Xponential Fitness, Inc. Files 2023 Annual Report (10-K)

TL;DR

<b>Xponential Fitness, Inc. has filed its annual 10-K report for the fiscal year ended December 31, 2023, detailing its financial performance and business operations.</b>

AI Summary

Xponential Fitness, Inc. (XPOF) filed a Annual Report (10-K) with the SEC on March 4, 2024. Xponential Fitness, Inc. filed its 10-K report for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. Key dates mentioned include the IPO on July 23, 2021, and the BFT Acquisition in 2022. The company's business address is 17877 Von Karman Ave, Suite 100, Irvine, CA 92614. The SIC code for the company is 7990 (Services-Miscellaneous Amusement & Recreation).

Why It Matters

For investors and stakeholders tracking Xponential Fitness, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Xponential Fitness's financial health, operational strategies, and risk factors for the fiscal year 2023, crucial for investors to assess the company's performance and future outlook. The detailed financial data and disclosures within the 10-K are essential for understanding the company's revenue streams, expenses, assets, liabilities, and compliance with regulatory requirements.

Risk Assessment

Risk Level: medium — Xponential Fitness, Inc. shows moderate risk based on this filing. The filing is a 10-K, which is a standard annual report, but the lack of specific financial performance data within the provided text necessitates a neutral assessment of its immediate impact.

Analyst Insight

Review the full 10-K filing for detailed financial statements, management discussion and analysis, and risk factors to form an investment thesis.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported period)
• 2024-03-04 — Filing Date (Date of submission)
• 7990 — SIC Code (Industry classification)
• 001-40638 — SEC File Number (Company's SEC filing identifier)

Key Players & Entities

• Xponential Fitness, Inc. (company) — Filer name
• 20231231 (date) — Fiscal year end
• 20240304 (date) — Filing date
• 17877 VON KARMAN AVE SUITE 100 IRVINE CA 92614 (address) — Business address
• 7990 (industry_code) — Standard Industrial Classification
• DE (state) — State of incorporation
• 001-40638 (filing_id) — SEC file number
• 2021-07-23 (date) — IPO date

FAQ

Industry Context

Xponential Fitness operates within the amusement and recreation services sector, specifically focusing on fitness franchising.

Regulatory Implications

The filing is a 10-K, a mandatory annual report required by the Securities and Exchange Commission (SEC) for publicly traded companies.

What Investors Should Do

1. Analyze the full 10-K document for detailed financial statements and Management's Discussion and Analysis.
2. Identify key performance indicators and trends presented in the report.
3. Assess the company's stated risk factors and their potential impact.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-03-04: Filing Date — Date the 10-K was officially submitted to the SEC.
• 2021-07-23: IPO Date — Significant event related to the company's public offering.

Year-Over-Year Comparison

This is the initial 10-K filing provided in this context, so a comparison to a previous filing is not possible.

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share XPOF New York Stock Excha
• $360,000 — franchisee investment of approximately $360,000 in 2023 and $350,000 in 2022. By utiliz
• $350,000 — t of approximately $360,000 in 2023 and $350,000 in 2022. By utilizing the Xponential Pl
• $500,000 — a weighted average AUV of approximately $500,000 in year two of operations and studio-le
• $8,500,000 — Franchisor"), for cash consideration of $8,500,000. The transaction also includes up to $1
• $1,000,000 — 00. The transaction also includes up to $1,000,000 of contingent consideration which is su
• $9,930,000 — e consideration for the acquisition was $9,930,000. The purchase price consisted of cash c
• $3,467,000 — rice consisted of cash consideration of $3,467,000 and a promissory note with a fair value
• $6,463,000 — a promissory note with a fair value of $6,463,000 payable in two equal installments due o
• $265,000 — ncluding cash payments of approximately $265,000 payable over the next twelve months. Th
• $400,000 — lized monthly revenues of approximately $400,000. Using our model, we expect this to typ

Filing Documents

• xpof-20231231.htm (10-K) — 4612KB
• xpof-ex10_27.htm (EX-10.27) — 100KB
• xpof-ex21_1.htm (EX-21.1) — 35KB
• xpof-ex23_1.htm (EX-23.1) — 2KB
• xpof-ex31_1.htm (EX-31.1) — 16KB
• xpof-ex31_2.htm (EX-31.2) — 16KB
• xpof-ex32_1.htm (EX-32.1) — 10KB
• xpof-ex32_2.htm (EX-32.2) — 10KB
• xpof-ex97.htm (EX-97) — 20KB
• img217408252_0.jpg (GRAPHIC) — 258KB
• 0000950170-24-024250.txt (&nbsp;) — 18343KB
• xpof-20231231.xsd (EX-101.SCH) — 2569KB
• xpof-20231231_htm.xml (XML) — 2937KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 23 Item 1B. Unresolved Staff Comments 59 Item 1C. Cybersecurity 59 Item 2.

Properties

Properties 60 Item 3.

Legal Proceedings

Legal Proceedings 60 Item 4. Mine Safety Disclosures 60 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 61 Item 6. [Reserved] 61 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 62 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 85 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 86 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 130 Item 9A.

Controls and Procedures

Controls and Procedures 130 Item 9B. Other Information 131 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 131 PART III Item 10. Directors, Executive Officers and Corporate Governance 132 Item 11.

Executive Compensation

Executive Compensation 132 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 132 Item 13. Certain Relationships and Related Transactions, and Director Independence 132 Item 14. Principal Accounting Fees and Services 132 PART IV Item 15. Exhibits, Financial Statement Schedules 133 Item 16. Form 10-K Summary 135

Signatures

Signatures 136 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Rep ort on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements reflect, among other things, our current expectations and anticipated results of operations, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. Therefore, any statements contained herein that are not statements of historical fact may be forward-looking statements and should be evaluated as such. Without limiting the foregoing, the words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "should," "would," "could," "will," "likely" and the negative thereof and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in "Item 1A. – Risk Factors," of this report. Unless legally required, we assume no obligation to update any such forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. 3 PART I

Business

Item 1. Business. Overview Xponential Fitness, Inc. (the "Company" or "XPO Inc.") through its principal operating subsidiary, Xponential Fitness LLC ("XPO LLC") is the largest global franchisor of boutique fitness brands. We operate a diversified platform of ten brands spanning across verticals including Pilates, indoor cycling, barre, stretching, rowing, dancing, boxing, running, functional training and yoga. In partnership with its franchisees and master franchisees, XPO LLC offers energetic, accessible, and personalized workout experiences led by highly qualified instructors in studio locations throughout North America and internationally, with franchise, master franchise and international expansion agreements in 49 U.S. states and 22 additional countries as of December 31, 2023. The Company's portfolio of brands includes Club Pilates, the largest Pilates brand in the United States; CycleBar, the largest indoor cycling brand in the United States; StretchLab, a concept offering one-on-one and group stretching services; Row House, the largest franchised indoor rowing brand in the United States; AKT, a dance-based cardio workout combining toning, interval and circuit training; YogaSix, the largest franchised yoga brand in the United States; Pure Barre, a total body workout that uses the ballet barre to perform small isometric movements, and the largest barre brand in the United States; Stride, a treadmill-based cardio and strength training concept; Rumble, a boxing-inspired full-body workout; and BFT, a functional training and strength-based program. The foundation of our business is our strong partnerships with franchisees. We provide franchisees with extensive support to help maximize the performance of their studios and enhance their return on investment. In turn, we have found that this partnership accelerates our growth and increases our profitability. We believe our unique combination of a scaled multi-brand offering, resilient franchise model with stron

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View this 10-K filing on SEC EDGAR