when permitted under relevant antitrust restrictions. 21 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) At any time after July 23, 2029, upon a sale of the Company, or at any time after the occurrence and continuance of an event of default, holders of the Convertible Preferred have the right to require the Company to redeem all, but not less than all, of the Preferred shares then outstanding at a redemption price in cash equal to the greater of (i) the fair market value per share of Preferred Stock (based on the average volume-weighted average price per share of Class A common stock for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the redemption notice), and (ii) the fixed liquidation preference, plus accrued and unpaid dividends. The Convertible Preferred is recorded as mezzanine equity (temporary equity) on the condensed consolidated balance sheets because it is not mandatorily redeemable but does contain a redemption feature at the option of the Preferred holders that is considered not solely within the Company’s control. On January 9, 2023, pursuant to a preferred stock repurchase agreement (the “Repurchase Agreement”) between the Company and certain holders of the Convertible Preferred, the Company repurchased 85 shares of Convertible Preferred for an aggregate payment of $ 130,766 . The excess of fair market value of $ 12,679 over the consideration transferred was treated as deemed contribution and resulted in a decrease to accumulated deficit and was included in the calculation of earnings (loss) per share. At March 31, 2024 and December 31, 2023, the Company recognized the preferred maximum redemption value of $ 122,766 and $ 114,660 , respectively, which is the maximum redemption value on the earliest redemption date based on fair market value per share of Convertible Preferred (based on the average volume-weighted average price per share of Class A common stock for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the redemption notice and 115 outstanding shares of Convertible Preferred at March 31, 2024 and December 31, 2023). The recording of the preferred maximum redemption value was treated as deemed contribution (dividend), which was included in the calculation of earnings (loss) per share and resulted in a net decrease of $ 8,106 and $ 62,660 to additional paid-in-capital for the three months ended March 31, 2024 and 2023 , respectively. Note 12 – Stockholder's Equity (Deficit) Common stock – In February 2023, the Company entered into an underwriting agreement with certain existing stockholders, affiliates of H&W Investco and our Chief Executive Officer (collectively the “Selling Stockholders” ) and certain underwriters named therein, pursuant to which the Selling Stockholders sold an aggregate of 5,000 shares of Class A common stock in a secondary public offering at a public offering price of $ 24.50 per share. All of the shares sold in this offering were offered by the Selling Stockholders. In addition, the Selling Stockholders granted the underwriters a 30-day option to purchase up to an additional 750 shares of the Company's Class A common stock, which was fully exercised on February 15, 2023. The shares sold in the offering consisted of (i) 2,276 existing shares of Class A common stock and (ii) 3,474 newly-issued shares of Class A common stock issued in connection with the exchange of LLC units held by the Selling Stockholders. Simultaneously, 3,474 shares of Class B common stock were surrendered by the Selling Stockholders and canceled. The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Selling Stockholders. Additionally, during the three months ended March 31, 2024 and 2023, pursuant to the Amended Limited Liability Company Agreement of XPO Holdings (“Amended LLC Agreement”), certain Continuing Pre-IPO LLC Members exchanged their LLC units for 78 and 1,451 shares of Class A common stock on a one-for-one basis, respectively. Noncontrolling interests – Following the IPO, XPO Inc. is the sole managing member of XPO LLC and, as a result, consolidates the financial results of XPO LLC. The Company reported noncontrolling interests representing the economic interests in XPO LLC held by the Continuing Pre-IPO LLC Members. Under the Amended LLC agreement, the Continuing Pre-IPO LLC Members are able to exchange their LLC Units for shares of Class A common stock on a one-for-one basis (simultaneously cancelling an equal number of shares of Class B common stock of the exchanging member), or at the option of the Company for cash. In December 2021, the Company and the Continuing Pre-IPO LLC Members amended the LLC agreement of XPO Holdings, removing the redemption option in cash, except to the extent that the cash proceeds to be used to make the redemption in cash are immediately available and were directly raised from a secondary offering of the Company's equity securities. Future redemptions or exchanges of LLC Units by the Continuing Pre-IPO LLC Members will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. During 2024 and 2023, the Company experienced a change in noncontrolling interests ownership due to the conversion of Class B to Class A shares and as such, has rebalanced the related noncontrolling interests balance. The Company calculated the rebalancing based on the net assets of XPO LLC, after considering the preferred shareholders' claim on the net assets of XPO LLC. The Company used the liquidation value of the preferred shares for such rebalancing. 22 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) The following table summarizes the ownership of XPO LLC as of March 31, 2024: Owner Units Owned Ownership percentage XPO Inc. 31,582 65.7 % Noncontrolling interests 16,488 34.3 % Total 48,070 100.0 % Note 13 – Equity Compensation Profit interest units – Under the pre-IPO plan, the Parent granted profit interest units to certain key employees of the Company and its subsidiaries. Subsequent to the IPO, the profit interest units converted to Class B shares. Stock-based compensation related to profit interest units increases noncontrolling interests. The fair value of the time-based grants was recognized as compensation expense over the vesting period (generally four years ) and was calculated using a Black-Scholes option-pricing model. At March 31, 2024, the Company had $ 1 of unrecognized compensation expense. The unrecognized compensation expense is expected to be recognized over a weighted average period of approximately 0.36 years for the time-based grants. Liability classified restricted stock units – In November 2021, the Company granted RSU awards with performance conditions of meeting certain EBITDA targets through the year ending December 31, 2024. The awards were granted with fixed dollar valuation and the number of shares granted depends on the trading price at the closing date of the period in which the EBITDA target is met. As such, these awards are classified as a liability. Management performs a regular assessment to determine the likelihood of meeting the targets and adjusts the expense recognized if necessary. During the first quarter of 2023, the performance condition of an award with a total fixed dollar value of $ 2,250 was met and 101 unit s were earned and issued as shares. During the fourth quarter of 2023, the Company determined that it is no longer probable that the EBITDA targets will be achieved for the remaining RSU awards granted in November 2021. Accordingly, the Company reversed all previously recognized stock-based compensation expense related to these awards. Equity classified restricted stock units – The following table summarizes activity for RSUs for the three months ended March 31, 2024: Shares Weighted Average Grant Date Fair Value per Share Outstanding at December 31, 2023 1,587 $ 18.27 Issued 429 $ 13.47 Vested ( 607 ) $ 17.50 Forfeited, expired, or canceled ( 11 ) $ 19.00 Outstanding at March 31, 2024 1,398 $ 18.12 RSUs are valued at the Company’s closing stock price on the date of grant, and generally vest over a one - to four-year period. Compensation expense for RSUs is recognized on a straight-line basis. 23 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) During 2022, included in the RSUs described above, the Company granted 171 performance-based RSUs at a weighted average grant-date closing price of $ 18.25 per share. The performance-based RSUs are recognized as expense on a straight-line basis over the vesting period of three to four years. Management performs a regular assessment to determine the likelihood of meeting the related metrics and adjusts the expense recognized if necessary. During 2022, the performance metrics related to 18 performance-based RSUs fell below the minimum threshold and as a result, the Company cancelled these previously granted performance-based RSUs and reversed the previously recorded expense. During 2023, 36 performance-based RSUs were earned and issued as shares and seven performance-based RSUs were cancelled or forfeited. During the three months ended March 31, 2024, 34 performance-based RSUs were earned and issued as shares and 11 performance-based RSUs were forfeited. During 2024, the Company granted 42 performance-based RSUs at a weighted average grant-date closing price of $ 16.54 per share. As of March 31, 2024, the achievement of remaining performance metrics is considered probable. Stock-Based Compensation Expense – Stock-based compensation expense recognized in the condensed consolidated statements of operations was as follows: For the three months ended March 31, 2024 2023 Selling, general and administrative $ 3,942 $ 6,056 Total stock-based compensation expense, before tax 3,942 6,056 Income tax benefit 136 718 Total stock-based compensation expense, after tax $ 3,806 $ 5,338 Income tax benefit relates to vested RSUs, due to the Company's full valuation allowance on its net deferred tax assets, there is no income tax benefit on the unvested RSUs. At March 31, 2024, the Company had $ 22,075 of total unamortized compensation expense related to non-vested RSUs. That cost is expected to be recognized over a weighted-average period of 2.13 years. Included in the total stock-based compensation expense above, the Company recorded $ 689 of stock-based compensation for the three months ended March 31, 2024, related to a stock-based incentive bonus plan that the Company plans to settle by issuing fully vested RSUs to employees. The $ 689 , which is recorded as accrued expenses in the condensed consolidated balance sheets, is for the eligible employees included in the Company’s 2024 annual bonus plan and is expected to be settled during the first quarter of 2025 if certain performance metrics for the Company are met in 2024. Note 14 – Income Taxes and Tax Receivable Agreement The Company is the managing member of XPO Holdings and, as a result, consolidates the financial results of XPO Holdings in the condensed consolidated financial statements. XPO Holdings is a pass-through entity for U.S. federal and most applicable state and local income tax purposes following a corporate reorganization effected in connection with the IPO. As an entity classified as a partnership for tax purposes, XPO Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by XPO Holdings is passed through to and included in the taxable income or loss of its members, including the Company. The Company is taxed as a corporation and pays corporate federal, state and local taxes with respect to income allocated from XPO Holdings, based on its 65.7 % economic interest in XPO Holdings. The provision for income taxes differs from the amount of income tax computed by applying the applicable U.S. statutory federal income tax rate of 21 % to income (loss) before income taxes due to XPO Holdings’ pass-through structure for U.S. income tax purposes, state taxes, preferred stock dividends, non-deductible expenses, change in fair value of contingent consideration and the valuation allowance against the deferred tax asset. The effective tax rate for the three months ended March 31, 2024 and 2023, is 1.1 % and 1.0 %, respectively. During the three months ended March 31, 2024 and 2023 , the Company recognized income tax benefit of $ 47 and $ 123 , respectively, on its share of pre-tax book income (loss), exclusive of the noncontrolling interest of 34.3 % , and 33.7 %, respectively. 24 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) As of March 31, 2024, management determined based on applicable accounting standards and the weight of all available evidence, it was not more likely than not (“MLTN”) that the Company will generate sufficient taxable income to realize its deferred tax assets including the difference in tax basis in excess of the financial reporting value for its investment in XPO Holdings. Consequently, the Company has established a full valuation allowance against its deferred tax assets as of March 31, 2024. In the event that management subsequently determines that it is MLTN that the Company will realize its deferred tax assets in the future over the recorded amount, a decrease to the valuation allowance will be made, which will reduce the provision for income taxes. The Company is subject to taxation and files income tax returns in the United States federal jurisdiction, many state and foreign jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. The Company’s tax returns remain open for examination in the U.S. for years 2019 through 2023. The Company's foreign subsidiaries are generally subject to examination four years following the year in which the tax obligation originated. The years subject to audit may be extended if the entity substantially understates corporate income tax. The Company does not expect a significant change in unrecognized tax benefits during the next 12 months. Tax Receivable Agreement – In connection with the IPO, the Company entered into a Tax Receivable Agreement (“TRA”) pursuant to which the Company is generally required to pay to the other parties thereto in the aggregate 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes as a result of (i) certain favorable tax attributes acquired from the Blocker Companies in the Mergers (including net operating losses and the Blocker Companies’ allocable share of existing tax basis), (ii) increases in the Company's allocable share of existing tax basis and tax basis adjustments that resulted or may result from (x) the IPO Contribution and the Class A-5 Unit Redemption, (y) future taxable redemptions and exchanges of LLC Units by Continuing Pre-IPO LLC Members and (z) certain payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). The Company expects to benefit from the remaining 15 % of any tax benefits that it may actually realize. The TRA Payments are not conditioned upon any continued ownership interest in XPO Holdings or the Company. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company generates each year and the tax rate then applicable. The Company calculates the liability under the TRA using a complex TRA model, which includes an assumption related to the fair market value of assets. The payment obligations under the TRA are obligations of XPO Inc. and not of XPO Holdings. Payments are generally due under the TRA within a specified period of time following the filing of the Company’s tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of LIBOR (or a replacement rate) plus 100 basis points from the due date (without extensions) of such tax return. The TRA provides that if (i) there is a material breach of any material obligations under the TRA; or (ii) the Company elects an early termination of the TRA, then the TRA will terminate and the Company's obligations, or the Company's successor’s obligations, under the TRA will accelerate and become due and payable, based on certain assumptions, including an assumption that the Company would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TRA and that any LLC Units that have not been exchanged are deemed exchanged for the fair market value of the Company's Class A common stock at the time of termination. The TRA also provides that, upon certain mergers, asset sales or other forms of business combination, or certain other changes of control, the TRA will not terminate but the Company’s or the Company’s successor’s obligations with respect to tax benefits would be based on certain assumptions, including that the Company or the Company’s successor would have sufficient taxable income to fully utilize the increased tax deductions and tax basis and other benefits covered by the TRA. As of March 31, 2024 , the Company has concluded, based on applicable accounting standards, that it was more likely than not that its deferred tax assets subject to the TRA would not be realized. Therefore, the Company has not recorded a liability related to the tax savings it may realize from utilization of such deferred tax assets. Except for $ 2,892 and $ 1,712 of the current and non-current portions of the TRA, respectively, $ 77,171 of the TRA liability was not recorded as of March 31, 2024 . If utilization of the deferred tax asset subject to the TRA becomes more likely than not in the future, the Company will record a liability related to the TRA which will be recognized as expense within its consolidated statements of operations. 25 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Note 15 – Earnings (Loss) Per Share Basic earnings (loss) per share has been calculated by dividing net income (loss) attributable to Class A common stockholders by the weighted average number of shares of Class A common stock outstanding for the period. Diluted earnings (loss) per share of Class A common stock has been computed by dividing net income (loss) attributable to XPO Inc. by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. Because a portion of XPO Holdings is owned by parties other than the Company, those parties participate in earnings and losses at the XPO Holdings level. Additionally, given the organizational structure of XPO Inc., a parallel capital structure exists at XPO Holdings such that the shares of XPO Holdings are redeemable on a one-to-one basis with the XPO Inc. shares. In order to maintain the one-to-one ratio, the preferred stock issued at the XPO Inc. level also exists at the XPO Holdings level. The Company applies the two-class method to allocate undistributed earnings or losses of XPO Holdings, and in doing so, determines the portion of XPO Holdings’ income or loss that is attributable to the Company and accordingly reflected in income or loss available to common stockholders in the Company’s calculation of basic earnings (loss) per share. Due to the attribution of only a portion of the preferred stock dividends issued by XPO Holdings to the Company in first determining basic earnings (loss) per share at the subsidiary level, the amounts presented as net income (loss) attributable to noncontrolling interests and net income (loss) attributable to XPO Inc. presented below will not agree to the amounts presented on the condensed consolidated statement of operations. Diluted earnings (loss) per share attributable to common stockholders adjusts the basic earnings or losses per share attributable to common stockholders and the weighted average number of shares of Class A common stock outstanding to give effect to potentially dilutive securities. The potential dilutive impact of redeemable Convertible Preferred shares and Class B common stock is evaluated using the as-if-converted method. Weighted average shares of Class B common stock were 16,468 shares and 18,564 shares for the three months ended March 31, 2024 and 2023, respectively. The potentially dilutive impact of RSUs is calculated using the treasury stock method. Because the Company reported net losses for the periods presented, all potentially dilutive common stock equivalents are antidilutive and have been excluded from the calculation of diluted net loss per share. The following table presents the calculation of basic and diluted loss per share of Class A common stock: Three Months Ended March 31, 2024 2023 Numerator: Net loss $ ( 4,356 ) $ ( 14,979 ) Less: net loss attributable to noncontrolling interests 4,939 24,588 Less: dividends on preferred shares ( 1,863 ) ( 2,069 ) Less: deemed dividend ( 8,106 ) ( 62,660 ) Add: deemed contribution from redemption of convertible preferred stock — 12,679 Net loss attributable to XPO Inc. - basic and diluted ( 9,386 ) ( 42,441 ) Denominator: Weighted average shares of Class A common stock outstanding - basic and diluted 31,125 30,754 Net loss per share attributable to Class A common stock - basic $ ( 0.30 ) $ ( 1.38 ) Net loss per share attributable to Class A common stock - diluted $ ( 0.30 ) $ ( 1.38 ) Anti-dilutive shares excluded from diluted loss per share of Class A common stock: Restricted stock units 1,291 1,781 Conversion of Class B common stock to Class A common stock 16,413 16,656 Convertible preferred stock 7,963 7,963 Treasury share options 75 75 Rumble contingent shares 2,024 2,024 Profits interests, time vesting 1 4 26 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Note 16 – Contingencies and Litigation Litigation – On November 22, 2023, former employees of a former franchisee of the Company filed a putative class action complaint in the United States District Court for the Southern District of Ohio, captioned Shannon McGill et al. v. Xponential Fitness LLC, et al., Case No. 2:23-cv-03909, against the Company, as well as against a former franchisee of the Company and the franchisee’s legal entity, MD Pro Fitness, LLC. The complaint alleges violations of the Fair Labor Standards Act, as well as employment laws from different states in connection with the franchisee’s owner-operated studio locations. The Company was served with the complaint on December 4, 2023. The Company intends to defend itself in this litigation. The Company recorded an accrual for estimated loss contingencies associated with this matter in an amount equal to $ 900 , which is included in accrued expenses in the condensed consolidated balance sheets as of March 31, 2024, based on currently available information. The accrual does not reflect the Company’s views of the merits of claims in this action. On February 9, 2024, a federal securities class action lawsuit was filed against the Company and certain of the Company’s officers in the United States District Court for the Central District of California. The complaint alleges, among other things, violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder, alleging misstatements and/or omissions in certain of the Company’s financial statements, press releases, and SEC filings made during the putative class period of July 26, 2021 through December 7, 2023. The Company intends to defend itself against this action. At this stage, the Company is unable to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount or range of potential loss, if any. On March 10, 2024, a shareholder derivative lawsuit was filed in the United States District Court for the Central District of California by Gideon Akande, allegedly on behalf of Xponential Fitness, Inc., against certain current officers and directors as defendants, and Xponential Fitness, Inc., as nominal defendant, for alleged wrongdoing committed by the individual defendants from July 26, 2021 to December 7, 2023. Plaintiff alleges claims for breach of fiduciary duty, unjust enrichment, gross mismanagement, abuse of control, waste of corporate assets, violations of Section 14(a) of the Exchange Act, violations of Sections 20(a) and 10(b) and Rule 10b-5 of the Exchange Act, and against Messrs. Geisler and Meloun for contribution or indemnification under Sections 10(b) and 21D of the Exchange Act. Plaintiffs seek, inter alia, damages with pre- and post-judgment interest, and an order directing Xponential and the individual defendants to improve Xponential’s corporate governance, and restitution by the individual defendants. On April 3, 2024, the court entered an Order granting the parties’ Joint Stipulation to Stay Proceedings, which stayed the proceeding pending final resolution of the securities class action. SEC investigation – On December 5, 2023, the Company was contacted by the Securities and Exchange Commission (the “SEC”), requesting that the Company provide it with certain information and documents. The Company intends to cooperate fully with the SEC in this matter. The Company has incurred, and may continue to incur, significant expenses related to legal and other professional services in connection with matters relating to or arising from the SEC investigation. At this stage, the Company is unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or estimate the range of any potential loss. The Company is subject to normal and routine litigation brought by former or current employees, customers, franchisees, vendors, landlords or others. The Company intends to defend itself in any such matters. The Company believes that the ultimate determination of liability in connection with legal claims pending against it, if any, will not have a material adverse effect on its business, annual results of operations, liquidity or financial position; however, it is possible that the Company’s business, results of operations, liquidity or financial condition could be materially affected in a particular future reporting period by the unfavorable resolution of one or more matters or contingencies during such period. The Company accrued for estimated legal liabilities and has entered into certain settlement agreements to resolve legal disputes and recorded $ 831 and $ 443 which is included in accrued expenses in the condensed consolidated balance sheets, as of March 31, 2024 and December 31, 2023, respectively. Contingent consideration from acquisitions – In connection with the Reorganization Transactions, the Parent merged with and into the Member. The Company recorded contingent consideration equal to the fair value of the shares issued in connection with the Rumble acquisition of $ 23,100 and $ 10,600 receivable from shareholder for debt financing provided to the Rumble Seller. The shares issued to the Rumble Seller are treated as a liability on the Company's balance sheet as they are subject to vesting conditions. The fair value of the contingent consideration is measured at estimated fair value using a Monte Carlo simulation analysis. During the three months ended March 31, 2024 and 2023, the Company recorded an increase of $ 4,450 and $ 15,975 to contingent consideration, respectively, which was recorded as acquisition and transaction expense (income). At March 31, 2024 and December 31, 2023, contingent consideration totals $ 12,329 and $ 7,879 , respectively, recorded as contingent consideration from acquisitions in the condensed consolidated balance sheets. 27 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) In connection with the October 2021 acquisition of BFT, the Company agreed to pay contingent consideration to the seller consisting of quarterly cash payments based on the sales of the franchise system and equipment packages in the U.S. and Canada, as well as a percentage of royalties collected by the Company, provided that aggregate minimum payments of $ 5,000 AUD (approximately $ 3,694 USD based on the currency exchange rate as of the purchase date) are required to be paid to the seller for the two-year period ending December 31, 2023. The aggregate amount of such payments is subject to a maximum of $ 14,000 AUD (approximately $ 10,342 USD based on the currency exchange rate as of the purchase date). At the acquisition date, the Company determined that the fair value of the estimated contingent consideration liability was $ 9,388 . The Company recorded additional contingent consideration of $ 41 and $ 49 during the three months ended March 31, 2024 and 2023, respectively, which was recorded as interest expense. The Company recorded additional contingent consideration of $ ( 363 ) and $ ( 233 ) during the three months ended March 31, 2024 and 2023, respectively, which was recorded as acquisition and transaction expense (income). In addition, the Company paid contingent consideration of $ 0 during the three months ended March 31, 2024 and 2023. At March 31, 2024 and December 31, 2023, contingent consideration was $ 1,746 and $ 1,564 recorded as accrued expenses, respectively, and $ 283 and $ 787 recorded as contingent consideration from acquisitions, respectively, in the condensed consolidated balance sheets. In addition, in connection with the October 2021 acquisition of BFT, the Company entered into a Master Franchise Agreement (“MFA”) with an affiliate of the Seller (the “Master Franchisee”), pursuant to which the Company granted the Master Franchisee the master franchise rights for the BFT TM brands in Australia, New Zealand and Singapore. In exchange, the Company will receive certain fees and royalties, including a percentage of the revenue generated by the Master Franchisee under the MFA. The MFA contains an option for the Company to repurchase the master franchise rights granted under the MFA in 2024 at a purchase price based on the Master Franchisee’s EBITDA. If the Company (or a designee of the Company) does not exercise the option pursuant to the terms of the MFA, then the Company might be required to pay a cancellation fee to the Master Franchisee which might be material to the Company. If the Master Franchisee rejects an offer to repurchase the franchise rights, then the cancellation fee is not required to be paid. The Company believes the likelihood of a cancellation payment being required is remote as of March 31, 2024, and, therefore no accrual has been recorded. In connection with the January 2024 acquisition of Lindora, the Company agreed to pay contingent consideration to the seller subject to the achievement of certain milestones. Payment of additional consideration is contingent on Lindora reaching two milestones based on a certain gross sales target and the number of operating clinics during the 15-month and 24-month period following the acquisition date, respectively. At the acquisition date, the Company determined that the fair value of the estimated contingent consideration liability was $ 446 . The Company recorded additional contingent consideration of $ 17 during the three months ended March 31, 2024, which was recorded as interest expense. At March 31, 2024, contingent consideration was $ 104 and $ 359 recorded as accrued expenses and contingent consideration from acquisitions, respectively, in the condensed consolidated balance sheets. Letter of credit – In July 2022, the Company issued a $ 750 standby letter of credit to a third-party financing company, who provides loans to the Company's qualified franchisees. The standby letter of credit is contingent upon the failure of franchisees to perform according to the terms of underlying contracts with the third party. The Company deposited cash in a restricted account as collateral for the standby letter of credit. The Company has determined the fair value of these guarantees at inception was not material, and as of March 31, 2024 and December 31, 2023, $ 237 and $ 536 accrual has been recorded for the Company’s potential obligation under its guaranty arrangement, respectively. Lease guarantees –The Company has guaranteed lease agreements for certain franchisees. The Company’s maximum obligation, as a result of its guarantees of leases, is approximately $ 1,644 and $ 2,755 as of March 31, 2024 and December 31, 2023, respectively, and would only require payment upon default by the primary obligor. The Company has determined the fair value of these guarantees at inception is not material, and as of March 31, 2024 and December 31, 2023 , no accrual has been recorded for the Company’s potential obligation under its guaranty arrangement. 28 Xponential Fitness, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) (amounts in thousands, except per share amounts) Note 17 – Restructuring In the third quarter of 2023, the Company began a restructuring plan that involves exiting company-owned transition studios and other measures designed to reduce costs to achieve the Company’s long-term margin goals and focus on pure franchise operations. The plan was approved and initiated in the third quarter of 2023 and is expected to continue throughout 2024; however ultimate timing will depend on lease termination negotiations. During the fourth quarter of 2023 the Company's restructuring plan was expanded due to the addition of Rumble company-owned transition studios to the restructuring plan and a refranchising plan that was terminated by the Company due to the refranchisor’s non-compliance with the franchise agreements and the subsequent closure of certain studios. This refranchise termination resulted in the Company incurring losses for contract termination expenses, other expenses associated with exiting the studios, and loss contingencies related to the refranchisor’s unpaid payroll. The Company expects to recognize additional restructuring charges throughout 2024 totaling approximately $ 16,000 to $ 20,000 for rent expense, including amortization of the right-of-use asset and accretion of the operating lease liability, lease termination gains or losses, and other variable lease costs related to company-owned transition studios and other restructuring charges. The Company is negotiating lease terminations for operating leases for certain studios for which the Company has lease liabilities recorded and the expected cash payments and expenses to exit the lease may be greater than expected rent expense for that period, depending on the outcome of lease termination negotiations. During the three months ended March 31, 2024 , the Company recognized total restructuring charges of $ 6,934 , primarily for contract termination and other associated costs, loss on lease termination and sale or disposal of assets, and other restructuring charges. The components of the restructuring charges are as follows: Three months ended March 31, 2024 Contract termination and other associated costs (1) 522 Loss on lease termination and sale or disposal of assets, net (2)(3) 4,196 Other restructuring costs (1) 2,216 Total restructuring charges, net $ 6,934 (1) These charges are recorded in selling, general and administrative expenses on the Company’s condensed consolidated statements of operations. (2) Charges of $ 96 are recorded in cost of product revenues and charges of $ 4,100 are recorded in selling, general and administrative expenses on the Company’s condensed consolidated statements of operations. (3) Loss on lease termination and sale or disposal of assets represents net losses on studio lease terminations and sales or disposal of studio assets primarily related to studio property and equipment. Amount is net of, among other things, a $ 3,636 gain on lease termination related to a lease for which the Company had recognized accelerated right-of-use asset amortization. The following table provides the components of and changes in the Company’s restructuring charges, included in accounts payable and accrued expenses on the condensed consolidated balance sheets: March 31, 2024 Balance at December 31, 2023 $ 2,182 Charges incurred 10,013 Payments ( 5,556 ) Balance at March 31, 2024 $ 6,639 29