$XPOF

Xponential Fitness, Inc.

CIK:0001802156|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Revenue, net:
Total revenue, net	$ 65,968	$ 76,208	$ 126,682	$ 153,091
Operating costs and expenses:
Selling, general and administrative expenses	32,033	24,084	62,073	69,629
Impairment of goodwill and other noncurrent assets	0	12,928	0	14,843
Depreciation and amortization	1,765	2,973	4,017	5,929
Marketing fund expense	11,440	8,855	23,114	18,212
Acquisition and transaction expenses (income)	1,439	(1,915)	(1,748)	(10,553)
Total operating costs and expenses	56,454	61,385	104,125	128,589
Operating income	9,514	14,823	22,557	24,502
Other expense (income):
Interest income	(668)	(701)	(1,305)	(1,320)
Interest expense	14,948	12,975	29,442	24,363
Tax receivable agreement expense	0	891	0	1,975
Total other expense	14,280	13,165	28,137	25,018
Income (Loss) before income taxes	(4,766)	1,658	(5,580)	(516)
Income taxes	65	312	71	797
Net income (loss)	(4,831)	1,346	(5,651)	(1,313)
Less: net income (loss) attributable to noncontrolling interests	(694)	377	(789)	(359)
Net income (loss) attributable to Xponential Fitness, Inc.	$ (4,137)	$ 969	$ (4,862)	$ (954)
Net loss per share of Class A common stock:
Basic	$ (0.1)	$ (0.01)	$ (0.12)	$ (0.11)
Diluted	$ (0.1)	$ (0.01)	$ (0.12)	$ (0.11)
Weighted average shares of Class A common stock outstanding:
Basic	42,031	34,972	39,687	34,444
Diluted	42,031	34,972	39,687	34,444
Franchise revenue
Revenue, net:
Total revenue, net	$ 43,991	$ 45,353	$ 85,145	$ 89,247
Equipment revenue
Revenue, net:
Total revenue, net	7,058	9,509	11,409	20,613
Merchandise revenue
Revenue, net:
Total revenue, net	542	5,613	1,195	11,868
Franchise marketing fund revenue
Revenue, net:
Total revenue, net	8,733	9,461	17,445	18,730
Other service revenue
Revenue, net:
Total revenue, net	5,644	6,272	11,488	12,633
Product revenue
Operating costs and expenses:
Costs of revenue	5,579	10,505	9,209	22,477
Franchise and service revenue
Operating costs and expenses:
Costs of revenue	$ 4,198	$ 3,955	$ 7,460	$ 8,052

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025
Cash flows from operating activities:
Net loss	$ (4,831)	$ (820)	$ 1,346	$ (2,659)	$ (5,651)	$ (1,313)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	1,765		2,973		4,017	5,929
Amortization and write off of debt issuance cost					156	87
Amortization and write off of discount on long-term debt					1,585	3,664
Change in contingent consideration from acquisitions					(1,748)	(10,553)
Non-cash lease expense					1,888	2,207
Change in tax receivable agreement liability					0	1,975
Bad debt expense					89	1,163
Equity-based compensation	1,703		2,666		3,687	5,947
Non-cash interest					(976)	(747)
Gain on disposal of assets and lease terminations					(718)	(931)
Change in contingent consideration receivable from Lindora					3,593	0
Impairment of goodwill and other noncurrent assets	0		12,928		0	14,843
Changes in assets and liabilities, net of effect of acquisition:
Accounts receivable					1,432	(11,949)
Inventories					(727)	2,624
Prepaid expenses and other current assets					3,196	(4,146)
Operating lease liabilities					(1,994)	(1,934)
Deferred costs					2,575	2,065
Notes receivable, net					3	1
Accounts payable					(11,173)	(4,662)
Accrued expenses					(20,577)	12,127
Other current liabilities					1	(2,417)
Deferred revenue					(6,407)	(7,335)
Other assets					198	1,296
Other liabilities					1,824	400
Net cash provided by (used in) operating activities					(25,727)	8,341
Cash flows from investing activities:
Purchases of property and equipment					(736)	(1,992)
Purchase of intangible assets					(707)	(803)
Notes receivable issued					0	(173)
Notes receivable payments received					234	108
Net cash used in investing activities					(1,209)	(2,860)
Cash flows from financing activities:
Borrowings from long-term debt, net of original discount issue					0	10,000
Payments on long-term debt					(2,625)	(2,748)
Debt issuance costs					0	(90)
Payment of preferred stock dividend					0	(3,796)
Borrowings from line of credit					10,000	0
Payments of contingent consideration					0	(500)
Payments for taxes related to net share settlement of restricted share units					(1,161)	(2,097)
Proceeds from issuance of common stock in connection with stock-based compensation plans					58	122
Payments for distributions to Pre-IPO LLC Members					(176)	(432)
Loan to shareholder (Note 9)					(35)	0
Net cash provided by financing activities					6,061	459
Increase (decrease) in cash, cash equivalents and restricted cash					(20,875)	5,940
Cash, cash equivalents and restricted cash, beginning of period		$ 45,863		$ 32,739	45,863	32,739	$ 32,739
Cash, cash equivalents and restricted cash, end of period	$ 24,988		$ 38,679		24,988	38,679	$ 45,863
Supplemental cash flow information:
Interest paid					31,129	20,444
Income taxes paid, net					180	233
Non-cash investing and financing activities::
Capital expenditures accrued at period end					167	1,516
Debt issuance costs paid-in-kind-long-term debt					0	10,872
Debt issuance costs exit fees - long-term debt					$ 0	$ 7,248

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current Assets:
Cash, cash equivalents and restricted cash	$ 24,988	$ 45,863
Accounts receivable, net	17,428	18,449
Inventories	2,950	2,222
Prepaid expenses and other current assets	20,169	24,151
Deferred costs, current portion	3,794	3,671
Notes receivable, net	55	290
Total current assets	69,384	94,646
Property and equipment, net	9,418	10,891
Right-of-use assets	11,642	13,736
Goodwill	127,789	127,789
Intangible assets, net	65,229	66,507
Deferred costs, net of current portion	22,162	24,860
Other assets	4,219	7,205
Total assets	309,843	345,634
Current Liabilities:
Accounts payable	15,986	26,282
Accrued expenses	31,126	51,202
Deferred revenue, current portion	17,259	19,324
Line of credit	10,000	0
Current portion of long-term debt	5,250	5,250
Other current liabilities	13,330	13,917
Total current liabilities	92,951	115,975
Deferred revenue, net of current portion	65,225	69,567
Contingent consideration from acquisitions (Note 16)	8,561	10,309
Long-term debt, net of current portion, discount and issuance costs	499,524	500,500
Lease liabilities, net of current portion	10,860	14,243
Other liabilities	8,817	6,993
Total liabilities	685,938	717,587
Commitments and contingencies (Note 16)
Stockholders' equity (deficit):
Additional paid-in capital	443,147	489,732
Receivable from shareholder (Note 10)	(17,502)	(16,603)
Accumulated deficit	(745,382)	(740,520)
Treasury stock, at cost, 75 shares outstanding as of September 30, 2025 and December 31, 2024	(1,697)	(1,697)
Total stockholders' deficit attributable to Xponential Fitness, Inc.	(321,430)	(269,084)
Noncontrolling interests	(54,665)	(102,869)
Total stockholders' deficit	(376,095)	(371,953)
Total liabilities, redeemable convertible preferred stock and stockholders' deficit	309,843	345,634
Redeemable Convertible Preferred Stock
Current Liabilities:
Redeemable convertible preferred stock, $0.0001 par value, 400 shares authorized, none issued and outstanding as of June 30, 2026 and December 31, 2025	0	0
Undesignated Preferred Stock
Stockholders' equity (deficit):
Undesignated preferred stock, $0.0001 par value, 4,600 shares authorized, none issued and outstanding as of June 30, 2026 and December 31, 2025	0	0
Class A Common Stock
Stockholders' equity (deficit):
Common stock	4	3
Class B Common Stock
Stockholders' equity (deficit):
Common stock	$ 0	$ 1