Xponential Fitness, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (8,904)		$ (1,883)	$ (21,655)	$ (8,584)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	2,376		1,956	6,838	5,653
Amortization and write off of debt issuance cost				5,722	2,790
Amortization and write-off of discount on long-term debt				2,553
Change in contingent consideration from acquisitions				3,220	(10,940)
Bad debt expense				165	2,547
Adjustment for recognition of TRA and deferred tax liability				(24)
Equity based compensation				4,201	1,327
Non-cash interest				765	1,019
Gain on debt extinguishment				(3,707)
Loss from disposal of assets				362	66
Impairment of long-lived assets				781
Changes in assets and liabilities:
Accounts receivable				(1,913)	3,228
Inventories				1,074	(316)
Prepaid expenses and other current assets				(9,429)	(4,308)
Deferred costs				(4,811)	(1,114)
Notes receivable, net				148	56
Accounts payable				(2,702)	(2,124)
Accrued expenses				(559)	4,532
Related party payable				(1)	(21)
Other current liabilities				455	(1,041)
Deferred revenue				22,372	3,282
Other assets				18	(76)
Other liabilities				52	101
Net cash provided by (used in) operating activities				3,925	(3,923)
Cash flows from investing activities:
Purchases of property and equipment				(2,604)	(1,577)
Purchase of studios				(390)	(876)
Proceeds from sale of assets				318	58
Purchase of intangible assets				(868)	(729)
Notes receivable issued				(1,000)	(273)
Notes receivable payment received				563
Net cash used in investing activities				(3,981)	(3,397)
Cash flows from financing activities:
Borrowings from line of credit					10,000
Payments on line of credit					(18,000)
Borrowings from long-term debt				218,360	188,665
Payments on long-term debt				(309,860)	(148,294)
Debt issuance costs				(904)	(5,158)
Proceeds from the issuance of Class A common stock, net of underwriting costs				122,016
Payments of costs related to IPO				(3,221)
Payments to purchase 750,000 LLC units/Class B Shares				(9,000)
Proceeds from issuance of redeemable convertible preferred stock, net of offering costs				198,396
Payment to purchase all of the shares of LCAT from LCAT shareholders				(144,485)
Payment of H&W Cash Merger Consideration				(11,720)
Payments to acquire the Preferred Units and LLC Units				(20,493)
Exchange of LLC units for Class B shares				2
Payment of preferred stock dividend and deemed dividend				(4,117)
Payment of contingent consideration				(12,006)	(2,563)
Payments on loans from related party				(85)	(111)
Member contributions				562	27,286
Distributions to Member				(10,600)	(73,203)
Receipts from Member, net (Note 9)				1,456	30,279
Net cash provided by financing activities				14,301	8,901
Increase in cash, cash equivalents and restricted cash				14,245	1,581
Cash, cash equivalents and restricted cash, beginning of period		$ 11,299		11,299	9,339	$ 9,339
Cash, cash equivalents and restricted cash, end of period	$ 25,544		$ 10,920	25,544	10,920	$ 11,299
Supplemental cash flow information:
Interest paid				13,582	13,157
Income taxes paid				1,159	221
Noncash investing and financing activity:
Capital expenditures accrued				260	104
Contingent consideration converted to Member contribution					$ 5,598
Parent contribution of Rumble assets		$ 20,483		20,483
Original contingent consideration related to Rumble				23,100
Rumble note receivable from shareholder				10,600
Adjustment of preferred stock to redemption value				1,604
Adjustment of redeemable noncontrolling interest				13,148
Deferred offering costs reclassified into equity				4,429
Accrued deemed dividend				$ 4,875