Condensed Consolidated Statement of Operations

Three Months Ended September 30, 2024

As Previously Reported

Adjustments

Reference

As Corrected

Revenue, net:

Merchandise revenue

$

6,538

39

A

$

6,577

Total revenue, net

80,491

39

80,530

Operating costs and expenses:

Costs of product revenue

17,071

216

C1, D

17,287

Selling, general and administrative expenses

46,164

(1

)

D

46,163

Impairment of goodwill and other assets

4,502

3

D

4,505

Total operating costs and expenses

86,917

218

87,135

Operating loss

(6,426

)

(179

)

(6,605

)

Loss before income taxes

(17,839

)

(179

)

(18,018

)

Net loss

(17,970

)

(179

)

(18,149

)

Less: Net loss attributable to noncontrolling interests

(5,971

)

(58

)

(6,029

)

Net loss attributable to Xponential Fitness, Inc.

$

(11,999

)

$

(121

)

$

(12,120

)

Condensed Consolidated Statement of Operations

Nine Months Ended September 30, 2024

As Previously Reported

Adjustments

Reference

As Corrected

Revenue, net:

Merchandise revenue

$

20,593

463

A, B2

$

21,056

Other service revenue

20,421

134

B1

20,555

Total revenue, net

236,529

597

237,126

Operating costs and expenses:

Costs of product revenue

44,328

1,458

A, B2, C1, C2, C4, C5

45,786

Costs of franchise and service revenue

15,822

(74

)

C6

15,748

Selling, general and administrative expenses

120,308

(536

)

C2, C3, C6, D

119,772

Impairment of goodwill and other assets

16,591

3

D

16,594

Total operating costs and expenses

237,975

851

238,826

Operating loss

(1,446

)

(254

)

(1,700

)

Loss before income taxes

(35,772

)

(254

)

(36,026

)

Net loss

(35,988

)

(254

)

(36,242

)

Less: Net loss attributable to noncontrolling interests

(12,020

)

(59

)

(12,079

)

Net loss attributable to Xponential Fitness, Inc.

$

(23,968

)

$

(195

)

$

(24,163

)

Condensed Consolidated Statement of Changes to Stockholders' Equity (Deficit)

As Previously Reported

Additional Paid-In Capital

Receivable
from 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

)

Net loss

—

—

(11,999

)

(5,971

)

(17,970

)

Balance at September 30, 2024

$

516,582

$

(16,508

)

$

(654,095

)

$

(84,433

)

$

(240,146

)

Adjustments

Additional Paid-In Capital

Receivable
from 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

)

Net loss

—

—

(121

)

(58

)

(179

)

Balance at September 30, 2024

$

(317

)

$

—

$

(4,247

)

$

(2,414

)

$

(6,978

)

As Corrected

Additional Paid-In Capital

Receivable
from 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

)

Net loss

—

—

(12,120

)

(6,029

)

(18,149

)

Balance at September 30, 2024

$

516,265

$

(16,508

)

$

(658,342

)

$

(86,847

)

$

(247,124

)

Condensed Consolidated Statement of Cash Flows

Nine Months Ended September 30, 2024

As Previously Reported

Adjustments

Reclassification

As Corrected

Cash flows from operating activities:

Net loss

$

(35,988

)

$

(254

)

$

—

$

(36,242

)

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

Non-cash lease expense

5,415

275

—

5,690

Change in tax receivable agreement liability

—

—

913

913

Gain on disposal of assets

(8,307

)

(86

)

—

(8,393

)

Impairment of goodwill and other assets

16,591

3

—

16,594

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

Accounts receivable

1,152

(558

)

—

594

Inventories

4,116

3,076

—

7,192

Prepaid expenses and other current assets

(2,485

)

(528

)

—

(3,013

)

Operating lease liabilities

(2,002

)

(315

)

—

(2,317

)

Deferred costs

2,522

273

—

2,795

Accounts payable

1,952

500

—

2,452

Accrued expenses

6,688

(2,698

)

—

3,990

Other current liabilities

5,816

(4,185

)

—

1,631

Deferred revenue

(14,620

)

298

—

(14,322

)

Other liabilities

(7,613

)

4,185

(913

)

(4,341

)

Net cash provided by operating activities

10,915

(14

)

—

10,901

Cash flows from financing activities:

Payment received from shareholder

—

14

—

14

Net cash provided by financing activities

3,699

14

—

3,713