Xponential Fitness, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

The following table presents income (loss) before income taxes:


	Years Ended December 31,
	2024			2023			2022
U.S. income (loss) before income taxes	$	(99,116	)	$	(5,503	)	$	1,609
Foreign income (loss) before income taxes		78			94			(20	)
Income (loss) before income taxes	$	(99,038	)	$	(5,409	)	$	1,589

The following table presents the components of income tax expense (benefit):


	Years Ended December 31,
	2024			2023		2022
Current tax expense (benefit):
Federal	$	47		$	359	$	(142	)
State		198			509		450
Foreign		1,075			123		224
Total current tax expense		1,320			991		532
Deferred tax expense (benefit):
Federal		(1,559	)		30		(31	)
State		(98	)		8		(8	)
Foreign		(5	)		5		(5	)
Total deferred tax expense (benefit)		(1,662	)		43		(44	)
Income tax expense	$	(342	)	$	1,034	$	488

The following table presents a reconciliation between the Company's effective tax rate and the applicable U.S. federal statutory income tax rate:


	Years Ended December 31,
	2024			2023			2022
Tax computed at federal statutory rate		21.0	%		21.0	%		21.0	%
State tax, net of federal tax benefit		2.8	%		8.8	%		3.8	%
Non-controlling interests		(4.3	)%		(23.6	)%		(56.4	)%
Permanent items		(0.3	)%		1.6	%		—	%
TRA liability		—	%		(3.3	)%		(7.6	)%
Executive compensation		(0.1	)%		(17.6	)%		8.2	%
Contingent consideration		(2.0	)%		76.9	%		97.0	%
Foreign withholding tax		(0.6	)%		—	%		—	%
State rate differential		(0.3	)%		(22.2	)%		48.2	%
Other		—	%		2.5	%		11.3	%
Valuation allowance		(15.9	)%		(63.2	)%		(94.8	)%
Effective tax rate		0.3	%		(19.1	)%		30.7	%

The following table presents the components that comprise the Company's net deferred tax assets and liabilities:


	December 31,			December 31,
	2024			2023
Deferred tax assets:
Investment in partnership	$	21,997		$	29,832
Net operating losses		35,051			23,072
Tax receivable agreement		1,102			930
Interest expense		14,122			7,681
Deferred revenue		1,270			1,443
Other		3,396			242
Total deferred tax assets		76,938			63,200
Valuation allowance for deferred tax assets		(75,244	)		(63,168	)
Total deferred tax assets, net of valuation allowance		1,694			32
Deferred tax liabilities:
Property and equipment and intangible assets		(18	)		(12	)
Other		(14	)		(20	)
Total deferred tax liabilities		(32	)		(32	)
Net deferred tax assets (liabilities)	$	1,662		$	—