Group 1 - Moore Law, PLLC is investigating potential claims against Xponential Fitness, Inc. due to allegations of misleading investors and financial mismanagement [1] - A report by short-seller Fuzzy Panda indicated that over 50% of Xponential's studios do not achieve positive financial returns and that more than 100 franchises were listed for sale at prices at least 75% lower than their initial costs [1] - Following the publication of the Fuzzy Panda report, Xponential's stock price dropped over 37%, from $25.11 to $15.72, a decline of $9.39 per share [2] Group 2 - An article by Businessweek reported that Xponential misled franchisees, leading to significant financial difficulties, which resulted in a further stock price decline of over 26% over two trading days [2] - The investigation by Moore Law is aimed at holding Xponential's officers and directors accountable for potential breaches of fiduciary duty and corporate misconduct [3]

For the quarter ended June 2024, Xponential Fitness (XPOF) reported revenue of $76.52 million, down 1.1% over the same period last year. EPS came in at -$0.03, compared to $0.07 in the year-ago quarter. The reported revenue represents a surprise of -8.84% over the Zacks Consensus Estimate of $83.93 million. With the consensus EPS estimate being $0.19, the EPS surprise was -115.79%. While investors closely watch year-over-year changes in headline numbers -- revenue and earnings -- and how they compare to Wal ...

Financial Data and Key Metrics Changes - North America run rate average unit volumes (AUVs) increased to $638,000 in Q2 2024, up 10% from $581,000 in the prior-year period [13] - Consolidated revenue for Q2 was $76.5 million, down 1% year-over-year, primarily due to declines in equipment and merchandise revenues [17] - The company recorded a net loss of $13.7 million in Q2 2024, compared to a net income of $27.5 million in the prior-year period [25] Business Line Data and Key Metrics Changes - Franchise revenue increased to $43 million, up 22% year-over-year, driven by higher royalties from increased system-wide sales [18] - Equipment revenue decreased to $12.9 million, down 10% year-over-year, attributed to a higher proportion of installations in less equipment-intensive brands [19] - Merchandise revenue fell to $5.9 million, down 30% year-over-year, due to a slowdown in retail purchases by members [19] Market Data and Key Metrics Changes - North America system-wide sales reached $421.5 million, up 24% year-over-year, with a 7% same-store sales increase [16] - The company ended Q2 with 3,102 global open studios, having opened 108 new studios during the quarter [15] - The company sold 87 licenses globally in Q2, trending lower due to approval delays and regulatory scrutiny [16] Company Strategy and Development Direction - The company will focus on growing its existing portfolio of brands rather than pursuing additional acquisitions [9] - The core focus will be on ensuring the health and profitability of franchisees, which is seen as the greatest determinant of future success [10] - The company plans to refine its operational processes to better support franchisees and improve overall efficiency [34] Management's Comments on Operating Environment and Future Outlook - Management acknowledged short-term disruptions due to leadership changes and regulatory issues, impacting Q2 results and guidance [12] - Despite these challenges, management expressed confidence that these issues would not significantly affect long-term goals [11] - The company expects to see a normalization of same-store sales in the mid to high-single digits for the remainder of the year [49] Other Important Information - The company is winding down the AKT brand, which had eight open studios and was not a significant contributor to revenue [14] - Adjusted EBITDA for Q2 was $25.4 million, slightly up from $25.3 million in the prior-year period, with a margin of approximately 33% [27] - The company anticipates total revenue for 2024 to be between $310 million to $320 million, down from previous guidance [30] Q&A Session Summary Question: What fine-tuning opportunities do you see at Xponential? - Management noted the need for improved internal processes and better communication with franchisees to enhance operational efficiency [34] Question: What are the short-term disruptions affecting the business? - Management indicated a 90-day delay in expected performance due to leadership changes and consumer impacts [40] Question: How do you view international growth opportunities? - Management sees significant potential for brands like Club Pilates to expand internationally, emphasizing the importance of finding strong master franchise partners [37] Question: What is driving the recent decline in merchandise revenue? - Management attributed the decline to a general softness in consumer spending, which has not yet affected membership growth [19][53] Question: What is the outlook for studio openings? - Management expects a total of approximately 300 new studio openings in the second half of the year, with delays primarily due to distractions in Q2 [48] Question: How will pricing strategies affect future revenue? - Management plans to maintain current pricing strategies, with most price increases coming from new members rather than existing ones [68]

Xponential Fitness (XPOF) came out with a quarterly loss of $0.03 per share versus the Zacks Consensus Estimate of $0.19. This compares to earnings of $0.07 per share a year ago. These figures are adjusted for nonrecurring items. This quarterly report represents an earnings surprise of -115.79%. A quarter ago, it was expected that this franchisor of boutique fitness brands would post earnings of $0.18 per share when it actually produced earnings of $0.16, delivering a surprise of -11.11%. Over the last four ...

Xponential Fitness, Inc. Announces Second Quarter 2024 Financial Results • Sold 87 franchise licenses and opened 108 new studios in Q2 2024 • Quarterly run-rate average unit volume (AUV)3 of $638,000 in Q2 2024 grew 10% year-over-year, while total members of 801,000 were up 17% • Lowered guidance for studio openings, revenue and Adjusted EBITDA4 in light of second quarter shortfall and current business conditions IRVINE, Calif., August 1, 2024 – Xponential Fitness, Inc. (NYSE: XPOF) ("Xponential" or the "Co ...

An Industry Player's Expected Results Among the stocks in the Zacks Leisure and Recreation Services industry, Marriott Vacations Worldwide (VAC) is soon expected to post earnings of $1.99 per share for the quarter ended June 2024. This estimate indicates a year-over-year change of -9.1%. This quarter's revenue is expected to be $1.22 billion, up 3.3% from the yearago quarter. Over the last 30 days, the consensus EPS estimate for Marriott Vacations Worldwide has been revised 0.1% down to the current level. N ...

Financial Data and Key Metrics Changes - Adjusted EBITDA margins expanded to 38% of revenue, up from 32% in Q1 2023, driven by growth in studio footprint and leaner operating expenses [7][28] - Net revenues totaled $79.5 million, a 12% increase year-over-year [9] - Adjusted EBITDA was $29.8 million, up 30% from $22.9 million in the prior-year period [28] - The company recorded a net loss of $4.4 million, significantly improved from a net loss of $15 million in Q1 2023 [25] Business Line Data and Key Metrics Changes - North American system-wide sales increased by 25% to over $400 million, with same-store sales up 9% [8][20] - The company ended the quarter with 3,156 global open studios, having opened 111 new studios during Q1 [10] - Franchise revenue grew by 27% year-over-year to $41.8 million, driven by increased royalty revenue [20] Market Data and Key Metrics Changes - Total members in North America grew 17% year-over-year to 783,000, with total studio visits increasing by 18% to 14.9 million [8] - International business accounted for 31% of license sales and 23% of new openings in Q1 [12] Company Strategy and Development Direction - The acquisition of Lindora is expected to enhance access to the broader health and wellness market, with a total addressable market (TAM) in the U.S. estimated at approximately 8,400 studios [11] - The company is focused on optimizing its portfolio of brands and remains open to acquisition and divestiture opportunities [11] - The company aims to reach 40% adjusted EBITDA margins this year and grow to 45% by 2026 [9][28] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the initial demand for Lindora franchises, with nearly 40 licenses sold since March [7] - The company anticipates same-store sales will normalize to mid-to-high single-digit percentages in 2024 [20] - Management expects gradual increases in revenue and adjusted EBITDA throughout the year, similar to 2023 [32] Other Important Information - The company has approximately $160 million in federal and state net tax loss carry-forwards, resulting in a minimal cash tax burden for the coming years [29] - Total long-term debt increased to $331.4 million as of March 31, 2024, primarily due to share repurchases [31] Q&A Session Summary Question: Free cash flow conversion and debt reduction focus - The company expects around $65 million in free cash flow for 2024, prioritizing debt reduction over stock buybacks [37][38] Question: Lindora's market potential and franchisee interest - Management indicated no cannibalization of franchisee interest from Lindora, expecting the TAM to grow significantly over the next few years [39][40] Question: Same-store sales expectations and quarterly cadence - Same-store sales for Q1 were slightly lower than expected, with management anticipating normalization to high single digits by Q4 [44][45] Question: Changes in opening mix by brand - Club Pilates had the highest number of openings in Q1, with expectations for a similar mix throughout 2024 [50][66] Question: Full-year profit outlook and adjusted EBITDA margin progression - Management expects adjusted EBITDA margins to reach around 40% for the year, with a gradual increase in subsequent quarters [53][54]

| --- | --- | --- | --- | --- | --- | --- | |-------|--------------|---------|------------|-------|-------|---------| | | | | | | | | | AI、T | CLUB PILATES | lindora | pure barre | | | YOGASIX | LEGAL DISCLAIMER 2 The information contained in this presentation is provided solely for the purpose of acquainting the readers with Xponential Fitness, Inc. (the "Company," "Xponential" or "we") and its business operations, strategies and financial performance. This presentation and any accompanying oral statements ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the company's unaudited financial statements, management's discussion, market risk disclosures, and internal controls for the reporting period [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited condensed consolidated financial statements for Q1 2024, reflecting total revenues of **$79.5 million**, a net loss of **$4.4 million**, and strategic brand changes Q1 2024 Key Financial Metrics | Metric | Q1 2024 (in thousands) | Q1 2023 (in thousands) | | :--- | :--- | :--- | | **Total Revenue, net** | $79,521 | $70,690 | | **Operating Income (Loss)** | $7,388 | $(7,207) | | **Net Loss** | $(4,356) | $(14,979) | | **Net Loss per Share (Basic & Diluted)** | $(0.30) | $(1.38) | Balance Sheet Summary | Metric | March 31, 2024 (in thousands) | Dec 31, 2023 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | $508,442 | $528,698 | | **Total Liabilities** | $599,927 | $616,832 | | **Total Stockholders' Deficit** | $(214,251) | $(202,794) | Cash Flow Summary | Metric | Q1 2024 (in thousands) | Q1 2023 (in thousands) | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $2,695 | $11,351 | | **Net Cash used in Investing Activities** | $(9,204) | $(2,385) | | **Net Cash used in Financing Activities** | $(3,367) | $(18,201) | | **Cash, Cash Equivalents, and Restricted Cash (End of Period)** | $27,218 | $28,135 | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail accounting policies, the Lindora acquisition, Stride divestiture, Q1 2024 restructuring charges of **$6.9 million**, and ongoing legal and SEC matters - On January 2, 2024, the Company acquired Lindora Franchise, LLC, a wellness brand franchisor, for cash consideration of **$8.5 million**, plus up to **$1.0 million** in contingent consideration[73](index=73&type=chunk) - On February 13, 2024, the Company divested the Stride brand for no consideration and recognized a loss on divestiture of **$279,000**[78](index=78&type=chunk) - The company initiated a restructuring plan in Q3 2023 to exit company-owned transition studios, recognizing total restructuring charges of **$6.9 million** during Q1 2024[162](index=162&type=chunk)[163](index=163&type=chunk) - The company is involved in a federal securities class action lawsuit filed in February 2024 and is cooperating with an SEC investigation that began in December 2023[152](index=152&type=chunk)[154](index=154&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2024 financial performance, noting a **12.5%** revenue increase to **$79.5 million**, strategic brand changes, and Adjusted EBITDA growth to **$29.8 million** [Key Performance Indicators](index=49&type=section&id=Key%20Performance%20Indicators) Key performance indicators for Q1 2024 include system-wide sales of **$401.1 million**, **3,156** global studios, and a **9%** increase in same-store sales Key Performance Indicators (Q1 2024 vs. Q1 2023) | Indicator | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | **System-wide sales ($ millions)** | $401.1 | $321.9 | | **Global studios operating** | 3,156 | 2,762 | | **New studio openings (global)** | 111 | 116 | | **Same store sales** | 9% | 19% | | **AUV (LTM) ($ thousands)** | $621 | $525 | Global Studio Count Change (Q1 2024) | Metric | Count | | :--- | :--- | | **Studios at beginning of period** | 3,072 | | **New studio openings** | 111 | | **Studios no longer operating** | (27) | | **Studios at end of period** | 3,156 | [Results of Operations](index=56&type=section&id=Results%20of%20Operations) Total revenue for Q1 2024 increased by **12.5%** to **$79.5 million**, driven by franchise growth, resulting in an operating income of **$7.4 million** Revenue by Source (Q1 2024 vs. Q1 2023) | Revenue Source | Q1 2024 ($ millions) | Q1 2023 ($ millions) | % Change | | :--- | :--- | :--- | :--- | | Franchise revenue | $41.8 | $33.0 | 26.7% | | Equipment revenue | $13.9 | $13.1 | 6.2% | | Merchandise revenue | $8.2 | $7.2 | 14.1% | | Franchise marketing fund revenue | $7.8 | $6.2 | 26.1% | | Other service revenue | $7.9 | $11.3 | (30.1)% | | **Total revenue, net** | **$79.5** | **$70.7** | **12.5%** | - The increase in franchise revenue was driven by a **9%** rise in same-store sales and **405** net new global studio openings since March 31, 2023[202](index=202&type=chunk) - Acquisition and transaction expenses decreased by **$11.2 million (71%)**, primarily representing a smaller non-cash change in contingent consideration compared to the prior year[212](index=212&type=chunk) [Non-GAAP Financial Measures](index=61&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA, a key non-GAAP measure, increased to **$29.8 million** in Q1 2024, reflecting adjustments to net loss for various non-operating items Reconciliation of Net Loss to Adjusted EBITDA | Line Item (in thousands) | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | **Net loss** | **$(4,356)** | **$(14,979)** | | Interest expense, net | $11,182 | $7,341 | | Income tax benefit | $(47) | $(123) | | Depreciation and amortization | $4,436 | $4,197 | | **EBITDA** | **$11,215** | **$(3,564)** | | Equity-based compensation | $3,942 | $6,056 | | Acquisition and transaction expenses | $4,515 | $15,742 | | Restructuring and related charges | $8,064 | $— | | Other adjustments | $1,815 | $4,638 | | **Adjusted EBITDA** | **$29,830** | **$22,872** | [Liquidity and Capital Resources](index=63&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2024, the company held **$16.7 million** in cash and equivalents, with **$331.4 million** in term loans outstanding, maintaining sufficient liquidity for the next twelve months - As of March 31, 2024, the company had **$16.7 million** of cash and cash equivalents, excluding **$10.5 million** of restricted cash[223](index=223&type=chunk) - The total principal amount outstanding on the Term Loans was **$331.4 million** at March 31, 2024[228](index=228&type=chunk) - Net cash provided by operating activities decreased to **$2.7 million** in Q1 2024 from **$11.4 million** in Q1 2023[231](index=231&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks primarily from variable interest rates on its **$331.4 million** debt, where a **1%** change impacts annual interest expense by approximately **$3.3 million** - The company is exposed to interest rate risk on its **$331.4 million** of variable-rate debt outstanding as of March 31, 2024[238](index=238&type=chunk)[239](index=239&type=chunk) - A hypothetical **1%** change in interest rates would change the company's annual interest expense by approximately **$3.3 million**[239](index=239&type=chunk) [Controls and Procedures](index=65&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2024, with no material changes to internal control over financial reporting during the quarter - Management concluded that as of March 31, 2024, the company's disclosure controls and procedures were effective[241](index=241&type=chunk) - There have been no changes in internal control over financial reporting during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, internal controls[242](index=242&type=chunk) [PART II. OTHER INFORMATION](index=66&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides details on legal proceedings, risk factors, and exhibits filed with the Form 10-Q [Legal Proceedings](index=66&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing legal matters, including a federal securities class action lawsuit, a shareholder derivative lawsuit, and an SEC investigation initiated in December 2023 - The company is a defendant in a federal securities class action lawsuit filed in February 2024 alleging violations of the Exchange Act[152](index=152&type=chunk) - The company is cooperating with an SEC investigation that began on December 5, 2023, after the SEC requested certain information and documents[154](index=154&type=chunk) [Risk Factors](index=66&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2023 - There have been no material changes to the Risk Factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2023[246](index=246&type=chunk) [Exhibits](index=67&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Sixth Amendment to the Credit Agreement and various officer certifications - Key exhibits filed include the Sixth Amendment to the Credit Agreement and certifications from the Principal Executive Officer and Principal Financial Officer[252](index=252&type=chunk)

Exhibit 99.1 Xponential Fitness, Inc. Announces First Quarter 2024 Financial Results IRVINE, Calif. –(BUSINESS WIRE)– Xponential Fitness, Inc. (NYSE: XPOF) ("Xponential" or the "Company"), one of the leading global franchisors of boutique health and wellness brands, today reported financial results for the first quarter ended March 31, 2024. All financial data included in this release refer to global numbers, unless otherwise noted. All KPI information is presented on an adjusted basis to include historical ...