Condensed Consolidated Statement of Operations

Three Months Ended June 30, 2024

As Previously Reported

Adjustments

Reference

As Corrected

Revenue, net:

Merchandise revenue

$

5,882

252

A

$

6,134

Other service revenue

6,310

134

B1

6,444

Total revenue, net

76,517

386

76,903

Operating costs and expenses:

Costs of product revenue

12,866

1,067

A, C1

13,933

Total operating costs and expenses

78,925

1,067

79,992

Operating income

(2,408

)

(681

)

(3,089

)

Loss before income taxes

(13,530

)

(681

)

(14,211

)

Net loss

(13,662

)

(681

)

(14,343

)

Less: Net loss attributable to noncontrolling interests

(4,560

)

(220

)

(4,780

)

Net loss attributable to Xponential Fitness, Inc.

$

(9,102

)

$

(461

)

$

(9,563

)

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

Basic

$

(0.29

)

$

(0.01

)

$

(0.30

)

Diluted

$

(0.29

)

$

(0.01

)

$

(0.30

)

Condensed Consolidated Statement of Operations

Six Months Ended June 30, 2024

As Previously Reported

Adjustments

Reference

As Corrected

Revenue, net:

Merchandise revenue

$

14,055

424

A, B2

$

14,479

Other service revenue

14,172

134

B1

14,306

Total revenue, net

156,038

558

156,596

Operating costs and expenses:

Costs of product revenue

27,257

1,242

A, B2, C1, C2, C4, C5, D

28,499

Costs of franchise and service revenue

10,955

(74

)

C6

10,881

Selling, general and administrative expenses

74,144

(535

)

C2, C3, C6, D

73,609

Total operating costs and expenses

151,058

633

151,691

Operating income

4,980

(75

)

4,905

Loss before income taxes

(17,933

)

(75

)

(18,008

)

Net loss

(18,018

)

(75

)

(18,093

)

Less: Net loss attributable to noncontrolling interests

(6,049

)

(1

)

(6,050

)

Net loss attributable to Xponential Fitness, Inc.

$

(11,969

)

$

(74

)

$

(12,043

)

Condensed 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, 2023

$

521,998

$

(15,426

)

$

(630,127

)

$

(77,547

)

$

(202,794

)

Net loss

—

—

(2,867

)

(1,489

)

(4,356

)

Conversion of Class B shares to Class A shares

(9,264

)

—

—

9,264

—

Payment received from shareholder

—

—

—

—

—

Balance at March 30, 2024

506,017

(15,775

)

(632,994

)

(69,807

)

(214,251

)

Net loss

—

—

(9,102

)

(4,560

)

(13,662

)

Conversion of Class B shares to Class A shares

(2,851

)

—

—

2,851

—

Balance at June 30, 2024

$

507,986

$

(16,135

)

$

(642,096

)

$

(71,721

)

$

(223,658

)

Adjustments

Additional Paid-In Capital

Receivable
from Member/
Shareholder

Accumulated
 Deficit

Noncontrolling interests

Total Equity (Deficit)

Balance at December 31, 2023

$

(691

)

$

(14

)

$

(4,052

)

$

(1,981

)

$

(6,738

)

Net income

—

—

387

219

606

Conversion of Class B shares to Class A shares

427

—

—

(427

)

—

Payment received from shareholder

—

14

—

—

14

Balance at March 30, 2024

(264

)

—

(3,665

)

(2,189

)

(6,118

)

Net loss

—

—

(461

)

(220

)

(681

)

Conversion of Class B shares to Class A shares

(53

)

—

—

53

—

Balance at June 30, 2024

$

(317

)

$

—

$

(4,126

)

$

(2,356

)

$

(6,799

)

As Corrected

Additional Paid-In Capital

Receivable
from Member/
Shareholder

Accumulated
 Deficit

Noncontrolling interests

Total Equity (Deficit)

Balance at December 31, 2023

$

521,307

$

(15,440

)

$

(634,179

)

$

(79,528

)

$

(209,532

)

Net loss

—

—

(2,480

)

(1,270

)

(3,750

)

Conversion of Class B shares to Class A shares

(8,837

)

—

—

8,837

—

Payment received from shareholder

—

14

—

—

14

Balance at March 30, 2024

505,753

(15,775

)

(636,659

)

(71,996

)

(220,369

)

Net loss

—

—

(9,563

)

(4,780

)

(14,343

)

Conversion of Class B shares to Class A shares

(2,904

)

—

—

2,904

—

Balance at June 30, 2024

$

507,669

$

(16,135

)

$

(646,222

)

$

(74,077

)

$

(230,457

)

Condensed Consolidated Statement of Cash Flows

Six Months Ended June 30, 2024

As Previously Reported

Adjustments

Reclassification

As Corrected

Cash flows from operating activities:

Net loss

$

(18,018

)

$

(75

)

$

—

$

(18,093

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Non-cash lease expense

3,937

172

—

4,109

Change in tax receivable agreement liability

—

—

862

862

Gain from disposal of assets

(6,660

)

15

—

(6,645

)

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

Accounts receivable

1,715

(556

)

—

1,159

Inventories

1,451

2,858

—

4,309

Prepaid expenses and other current assets

(2,386

)

(529

)

—

(2,915

)

Operating lease liabilities

(2,699

)

(266

)

—

(2,965

)

Deferred costs

2,051

273

—

2,324

Accounts payable

3,419

500

—

3,919

Accrued expenses

35

(2,743

)

—

(2,708

)

Other current liabilities

3,197

(4,185

)

—

(988

)

Deferred revenue

(11,404

)

337

(11,067

)

Other liabilities

(4,319

)

4,185

(862

)

(996

)

Net cash provided by operating activities

5,696

(14

)

—

5,682

Cash flows from financing activities:

Payment received from shareholder

—

14

—

14

Net cash used in financing activities

(5,012

)

14

—

(4,998

)