Xponential Fitness, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Consolidated Statements of Changes to Stockholders'/Member's Equity (Deficit)

Consolidated Statements of Changes to Stockholders'/Member's Equity (Deficit) - USD ($) $ in Thousands	Total	Prior to Reorganization Transactions and IPO	Reorganization Transactions and IPO	Post Reorganization Transactions and IPO	Post Reorganization Transactions and IPO but Prior to Amendment of LLC Agreement	Subsequent to Amendment of LLC Agreement	Post NCI Rebalancing	IPO Reorganization Transactions and IPO	Underwriters Reorganization Transactions and IPO	Class A Common Stock	Class A Common Stock IPO	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class A Common Stock Reorganization Transactions and IPO	Common Stock Class A Common Stock Post Reorganization Transactions and IPO	Common Stock Class A Common Stock Subsequent to Amendment of LLC Agreement	Common Stock Class A Common Stock IPO Reorganization Transactions and IPO	Common Stock Class A Common Stock Underwriters Reorganization Transactions and IPO	Common Stock Class B Common Stock	Common Stock Class B Common Stock Reorganization Transactions and IPO	Common Stock Class B Common Stock Post Reorganization Transactions and IPO	Common Stock Class B Common Stock Subsequent to Amendment of LLC Agreement	Treasury Stock	Additional Paid-In Capital	Additional Paid-In Capital Reorganization Transactions and IPO	Additional Paid-In Capital Post Reorganization Transactions and IPO	Additional Paid-In Capital Post Reorganization Transactions and IPO but Prior to Amendment of LLC Agreement	Additional Paid-In Capital Subsequent to Amendment of LLC Agreement	Additional Paid-In Capital IPO Reorganization Transactions and IPO	Additional Paid-In Capital Underwriters Reorganization Transactions and IPO	Member's Contribution	Member's Contribution Prior to Reorganization Transactions and IPO	Member's Contribution Reorganization Transactions and IPO	Receivable from Member/Shareholder	Receivable from Member/Shareholder Prior to Reorganization Transactions and IPO	Receivable from Member/Shareholder Reorganization Transactions and IPO	Receivable from Member/Shareholder Post Reorganization Transactions and IPO	Receivable from Member/Shareholder Subsequent to Amendment of LLC Agreement	Accumulated Deficit	Accumulated Deficit Prior to Reorganization Transactions and IPO	Accumulated Deficit Reorganization Transactions and IPO	Accumulated Deficit Post Reorganization Transactions and IPO	Accumulated Deficit Post Reorganization Transactions and IPO but Prior to Amendment of LLC Agreement	Accumulated Deficit Subsequent to Amendment of LLC Agreement	Noncontrolling Interests	Noncontrolling Interests Post Reorganization Transactions and IPO but Prior to Amendment of LLC Agreement	Noncontrolling Interests Subsequent to Amendment of LLC Agreement	Redeemable Noncontrolling Interests Reorganization Transactions and IPO	Redeemable Noncontrolling Interests Post Reorganization Transactions and IPO	Redeemable Noncontrolling Interests Post Reorganization Transactions and IPO but Prior to Amendment of LLC Agreement
Beginning balance at Dec. 31, 2020	$ 4,749																														$ 113,697			$ (1,456)					$ (107,492)
Equity-based compensation		$ 708			$ 2,089	$ 818																					$ 2,089	$ 283				$ 708															$ 535			$ 5,731
Parent contribution of Rumble assets		20,483																														20,483
Distributions to Member		(10,600)																														(10,600)
Payment received from Member, net		1,456																																	$ 1,456
Net income (loss)	(51,440)	(13,342)			(17,155)	(3,375)																																		$ (13,342)			$ (17,155)	$ (1,674)			(1,701)
Balance prior to Reorganization Transactions and IPO		$ 3,454																														$ 124,288								$ (120,834)
Effect of Reorganization Transactions			$ (337,259)											$ 1						$ 2													$ (124,288)			$ (10,600)					$ (202,374)
Effect of Reorganization Transactions, Shares														12,994,000						23,543,000
Effect of Reorganization Transactions																																																$ 282,513
Issuance of Class A common stock								$ 104,388	$ 10,116								$ 1												$ 104,387	$ 10,116
Issuance of Class A common stock, Shares																	10,000,000	904,000
Purchase of shares from LCAT shareholders			(150,985)																						$ (104,387)																$ (46,598)
Redemption of Class B shares			$ (9,000)																						$ (9,000)
Redemption of Class B shares, Shares																				(750,000)
Balance post the Reorganization Transactions and IPO				$ (379,286)											$ 2						$ 2					$ 1,116											$ (10,600)					$ (369,806)							$ 282,513
Balance post the Reorganization Transactions and IPO, shares															23,898,000						22,793,000
Adjustment of preferred stock to redemption value						(78,494)																						(1,116)																(77,378)
Payment of preferred stock dividends						(5,742)																						(307)																(5,435)
Net loss																																																		(17,568)
Fair value adjustment for redeemable noncontrolling interest					(174,450)																						$ (2,065)																$ (172,385)
Fair value adjustment for redeemable noncontrolling interest																																																		174,450
Removing the redeemable feature of the noncontrolling interest					$ 445,126																																									$ 445,126				$ (445,126)
Balance subsequent to the amendment of the LLC agreement						$ (123,676)										$ 2						$ 2						$ 1,140										$ (10,600)						$ (559,346)			$ 445,126
Balance subsequent to the amendment of the LLC agreement, shares																23,898,000						22,793,000
Vesting of Class B shares																						176,000
Receivable from shareholder arising from the Rumble studios acquisition	0
Ending balance at Dec. 31, 2021							$ (210,469)						$ 2						$ 2															(10,600)					(643,833)						$ 443,960
Ending balance, Shares at Dec. 31, 2021													23,898,000						22,969,000
Equity-based compensation							25,118																	$ 12,925																					12,193
Net income (loss)	2,875						2,875																																1,930						945
Issuance of Class A common stock, Shares											607,000	2,696,000
Adjustment of preferred stock to redemption value							(31,185)																	(31,185)
Payment of preferred stock dividends							(13,000)																	(13,000)
Conversion of Stock, Shares Converted													3,303,000						(3,303,000)
Conversion of Class B shares to Class A shares																								510,382																					(510,382)
Vesting of Class B shares																			1,981,000
Vesting of restricted share units, net of shares withheld for taxes, Shares													370,000
Vesting of restricted share units, net of shares withheld for taxes							(1,908)						$ 1											(1,909)
Loan to shareholder and accumulated interest							(5,769)																											(5,769)
Receivable from shareholder arising from the Rumble studios acquisition	0
Purchase of treasury stock, shares																							75,000
Purchase of treasury stock	(2,794)																						$ (1,697)	(1,097)
Settlement of contingent consideration							29,070																	29,070
Ending balance at Dec. 31, 2022	(208,062)						$ (208,062)						$ 3						$ 2				$ (1,697)	505,186										(16,369)					(641,903)						(53,284)
Ending balance, Shares at Dec. 31, 2022													27,571,000						21,647,000				75,000
Equity-based compensation	20,025																							20,006																					19
Net income (loss)	(1,713)																																						(903)						(810)
Issuance of Class A common stock, Shares											1,620
Adjustment of preferred stock to redemption value	49,970																							49,970
Payment of preferred stock dividends	(7,652)																							(7,652)
Conversion of Stock, Shares Converted													5,094,000						(5,094,000)
Conversion of Class B shares to Class A shares																								10,571																					(10,571)
Vesting of Class B shares																			13,000
Vesting of restricted share units, net of shares withheld for taxes, Shares													831,000
Vesting of restricted share units, net of shares withheld for taxes	(8,111)																							(8,111)
Loan to shareholder and accumulated interest	(5,670)																																	(5,670)
Deemed contribution from redemption of preferred stock	12,679																																						12,679
Liability-classified restricted stock units vested	2,250																							2,250
Receivable from shareholder arising from the Rumble studios acquisition	(1,450)																																	(1,450)
Consideration related to the Rumble studios acquisition	1																																	1
Repurchase and retirement of Class A common stock, Shares										2,599			(2,599,000)
Repurchase and retirement of Class A common stock	(50,378)																							(50,378)
Proceeds from disgorgement of stockholders short-swing profits (Note 10)	516																							516
Distributions paid to Pre-IPO LLC Members	(12,901)																																												(12,901)
Excise tax on share repurchases	(360)																							(360)
Payment received from shareholder	8,062																																	8,062
Ending balance at Dec. 31, 2023	$ (202,794)												$ 3						$ 2				$ (1,697)	$ 521,998										$ (15,426)					$ (630,127)						$ (77,547)
Ending balance, Shares at Dec. 31, 2023													30,897,000						16,566,000				75,000