Business Overview - Xponential Fitness is the leading global franchisor in the \$20 billion+ boutique fitness industry[8, 15] - The company has 10 brands across high-growth fitness modalities in 2,485 locations[8] - Xponential Fitness's mission is to make boutique fitness accessible to everyone[8] Financial Highlights - The company's last twelve months (LTM) revenue is \$223 million[16] - The company's LTM Adjusted EBITDA is \$61 million, a 122% increase compared to 2021[16] - System-wide sales for the last twelve months reached \$952 million, a 34% increase compared to 2021[18] Growth and Expansion - The company has over 2,400 global studios open, a 17% increase compared to 2021[18] - Xponential Fitness has over 5,100 global licenses sold, a 17% increase compared to 2021[18] - The company estimates a potential for approximately 7,900 studios in the US alone[42]

Studio Operations and Expansion - As of September 30, 2022, the company had 2,219 studios open in North America and 266 studios open internationally, with franchisees contractually committed to open an additional 1,919 and 920 studios, respectively[197] - Open studios increased from 2,032 in Q3 2021 to 2,485 in Q3 2022, representing a growth of 22.3%[212] - The number of new studio openings for the nine months ended September 30, 2022, was 355, up from 236 in the same period of 2021, a growth of 50.4%[213] - The company is focused on international expansion and has developed relationships with master franchisees to drive growth outside North America[209] - The company has 920 remaining studios obligated to open internationally under master franchise agreements as of September 30, 2022[213] Financial Performance - System-wide sales for the three months ended September 30, 2022, were $264.8 million, a 37.4% increase from $192.7 million in the same period of 2021[211] - Total revenue for the three months ended September 30, 2022, was $63.8 million, an increase of $22.9 million or 56.0% compared to $40.9 million in the same period of 2021[232] - Total revenue for the nine months ended September 30, 2022, was $173.7 million, an increase of $68.0 million or 64.3% compared to the same period in 2021[249] - The net loss for Q3 2022 was $(13,056,000), compared to $(8,904,000) in Q3 2021, indicating a worsening financial position despite growth in other metrics[227] - Net loss for the three months ended September 30, 2022, was $13.1 million, compared to a net loss of $8.9 million in the same period of 2021[240] Revenue Breakdown - Franchise revenue increased to $30.0 million, up $10.0 million or 50.1% from $19.9 million in the prior year, driven by a 17% increase in same store sales and 453 new studio openings globally[233] - Equipment revenue rose to $11.8 million, a $5.0 million increase or 74.4% from $6.8 million in the previous year, with 136 global equipment installations compared to 76 in the prior year[234] - Other service revenue surged to $10.6 million, reflecting a $5.0 million increase or 90.2% from $5.5 million in the same quarter of 2021, primarily due to increased vendor commission revenue[237] - Franchise revenue increased to $83.1 million, up $31.6 million or 61.4% year-over-year, driven by a 28% increase in same store sales and 453 new studio openings[250] - Equipment revenue surged to $31.9 million, a 105.1% increase from $15.6 million in the prior year, attributed to 376 global equipment installations[251] Cost and Expenses - Total operating costs and expenses for the three months ended September 30, 2022, were $74.2 million, an increase of $30.0 million or 68.0% from $44.2 million in the same period of 2021[238] - Selling, general and administrative expenses increased to $32.8 million, up $8.6 million or 35.4% from $24.3 million in the prior year, largely due to increased legal expenses and impairment charges[241] - Acquisition and transaction expenses rose significantly to $16.3 million, compared to $2.9 million in the same quarter of 2021, reflecting non-cash changes in contingent consideration related to past acquisitions[244] - Total operating costs and expenses for the nine months ended September 30, 2022, were $162.8 million, an increase of $53.1 million or 48.5% compared to the previous year[256] Cash Flow and Financing - Cash provided by operating activities for the nine months ended September 30, 2022, was $37.5 million, a significant increase of $33.5 million compared to $3.9 million in the same period of 2021[282] - Cash used in investing activities increased to $11.6 million for the nine months ended September 30, 2022, compared to $4.0 million in the same period of 2021, primarily due to increased purchases of property and equipment[283] - Cash used in financing activities was $16.3 million for the nine months ended September 30, 2022, a decrease from cash provided of $14.3 million in the same period of 2021, reflecting a net increase in cash used of $30.6 million[284] - The company anticipates that its available cash and cash generated from operations will be sufficient to meet its debt service requirements and working capital needs for at least the next twelve months[268] - As of September 30, 2022, the company had $27.5 million in cash and cash equivalents, excluding $3.4 million in restricted cash for marketing purposes[267] Other Financial Metrics - Adjusted EBITDA for Q3 2022 was $20,003,000 compared to $6,829,000 in Q3 2021, reflecting a significant increase of 194%[227] - The average unit volume (AUV) for the last twelve months as of September 30, 2022, was $475, up from $355 in the same period of 2021, representing a 33.9% increase[211] - Same store sales increased by 17% for the three months ended September 30, 2022, compared to a 65% increase in the same period of 2021[211] - Average Unit Volume (AUV) growth is primarily driven by changes in same store sales and influenced by new studio openings[220] - Same store sales comparisons are made for studios open for at least 13 months, providing insights into existing studio performance[221]

Xponential Fitness, Inc. (NYSE:XPOF) Q2 2022 Earnings Conference Call August 11, 2022 4:30 PM ET Company Participants Kimberly Esterkin – Investor Relations Anthony Geisler – Chief Executive Officer Sarah Luna – President John Meloun – Chief Financial Officer Conference Call Participants Alex Perry – Bank of America Brian Harbour – Morgan Stanley Jonathan Komp – Baird Randy Konik – Jefferies John Heinbockel – Guggenheim Securities Warren Cheng – Evercore ISI Joe Altobello – Raymond James George Kelly – ROTH ...

Company Overview - Xponential Fitness operates as the leading global franchisor in the boutique fitness industry, estimated at over $20 billion[8, 15] - The company has over 2,300 global studios open and over 4,900 global licenses sold as of June 30, 2022, representing an 11% and 12% increase compared to 2021, respectively[8, 18] - Xponential Fitness boasts a diverse portfolio of 10 brands across high-growth fitness modalities[8] Financial Performance - The company's last twelve months (LTM) revenue reached $200 million, with LTM Adjusted EBITDA of $48 million, marking a 29% and 74% increase compared to 2021, respectively[16] - In the first half of 2022, recurring revenue accounted for 69% of the total revenue, which reached $110 million[64, 65] - North America system-wide sales for the LTM period reached $880 million, a 24% increase compared to 2021[18] Growth Strategies - A key strategy involves growing the franchised studio base across all brands in North America, with potential for approximately 7,900 studios in the US alone[39, 41] - The company aims to expand its brands and studio base internationally, leveraging experienced master franchisees[37, 43] - Xponential Fitness intends to drive system-wide same-store sales and grow average unit volumes through initiatives like XPASS and XPLUS[37, 46] Franchisee Economics - The estimated initial investment for a franchisee is approximately $350,000, net of tenant improvement benefits[35] - Standalone studios are designed to achieve average annual revenue of approximately $500,000 in year 2, with operating margins between 25% and 30%[35] - Franchisees can expect a payback period of around 2.5 years and a cash-on-cash return of approximately 40%[35]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section covers unaudited financial statements, management's analysis, market risk, and internal controls [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Xponential Fitness's unaudited condensed consolidated financial statements and detailed notes for Q2 2022 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $463.2 million as of June 30, 2022, driven by higher current assets and intangibles, while stockholders' deficit decreased Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash, cash equivalents and restricted cash | $29,267 | $21,320 | | Total current assets | $76,289 | $51,226 | | Goodwill | $169,073 | $169,073 | | Intangible assets, net | $142,670 | $136,863 | | **Total assets** | **$463,236** | **$415,544** | | **Liabilities & Equity** | | | | Total current liabilities | $85,934 | $65,893 | | Long-term debt, net | $126,823 | $127,983 | | Total liabilities | $368,583 | $349,123 | | Total stockholders' deficit | $(105,347) | $(210,469) | | **Total liabilities, redeemable convertible preferred stock and deficit** | **$463,236** | **$415,544** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a net income of $31.5 million in Q2 2022, driven by 66.5% revenue growth and a non-cash gain from contingent consideration Statement of Operations Highlights (in thousands) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Total revenue, net | $59,560 | $35,775 | $109,922 | $64,840 | | Operating income (loss) | $36,142 | $(392) | $21,368 | $(613) | | Net income (loss) | $31,477 | $(8,001) | $16,298 | $(12,751) | | Net income (loss) attributable to Xponential Fitness, Inc. | $16,834 | $(8,001) | $9,315 | $(12,751) | | Diluted EPS | $0.50 | N/A | $0.26 | N/A | - A significant driver of operating income in Q2 2022 was a non-cash income of **$31.6 million** from 'Acquisition and transaction expenses (income)', which reflects a change in the fair value of contingent consideration[11](index=11&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities significantly improved to $26.2 million for the six months ended June 30, 2022, reflecting increased profitability Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $26,194 | $510 | | Net cash used in investing activities | $(5,635) | $(2,113) | | Net cash provided by (used in) financing activities | $(12,612) | $10,507 | | **Net increase in cash, cash equivalents and restricted cash** | **$7,947** | **$8,904** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail accounting policies, post-IPO structure, acquisitions, debt, lease accounting, and contingencies - The company operates a portfolio of **ten fitness brands** and completed its IPO on **July 23, 2021**, now operating as a holding company with a majority interest in XPO LLC[22](index=22&type=chunk)[24](index=24&type=chunk) - The company adopted the new lease accounting standard (Topic 842) on January 1, 2022, recognizing **$17.6 million** of right-of-use assets and a corresponding lease obligation of **$21.8 million**[51](index=51&type=chunk) - Acquisitions are a key part of the strategy, with **BFT** acquired in **October 2021** and **Rumble** in **March 2021**, involving cash, equity, and significant contingent consideration liabilities remeasured quarterly[63](index=63&type=chunk)[73](index=73&type=chunk)[79](index=79&type=chunk) - As of June 30, 2022, the company had **$131.7 million** in outstanding long-term debt under its Term Loan Facility, with quarterly principal payments required[99](index=99&type=chunk)[112](index=112&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2022 financial performance, highlighting strong revenue growth, pandemic recovery, and key operational metrics [Overview and COVID-19 Impact](index=32&type=section&id=Overview%20and%20COVID-19%20Impact) The company, a leading global fitness franchisor, shows strong recovery from COVID-19, with members and visits surpassing pre-pandemic levels - As of June 30, 2022, the company had **2,123 studios** open in North America and **234 internationally**, with a total of **4,935 global franchise licenses** sold[183](index=183&type=chunk)[202](index=202&type=chunk) - The business has recovered significantly from the pandemic, with actively paying members and membership visits in Q2 2022 surpassing pre-pandemic levels (Q4 2019) by **39%** and **46%** respectively[189](index=189&type=chunk) [Key Performance Indicators and Non-GAAP Measures](index=35&type=section&id=Key%20Performance%20Indicators%20and%20Non-GAAP%20Measures) Key performance indicators show strong growth in Q2 2022, with system-wide sales reaching $249.8 million and Adjusted EBITDA increasing to $17.6 million Key Performance Indicators (Q2 2022 vs Q2 2021) | Indicator | Q2 2022 | Q2 2021 | | :--- | :--- | :--- | | System-wide sales | $249.8M | $172.0M | | Number of new studios openings globally, net | 128 | 77 | | Number of studios operating globally (cumulative) | 2,357 | 1,952 | | AUV (LTM as of period end) | $457k | $313k | | Same store sales | 25% | 129% | | Adjusted EBITDA | $17.6M | $8.3M | Adjusted EBITDA Reconciliation (in thousands) | Line Item | Q2 2022 | Q2 2021 | | :--- | :--- | :--- | | Net income (loss) | $31,477 | $(8,001) | | EBITDA | $39,721 | $5,722 | | Adjustments | $(22,085) | $2,612 | | **Adjusted EBITDA** | **$17,636** | **$8,334** | [Results of Operations Comparison](index=39&type=section&id=Results%20of%20Operations%20Comparison) Q2 2022 total revenue grew 66.5% to $59.6 million, with operating income significantly improving due to a non-cash gain on contingent consideration Revenue by Source - Three Months Ended June 30 (in thousands) | Revenue Source | 2022 | 2021 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Franchise revenue | $27,622 | $17,764 | $9,858 | 55.5% | | Equipment revenue | $12,381 | $4,755 | $7,626 | 160.4% | | Merchandise revenue | $6,753 | $4,509 | $2,244 | 49.8% | | Franchise marketing fund revenue | $4,937 | $3,314 | $1,623 | 49.0% | | Other service revenue | $7,867 | $5,433 | $2,434 | 44.8% | | **Total revenue, net** | **$59,560** | **$35,775** | **$23,785** | **66.5%** | - The increase in franchise revenue was driven by a **25%** increase in same-store sales and **405 new global studio openings** since June 30, 2021[220](index=220&type=chunk) - Selling, general and administrative (SG&A) expenses increased by **38.3%** to **$29.3 million** in Q2 2022, mainly due to higher equity-based compensation (**$4.0 million**) and legal expenses (**$3.0 million**)[227](index=227&type=chunk) - Interest expense decreased by **75.3%** to **$2.9 million** in Q2 2022, primarily due to a lower average debt balance and the absence of significant debt extinguishment costs incurred in Q2 2021[232](index=232&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity with $27.1 million in cash and $131.7 million in outstanding debt, supported by strong operating cash flow - The company held **$27.1 million** of cash and cash equivalents as of June 30, 2022, excluding **$2.2 million** of restricted cash[254](index=254&type=chunk) - The outstanding balance on the Term Loan Facility was **$131.7 million** as of June 30, 2022, with which the company was in compliance with related covenants[260](index=260&type=chunk)[264](index=264&type=chunk) Summary Cash Flow (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $26,194 | $510 | | Net cash used in investing activities | $(5,635) | $(2,113) | | Net cash used in/provided by financing activities | $(12,612) | $10,507 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has indicated that this item is not applicable for this reporting period - Not applicable[273](index=273&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal controls - Management concluded that as of June 30, 2022, the company's disclosure controls and procedures were **effective** at a reasonable assurance level[274](index=274&type=chunk) - **No material changes** to internal control over financial reporting occurred during the quarter ended June 30, 2022[275](index=275&type=chunk) [PART II. OTHER INFORMATION](index=48&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, other information, and exhibits [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, including a settled case and ongoing patent infringement claims related to an acquisition - A complaint filed by Get Kaisered Inc. was **settled in February 2022**, with the settlement amount paid in full in March 2022[170](index=170&type=chunk) - In relation to the **BFT acquisition**, the company is indemnifying the seller for **patent infringement claims**, with related claims still **pending in the U.S.** District Court for Delaware despite a favorable Australian ruling[171](index=171&type=chunk) [Item 1A. Risk Factors](index=48&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, 2021 - **No material changes** to the previously disclosed Risk Factors have occurred[279](index=279&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[281](index=281&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[284](index=284&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including certifications and Inline XBRL data files - Exhibits filed include **CEO and CFO certifications** and **XBRL data files**[286](index=286&type=chunk)

ЖРОПЕЙТІАЦ INVESTOR PRESENTATION JUNE 2022 lli ® IN G ( AI、T 9 W BFT 6 LEGAL DISCLAIMER 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 is not an offer to sell nor is it a solicitation of any offer to buy any securities and conveys no right, title or interest i ...

Xponential Fitness, Inc. (NYSE:XPOF) Q1 2022 Earnings Conference Call May 12, 2022 4:30 PM ET Company Participants Kimberly Esterkin – Investor Relations Anthony Geisler – Chief Executive Officer Sarah Luna – President John Meloun – Chief Financial Officer Conference Call Participants Joe Altobello – Raymond James John Heinbockel – Guggenheim Partners Brian Harbour – Morgan Stanley Alex Perry – Bank of America Merrill Lynch Warren Cheng – Evercore ISI Matt Egger – Piper Sandler Jonathan Komp – Baird Operato ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q For the transition period from to Commission File Number: 001-40638 Xponential Fitness, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 84-4395129 (State or other jurisdiction of incorporation or organization) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) ...

Xponential Fitness Overview - Xponential Fitness operates in the boutique fitness industry, estimated to be over $20 billion[8] - The company has over 2,100 global studios open and over 4,400 global licenses sold[18] - System-wide sales reached $710 million in 2021, a 60% increase compared to 2020[18] - The total membership base is approximately 449,000, a 49% increase compared to 2020[18] Financial Performance and Growth - Xponential Fitness reported $155 million in revenue for 2021, with over 75% being recurring[56] - The company's Q4 2021 run-rate AUV (Average Unit Volume) was $446,000, a 56% increase compared to Q4 2020[18] - Same store sales increased by 41% in 2021[58] - Adjusted EBITDA for 2021 was $27 million[68] Expansion and Future Outlook - Xponential Fitness anticipates opening between 500 and 520 new franchised studios globally in 2022[89] - The company projects North American system-wide sales between $995 million and $1005 million in 2022[89] - Revenue for 2022 is projected to be between $201 million and $211 million[89] - Adjusted EBITDA is projected to be between $67 million and $71 million in 2022[89]

Impact of COVID-19 - The ongoing COVID-19 pandemic has significantly impacted the company's revenue generation, with franchisees temporarily closing almost all studios system-wide in mid-March 2020[148]. - Franchisees have experienced a decrease in net membership base due to the pandemic, adversely affecting royalty payments and overall financial performance[149]. - The company relies heavily on franchisees for timely royalty payments, and disruptions in their operations may materially affect cash flows and financial condition[149]. - New studio openings have been delayed due to social distancing and construction restrictions, impacting the company's growth strategy[150]. - The company may face increased operational costs due to regulatory restrictions related to the pandemic, such as mask and vaccine mandates[148]. - The uncertainty surrounding the pandemic's future impact on operations and financial performance remains high, with potential adverse effects on franchisees and overall business[154]. - The company may require additional capital to support business growth and objectives, which could be affected by the pandemic's impact on credit markets[152]. Financial Performance and Condition - The company incurred a net loss of $51.4 million, $13.6 million, and $37.1 million for the years ended December 31, 2021, 2020, and 2019, respectively, resulting in a total accumulated deficit of $643.8 million as of December 31, 2021[171]. - The company has total indebtedness of $134.2 million as of December 31, 2021[275]. - The company's substantial indebtedness could limit its ability to pursue growth strategies and may adversely affect financial condition[155]. - The company’s substantial level of indebtedness could limit its ability to pursue growth strategies and increase vulnerability to adverse economic conditions[276]. - The financial condition of XPO Holdings and its subsidiaries could limit their ability to make distributions, adversely affecting the company's liquidity and financial condition[292]. - The company may face adverse outcomes from audits of its income, sales, and other transaction taxes, which could negatively impact its financial condition and results of operations[286]. Franchise Operations and Challenges - As of December 31, 2021, the company had 1,556 franchisees operating 1,954 open studios in North America and nine master franchisees with 176 studios operating internationally[159]. - The company has 1,806 studios in North America contractually obligated to be opened under existing franchise agreements and 956 licenses to be sold internationally via master franchise agreements as of December 31, 2021[166]. - Franchisees face challenges in opening new studios, including availability and cost of financing, suitable studio locations, and competition for studio sites[161]. - Franchise agreements typically have a ten-year term, with no single franchisee accounting for more than 5% of total revenue, highlighting a diversified revenue stream[197]. - Franchisees may incur rising costs related to construction and maintenance, which could adversely affect the attractiveness of the franchise model[174]. - Franchisees may struggle to attract and retain customers, which could adversely affect the company's revenue from royalties and franchise fees[208]. Growth Strategy and Market Conditions - The company’s growth strategy relies on the ability to identify, recruit, and enter into agreements with a sufficient number of qualified franchisees[162]. - The company’s expansion into international markets is in early stages and may be affected by local economic and market conditions[170]. - The number of new studios that actually open may differ materially from the number of studio licenses sold, with historical termination rates of 302 licenses in North America[166]. - Opening new studios in close proximity to existing studios may negatively impact existing studios' revenue and profitability[179]. - The company operates in a highly competitive market with significant competition from other fitness studios, personal trainers, and online fitness services, which may intensify in the future[205][206]. Legal and Regulatory Risks - The company may face litigation risks related to franchisee operations, which could increase costs and negatively impact brand reputation[191]. - Compliance with various laws and regulations is critical, as failure to do so could result in fines, penalties, and a reduction in anticipated royalty or franchise revenue[213]. - The company may face significant risks related to compliance with anti-corruption and anti-money laundering laws, which could result in substantial civil and/or criminal fines[266]. - The company must comply with various health and fitness regulations, and failure to do so could delay studio openings and harm business operations[284]. Management and Governance - The company’s management team has limited experience managing a public company, which may affect its ability to meet regulatory obligations[267]. - The company is a "controlled company," with the Continuing Pre-IPO LLC Members holding a majority of the voting power, which may affect corporate governance[312]. - The company has opted out of certain corporate governance requirements, which may not provide the same protections to stockholders as other companies[312]. - Compliance with public company reporting requirements may strain resources and distract management, potentially impacting business operations[319]. Capital and Financing - The company may require additional capital for growth, which could lead to stockholder dilution if raised through equity or convertible debt securities[257]. - The Convertible Preferred stock requires the company to pay a quarterly cash dividend of 6.5% or increase the liquidation preference at a rate of 7.5% in lieu of cash dividends, impacting the ability to pay dividends on Class A common stock[289]. - The company relies on distributions from XPO Holdings, in which it holds a 62% ownership interest, to cover taxes, expenses, and potential dividends[291]. - Payments under the TRA may exceed actual cash tax savings, potentially impacting liquidity[303]. Operational Risks - The company is highly dependent on key personnel, particularly the CEO, and the loss of such individuals could impair operational management and competitive ability[199]. - The company relies heavily on information systems provided by a single supplier, and any failure in these systems could disrupt operations and damage reputation[222]. - A cybersecurity breach could result in significant liability, costly litigation, and damage to the company's reputation[227]. - The company and its franchisees depend on third-party service providers to protect their systems against security breaches, which could lead to operational delays and reduced efficiency[225]. Consumer Behavior and Market Trends - Shifts in consumer behavior towards in-home fitness solutions may reduce demand for in-person fitness classes, adversely impacting the company's business[156]. - The company's success depends on its ability to anticipate and satisfy changing consumer preferences in health, fitness, and wellness, with potential impacts on revenue if new offerings are not accepted[210]. - Macroeconomic conditions, including inflation and unemployment, could adversely affect discretionary spending and demand for the company's services and products[198]. Miscellaneous Risks - The company faces potential health and safety claims related to customer injuries at studios, which could adversely affect its reputation and financial condition[221]. - The company has identified material weaknesses in internal controls over financial reporting for the years ended December 31, 2020, and 2019, which have since been remediated as of December 31, 2021[327]. - The company has experienced fluctuations in quarterly results and operating metrics, making future performance difficult to predict[249]. - The use of social media poses risks to the company's reputation, as negative commentary can spread quickly and impact consumer perception[255].