Consolidated Balance Sheet

As of December 31, 2023

As Previously Reported

Adjustments

Reference

As Corrected

Assets

Current Assets:

Accounts receivable, net

$

32,751

$

(1,142

)

F1, F3, F10, C, D2

$

31,609

Inventories

14,724

864

F5, F7, D2

15,588

Prepaid expenses and other current assets

5,856

(263

)

F7, F9

5,593

Deferred costs, current portion

6,620

273

F8

6,893

Total current assets

97,248

(268

)

96,980

Right-of-use assets

71,413

2,088

F2

73,501

Goodwill

171,601

(900

)

C

170,701

Intangible assets, net

120,149

(84

)

F5

120,065

Total assets

$

528,698

$

836

$

529,534

Liabilities, redeemable convertible preferred stock and equity (deficit)

Current Liabilities:

Accounts payable

$

19,119

$

(499

)

C

$

18,620

Accrued expenses

14,088

5,787

F4, F6, B, A, F10, C

19,875

Deferred revenue, current portion

34,674

133

D1,

34,807

Other current liabilities

19,666

4,506

E1, F2

24,172

Total current liabilities

92,307

9,927

102,234

Lease liability

70,141

1,834

F2

71,975

Other liabilities

9,152

(4,187

)

E1

4,965

Total liabilities

616,832

7,574

624,406

Additional paid-in capital

521,998

(691

)

521,307

Receivable from shareholder

(15,426

)

(14

)

F1

(15,440

)

Accumulated deficit

(630,127

)

(4,052

)

F11

(634,179

)

Total stockholders' deficit attributable to Xponential Fitness, Inc.

(125,247

)

(4,757

)

(130,004

)

Noncontrolling interests

(77,547

)

(1,981

)

F9

(79,528

)

Total stockholders' deficit

(202,794

)

(6,738

)

(209,532

)

Total liabilities, redeemable convertible preferred stock and stockholders' deficit

$

528,698

$

836

$

529,534

Consolidated Statement of Operations

Year Ended December 31, 2023

As Previously Reported

Adjustments

Reference

As Corrected

Revenue, net:

Franchise revenue

$

143,615

$

(368

)

B, F1

$

143,247

Merchandise revenue

34,146

(871

)

E2, C

33,275

Other service revenue

57,153

516

D1, C

57,669

Total revenue, net

318,660

(723

)

317,937

Operating costs and expenses:

Costs of product revenue

57,979

2,352

F4, E2, F5, F8, C, F7

60,331

Costs of franchise and service revenue

15,911

74

F10

15,985

Selling, general and administrative expenses

166,828

2,035

F3, F6, A, F10, F2

168,863

Impairment of goodwill and other assets

16,667

83

F5

16,750

Acquisition and transaction expenses (income)

(17,964

)

(500

)

C

(18,464

)

Total operating costs and expenses

278,987

4,044

283,031

Operating income (loss)

39,673

(4,767

)

34,906

Loss before income taxes

(642

)

(4,767

)

(5,409

)

Income taxes (benefits)

1,071

(37

)

F1

1,034

Net loss

(1,713

)

(4,730

)

(6,443

)

Less: Net loss attributable to noncontrolling interests

(810

)

(1,632

)

(2,442

)

Net loss attributable to Xponential Fitness, Inc.

$

(903

)

$

(3,098

)

$

(4,001

)

Net income (loss) per share of Class A common stock:

Basic

$

1.18

$

(0.10

)

$

1.08

Diluted

$

(0.44

)

$

(0.08

)

$

(0.52

)

Consolidated Statement of Changes to Stockholders' Equity (Deficit)

As Previously Reported

Additional Paid-In Capital

Receivable
from Member/
Shareholder

Accumulated
 Deficit

Noncontrolling interests

Total Equity (Deficit)

Balance at December 31, 2022

$

505,186

$

(16,369

)

$

(641,903

)

$

(53,284

)

$

(208,062

)

Net loss

—

—

(903

)

(810

)

(1,713

)

Conversion of Class B shares to Class A shares

10,571

—

—

(10,571

)

—

Distributions paid to Pre-IPO LLC Members

—

—

—

(12,901

)

(12,901

)

Payment received from shareholder

—

8,062

—

—

8,062

Balance at December 31, 2023

$

521,998

$

(15,426

)

$

(630,127

)

$

(77,547

)

$

(202,794

)

Adjustments

Additional Paid-In Capital

Receivable
from Member/
Shareholder

Accumulated
 Deficit

Noncontrolling interests

Total Equity (Deficit)

Balance at December 31, 2022

$

(313

)

$

(1,162

)

$

(954

)

$

(1,387

)

$

(3,816

)

Net loss

—

—

(3,098

)

(1,632

)

(4,730

)

Conversion of Class B shares to Class A shares

(378

)

—

—

378

—

Distributions paid to Pre-IPO LLC Members

—

—

—

660

660

Payment received from shareholder

—

1,148

—

—

1,148

Balance at December 31, 2023

$

(691

)

$

(14

)

$

(4,052

)

$

(1,981

)

$

(6,738

)

As Corrected

Additional Paid-In Capital

Receivable
from Member/
Shareholder

Accumulated
 Deficit

Noncontrolling interests

Total Equity (Deficit)

Balance at December 31, 2022

$

504,873

$

(17,531

)

$

(642,857

)

$

(54,671

)

$

(211,878

)

Net loss

—

—

(4,001

)

(2,442

)

(6,443

)

Conversion of Class B shares to Class A shares

10,193

—

—

(10,193

)

—

Distributions paid to Pre-IPO LLC Members

—

—

—

(12,241

)

(12,241

)

Payment received from shareholder

—

9,210

—

—

9,210

Balance at December 31, 2023

$

521,307

$

(15,440

)

$

(634,179

)

$

(79,528

)

$

(209,532

)

Consolidated Statement of Cash Flows

Year Ended December 31, 2023

As Previously Reported

Adjustments

As Corrected

Cash flows from operating activities:

Net loss

$

(1,713

)

$

(4,730

)

$

(6,443

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Amortization of right-of-use assets

13,005

306

13,311

Bad debt expense

2,232

218

2,450

Impairment of goodwill and other assets

16,667

83

16,750

Changes in assets and liabilities, net of effect of acquisitions:

—

Accounts receivable

(7,738

)

388

(7,350

)

Inventories

(3,525

)

(435

)

(3,960

)

Prepaid expenses and other current assets

438

(131

)

307

Operating lease liabilities

(9,049

)

(276

)

(9,325

)

Deferred costs

(5,440

)

(272

)

(5,712

)

Accounts payable

1,390

(501

)

889

Accrued expenses

1,959

2,908

4,867

Other current liabilities

2,896

4,186

7,082

Deferred revenue

7,287

(267

)

7,020

Other liabilities

1,677

(4,186

)

(2,509

)

Net cash provided by operating activities

35,422

(2,709

)

32,713

Cash flows from investing activities:

Acquisition of businesses

(3,467

)

900

(2,567

)

Net cash used in investing activities

(12,589

)

900

(11,689

)

Cash flows from financing activities:

Payments for distributions to Pre-IPO LLC Members

(12,901

)

660

(12,241

)

Payment received from shareholder

8,062

1,149

9,211

Net cash provided by (used in) financing activities

(23,109

)

1,809

(21,300

)

Consolidated Statement of Operations

Year Ended December 31, 2022

As Previously Reported

Adjustments

Reference

As Corrected

Revenue, net:

Franchise revenue

$

115,286

$

(260

)

B, F1

$

115,026

Merchandise revenue

27,073

(1,095

)

D2, E2,

25,978

Other service revenue

38,750

(400

)

D1

38,350

Total revenue, net

244,954

(1,755

)

243,199

Operating costs and expenses:

Costs of product revenue

47,220

(769

)

D2, F4, E2,

46,451

Selling, general and administrative expenses

125,452

826

A, F2

126,278

Total operating costs and expenses

229,818

57

229,875

Operating income (loss)

15,136

(1,812

)

13,324

Income (loss) before income taxes

3,401

(1,812

)

1,589

Income taxes (benefits)

526

(38

)

F1

488

Net income (loss)

2,875

(1,774

)

1,101

Less: Net income (loss) attributable to noncontrolling interests

945

(1,059

)

(114

)

Net income (loss) attributable to Xponential Fitness, Inc.

$

1,930

$

(715

)

$

1,215

Net loss per share of Class A common stock:

Basic

$

(0.87

)

$

(0.01

)

$

(0.88

)

Diluted

$

(0.87

)

$

(0.01

)

$

(0.88

)

Consolidated Statement of Changes to Stockholders' Equity (Deficit)

As Previously Reported

Additional Paid-In Capital

Receivable
from Member/
Shareholder

Accumulated
 Deficit

Noncontrolling interests

Total
Equity
(Deficit)

Balance at December 31, 2021

$

—

$

(10,600

)

$

(643,833

)

$

443,960

$

(210,469

)

Net income

—

—

1,930

945

2,875

Conversion of Class B shares to Class A shares

510,382

—

—

(510,382

)

—

Balance at December 31, 2022

$

505,186

$

(16,369

)

$

(641,903

)

$

(53,284

)

$

(208,062

)

Adjustment

Additional Paid-In Capital

Receivable
from Member/
Shareholder

Accumulated
 Deficit

Noncontrolling interests

Total
Equity
(Deficit)

Balance at December 31, 2021

$

—

$

—

$

(239

)

$

(247

)

$

(486

)

Net loss

—

—

(715

)

(1,059

)

(1,774

)

Conversion of Class B shares to Class A shares

(313

)

—

—

313

—

Receivable from holders of the preferred stock

—

(1,162

)

—

—

(1,162

)

Distributions paid to Pre-IPO LLC Members

—

—

—

(394

)

(394

)

Balance at December 31, 2022

$

(313

)

$

(1,162

)

$

(954

)

$

(1,387

)

$

(3,816

)

As Corrected

Additional Paid-In Capital

Receivable
from Member/
Shareholder

Accumulated
 Deficit

Noncontrolling interests

Total
Equity
(Deficit)

Balance at December 31, 2021

$

—

$

(10,600

)

$

(644,072

)

$

443,713

$

(210,955

)

Net income (loss)

—

—

1,215

(114

)

1,101

Conversion of Class B shares to Class A shares

510,069

—

—

(510,069

)

—

Receivable from holders of the preferred stock

—

(1,162

)

—

—

(1,162

)

Distributions paid to Pre-IPO LLC Members

—

—

—

(394

)

(394

)

Balance at December 31, 2022

$

504,873

$

(17,531

)

$

(642,857

)

$

(54,671

)

$

(211,878

)

Consolidated Statement of Cash Flows

Year Ended December 31, 2022

As Previously Reported

Adjustments

As Corrected

Cash flows from operating activities:

Net income (loss)

$

2,875

$

(1,774

)

$

1,101

Changes in assets and liabilities, net of effects of acquisitions:

Accounts receivable

(12,720

)

537

(12,183

)

Inventories

(3,936

)

(429

)

(4,365

)

Prepaid expenses and other current assets

(1,023

)

394

(629

)

Operating lease liabilities

(2,496

)

36

(2,460

)

Accrued expenses

(5,008

)

1,230

(3,778

)

Deferred revenue

18,223

400

18,623

Net cash provided by operating activities

51,670

394

52,064

Cash flows from financing activities:

Distributions paid to Pre-IPO LLC Members

—

(394

)

(394

)

Net cash used in financing activities

(21,007

)

(394

)

(21,401

)

Year Ended December 31, 2022

As Previously Reported

Adjustments

As Corrected

Supplemental cash flow information:

Receivable from holders of the preferred stock

—

1,162

1,162