Xponential Fitness, Inc. Announces Fourth Quarter and Full Year 2022 Financial Results
Xponential Fitness, Inc. (NYSE: XPOF) reported impressive financial results for Q4 and the full year of 2022. Q4 revenue surged 44% to $71.3 million, while full-year revenue increased 58% to $245.0 million. North America system-wide sales also grew significantly, jumping 38% in Q4 and 46% for the full year. Despite posting a net loss of $0.4 million in Q4, a notable improvement from a $29.8 million loss the previous year, adjusted net income reached $6.8 million. The company anticipates continued growth for 2023, projecting an 8% rise in new studio openings and an 18% increase in revenue.
- Q4 2022 revenue grew 44% to $71.3 million.
- Full year 2022 revenue increased 58% to $245.0 million.
- North America system-wide sales rose 38% in Q4 and 46% for the full year.
- Adjusted EBITDA increased to $22.2 million in Q4, up from $8.6 million.
- Projected 2023 revenue growth of 18% and 30% growth in system-wide sales.
- Reported a net loss of $0.4 million in Q4 compared to a loss of $29.8 million in Q4 2021.
- Same store sales growth decreased from 53% in Q4 2021 to 17% in Q4 2022.
- Increased non-cash equity-based compensation expense by $19.3 million in FY 2022.
-
Grew Q4 2022 revenue
44% andNorth America system-wide sales38% , compared to Q4 2021 -
Grew full year 2022 revenue
58% andNorth America system-wide sales46% , compared to full year 2021, exceeding the high end of the guidance range - Sold 1,026 franchise licenses and opened 511 new studios in 2022
-
For full year 2023, Company expects
8% growth in net new studio openings,30% growth in system-wide sales,18% growth in revenue and39% growth in Adjusted EBITDA, at the midpoint of its guidance ranges
Financial Highlights: Q4 2022 Compared to Q4 2021
-
Grew revenue
44% to .$71.3 million -
Increased North America system-wide sales1 by38% to .$294.1 million -
Reported North America same store sales2 growth of17% , compared to growth of53% . -
Reported North America quarterly run-rate average unit volume (AUV)3 of , compared to$522,000 .$446,000 -
Posted net loss of
, or a loss of$0.4 million per share, on a share count of 26.8 million shares of Class A Common Stock, compared to a net loss of$1.13 , or a loss of$29.8 million per basic share, on a share count of 22.6 million shares of Class A Common Stock.$2.45 -
Posted adjusted net income of
, or$6.8 million per basic share, compared to an adjusted net loss of$0.07 , or a loss of$6.1 million per basic share.$0.21 -
Reported Adjusted EBITDA4 of
, compared to$22.2 million .$8.6 million
Financial Highlights: FY 2022 Compared to FY 2021
-
Grew revenue
58% to .$245.0 million -
Increased North America system-wide sales1 by46% to .$1.03 billion -
Reported North America same store sales2 growth of25% , compared to growth of41% . -
Posted net income of
, or a loss of$2.9 million per share, on a share count of 25.3 million shares of Class A Common Stock, compared to a net loss of$0.87 , or$51.4 million per share, on a share count of 22.4 million shares of Class A Common Stock.$2.85 -
Posted Adjusted Net Income of
, or a loss of$9.5 million per share, compared to an Adjusted Net Loss of$0.07 , or$24.4 million per share.$0.80 -
Reported Adjusted EBITDA4 of
, compared to$74.3 million .$27.3 million
“During 2022, we opened a new studio approximately every 17 hours, and system-wide sales surpassed
Results for the Fourth Quarter Ended
For the fourth quarter of 2022, total revenue increased
Net loss totaled
Consistent with previous periods, the Rumble acquisition non-cash contingent consideration liability is marked-to-market based on Xponential’s share price, contributing to an
Adjusted Net Loss for the fourth quarter 2022, which excludes the
Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, adjusted for equity-based compensation and related employer payroll taxes, acquisition and transaction expenses, management fees, integration and related expenses, litigation expenses, employee retention credit, secondary public offering expenses, tax receivable agreement re-measurement, and impairment of brand assets, increased to
Results for the Full Year Ended
For the full year 2022, total revenue increased
Net income totaled
Adjusted Net Income for the full year 2022, which excludes
Adjusted EBITDA as defined above increased to
Liquidity and Capital Resources
As of
2023 Outlook
The Company is initiating full-year 2023 outlook, which compares to 2022 results as follows:
-
Net new studio openings in the range of 540 to 560, or an increase of
8% at the midpoint; -
North America system-wide sales in the range of to$1.34 billion , or an increase of$1.35 billion 30% at the midpoint; -
Revenue in the range of
to$285.0 million , or an increase of$295.0 million 18% at the midpoint; and -
Adjusted EBITDA in the range of
to$101.0 million , or an increase of$105.0 million 39% at the midpoint.
Additional key assumptions for full year 2023 include:
- Tax rate in the mid-to-high single digits;
- Share count of 32.3 million shares of Class A Common Stock for the GAAP EPS and Adjusted EPS calculations. A full explanation of the Company’s share count calculation and associated EPS and Adjusted EPS calculations can be found in the tables at the end of this press release; and
-
in quarterly dividends paid related to the Company’s Convertible Preferred Stock.$1.9 million
Fourth Quarter and Full Year 2022 Conference Call
The Company will host a conference call today at
A live webcast of the conference call will also be available on the Company’s Investor Relations site at https://investor.xponential.com/. For those unable to participate in the conference call, a telephonic replay of the call will be available shortly after the completion of the call, until
About
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we believe non-GAAP measures are useful in evaluating our operating performance. We use certain non-GAAP financial information, such as EBITDA, Adjusted EBITDA, adjusted net income (loss), and adjusted net earnings (loss) per share, which exclude certain non-operating or non-recurring items, including but not limited to, equity-based compensation expenses and related employer payroll taxes, acquisition and transaction related expenses, litigation expenses, secondary public offering expenses, impairment of brand assets and employee retention credit, that we believe are not representative of our core business or future operating performance, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively with comparable GAAP financial measures, is helpful to investors because it provides consistency and comparability with past financial performance and provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. We seek to compensate such limitations by providing a detailed reconciliation for the non-GAAP financial measures to the most directly comparable financial measures stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business. For a reconciliation of non-GAAP to GAAP measures discussed in this release, please see the tables at the end of this press release. In addition, we are not able to provide a quantitative reconciliation of the estimated full-year Adjusted EBITDA for fiscal year ending
Forward-Looking Statements
This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated financial performance. These forward-looking statements include, without limitation, statements relating to expected growth of our business; projected number of net new studio openings; anticipated industry trends; projected financial and performance information such as system-wide sales; projected annual revenue, Adjusted EBITDA and other statements under the section “2023 Outlook”; our competitive position in the boutique fitness industry; and ability to execute our business strategies. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, the impact of the COVID-19 pandemic on our business and franchisees; our relationships with master franchisees, franchisees and international partners; difficulties and challenges in opening studios by franchisees; the ability of franchisees to generate sufficient revenues; risks relating to expansion into international markets; loss of reputation and brand awareness; material weakness in our internal control over financial reporting; and other risks as described in our
Consolidated Balance Sheets (in thousands, except per share amounts) |
||||||||
|
2022 |
|
|
2021 |
|
|||
Assets | ||||||||
Current Assets: | ||||||||
Cash, cash equivalents and restricted cash | $ |
37,370 |
|
$ |
21,320 |
|
||
Accounts receivable, net |
|
25,555 |
|
|
11,702 |
|
||
Inventories |
|
10,864 |
|
|
6,928 |
|
||
Prepaid expenses and other current assets |
|
6,294 |
|
|
5,271 |
|
||
Deferred costs, current portion |
|
4,131 |
|
|
3,712 |
|
||
Notes receivable from franchisees, net |
|
1,520 |
|
|
2,293 |
|
||
Total current assets |
|
85,734 |
|
|
51,226 |
|
||
Property and equipment, net |
|
18,524 |
|
|
12,773 |
|
||
Right-of-use assets |
|
30,079 |
|
|
— |
|
||
|
165,697 |
|
|
169,073 |
|
|||
Intangible assets, net |
|
137,175 |
|
|
136,863 |
|
||
Deferred costs, net of current portion |
|
43,620 |
|
|
42,015 |
|
||
Notes receivable from franchisees, net of current portion |
|
1,067 |
|
|
3,041 |
|
||
Other assets |
|
795 |
|
|
553 |
|
||
Total assets | $ |
482,691 |
|
$ |
415,544 |
|
||
Liabilities, redeemable convertible preferred stock and equity (deficit) | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ |
16,185 |
|
$ |
14,905 |
|
||
Accrued expenses |
|
12,295 |
|
|
21,045 |
|
||
Deferred revenue, current portion |
|
31,996 |
|
|
22,747 |
|
||
Notes payable |
|
— |
|
|
983 |
|
||
Current portion of long-term debt |
|
3,035 |
|
|
2,960 |
|
||
Other current liabilities |
|
9,265 |
|
|
3,253 |
|
||
Total current liabilities |
|
72,776 |
|
|
65,893 |
|
||
Deferred revenue, net of current portion |
|
109,465 |
|
|
95,691 |
|
||
Contingent consideration from acquisitions |
|
28,182 |
|
|
54,881 |
|
||
Long-term debt, net of current portion, discount and issuance costs |
|
133,039 |
|
|
127,983 |
|
||
Lease liability |
|
30,583 |
|
|
— |
|
||
Other liabilities |
|
8,633 |
|
|
4,675 |
|
||
Total liabilities |
|
382,678 |
|
|
349,123 |
|
||
Commitments and contingencies | ||||||||
Redeemable convertible preferred stock, |
|
308,075 |
|
|
276,890 |
|
||
Stockholders' equity (deficit): | ||||||||
Undesignated preferred stock, |
|
— |
|
|
— |
|
||
Class A common stock, |
|
3 |
|
|
2 |
|
||
Class B common stock, |
|
2 |
|
|
2 |
|
||
Additional paid-in capital |
|
505,186 |
|
|
— |
|
||
Receivable from shareholder |
|
(16,369 |
) |
|
(10,600 |
) |
||
Accumulated deficit |
|
(641,903 |
) |
|
(643,833 |
) |
||
|
(1,697 |
) |
|
— |
|
|||
Total stockholders' deficit attributable to |
|
(154,778 |
) |
|
(654,429 |
) |
||
Noncontrolling interests |
|
(53,284 |
) |
|
443,960 |
|
||
Total stockholders' deficit |
|
(208,062 |
) |
|
(210,469 |
) |
||
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | $ |
482,691 |
|
$ |
415,544 |
|
||
Consolidated Statements of Operations (in thousands, except per share amounts) |
|||||||||||||||
Three Months Ended |
Years Ended |
||||||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Revenue, net: | |||||||||||||||
Franchise revenue | $ |
32,158 |
|
$ |
22,955 |
|
$ |
115,286 |
|
$ |
74,459 |
|
|||
Equipment revenue |
|
11,531 |
|
|
7,012 |
|
|
43,461 |
|
|
22,583 |
|
|||
Merchandise revenue |
|
7,973 |
|
|
6,520 |
|
|
27,073 |
|
|
20,140 |
|
|||
Franchise marketing fund revenue |
|
5,840 |
|
|
4,120 |
|
|
20,384 |
|
|
13,623 |
|
|||
Other service revenue |
|
13,767 |
|
|
8,765 |
|
|
38,750 |
|
|
24,274 |
|
|||
Total revenue, net |
|
71,269 |
|
|
49,372 |
|
|
244,954 |
|
|
155,079 |
|
|||
Operating costs and expenses: | |||||||||||||||
Costs of product revenue |
|
12,269 |
|
|
9,291 |
|
|
47,220 |
|
|
28,550 |
|
|||
Costs of franchise and service revenue |
|
4,858 |
|
|
4,101 |
|
|
18,447 |
|
|
12,716 |
|
|||
Selling, general and administrative expenses |
|
34,661 |
|
|
32,732 |
|
|
129,108 |
|
|
94,798 |
|
|||
Depreciation and amortization |
|
4,090 |
|
|
3,334 |
|
|
15,315 |
|
|
10,172 |
|
|||
Marketing fund expense |
|
4,594 |
|
|
3,740 |
|
|
17,290 |
|
|
13,044 |
|
|||
Acquisition and transaction expenses (income) |
|
8,231 |
|
|
23,091 |
|
|
2,438 |
|
|
26,618 |
|
|||
Total operating costs and expenses |
|
68,703 |
|
|
76,289 |
|
|
229,818 |
|
|
185,898 |
|
|||
Operating income (loss) |
|
2,566 |
|
|
(26,917 |
) |
|
15,136 |
|
|
(30,819 |
) |
|||
Other (income) expense: | |||||||||||||||
Interest income |
|
(596 |
) |
|
(368 |
) |
|
(1,805 |
) |
|
(1,164 |
) |
|||
Interest expense |
|
3,957 |
|
|
2,840 |
|
|
13,017 |
|
|
24,709 |
|
|||
Other expense |
|
(1,112 |
) |
|
— |
|
|
523 |
|
|
— |
|
|||
Gain on debt extinguishment |
|
— |
|
|
— |
|
|
— |
|
|
(3,707 |
) |
|||
Total other expense |
|
2,249 |
|
|
2,472 |
|
|
11,735 |
|
|
19,838 |
|
|||
Income (loss) before income taxes |
|
317 |
|
|
(29,389 |
) |
|
3,401 |
|
|
(50,657 |
) |
|||
Income taxes |
|
684 |
|
|
396 |
|
|
526 |
|
|
783 |
|
|||
Net income (loss) |
|
(367 |
) |
|
(29,785 |
) |
|
2,875 |
|
|
(51,440 |
) |
|||
Less: Net income (loss) attributable to noncontrolling interests |
|
(120 |
) |
|
(15,012 |
) |
|
945 |
|
|
(32,611 |
) |
|||
Net income (loss) attributable to |
$ |
(247 |
) |
$ |
(14,773 |
) |
$ |
1,930 |
|
$ |
(18,829 |
) |
|||
Net loss per share of Class A common stock: | |||||||||||||||
Basic | $ |
(1.13 |
) |
|
(2.45 |
) |
$ |
(0.87 |
) |
$ |
(2.85 |
) |
|||
Diluted | $ |
(1.13 |
) |
|
(2.45 |
) |
$ |
(0.87 |
) |
$ |
(2.85 |
) |
|||
Weighted average shares of Class A common stock outstanding: | |||||||||||||||
Basic |
|
26,819 |
|
|
22,598 |
|
|
25,295 |
|
|
22,403 |
|
|||
Diluted |
|
26,819 |
|
|
22,598 |
|
|
25,295 |
|
|
22,403 |
|
|||
Consolidated Statements of Cash Flows (in thousands) |
||||||||
Years Ended |
||||||||
|
2022 |
|
|
2021 |
|
|||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ |
2,875 |
|
$ |
(51,440 |
) |
||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization |
|
15,315 |
|
|
10,172 |
|
||
Amortization and write off of debt issuance cost |
|
126 |
|
|
5,749 |
|
||
Amortization and write off of discount on long-term debt |
|
613 |
|
|
2,704 |
|
||
Change in contingent consideration from acquisitions |
|
2,440 |
|
|
25,640 |
|
||
Amortization of right-of-use assets |
|
2,655 |
|
|
— |
|
||
Bad debt expense (recovery) |
|
(712 |
) |
|
410 |
|
||
Equity-based compensation |
|
29,044 |
|
|
9,699 |
|
||
Non-cash interest |
|
(1,069 |
) |
|
583 |
|
||
Gain on debt extinguishment |
|
— |
|
|
(3,707 |
) |
||
Loss (gain) from disposal of assets |
|
(78 |
) |
|
483 |
|
||
Impairment of studio assets |
|
— |
|
|
781 |
|
||
Impairment of brand assets |
|
3,656 |
|
|
— |
|
||
Changes in assets and liabilities, net of effects of acquisitions: | ||||||||
Accounts receivable |
|
(12,720 |
) |
|
(6,608 |
) |
||
Inventories |
|
(3,936 |
) |
|
(768 |
) |
||
Prepaid expenses and other current assets |
|
(1,023 |
) |
|
(4,220 |
) |
||
Operating lease liabilities |
|
(2,496 |
) |
|
— |
|
||
Deferred costs |
|
(2,024 |
) |
|
(7,122 |
) |
||
Notes receivable, net |
|
33 |
|
|
137 |
|
||
Accounts payable |
|
469 |
|
|
(3,013 |
) |
||
Accrued expenses |
|
(5,008 |
) |
|
3,596 |
|
||
Related party payable |
|
— |
|
|
(1 |
) |
||
Other current liabilities |
|
2,226 |
|
|
1,449 |
|
||
Deferred revenue |
|
18,223 |
|
|
30,011 |
|
||
Other assets |
|
(240 |
) |
|
1 |
|
||
Other liabilities |
|
3,301 |
|
|
(85 |
) |
||
Net cash provided by operating activities |
|
51,670 |
|
|
14,451 |
|
||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment |
|
(8,955 |
) |
|
(3,638 |
) |
||
Purchase of studios |
|
— |
|
|
(450 |
) |
||
Proceeds from sale of assets |
|
65 |
|
|
433 |
|
||
Purchase of intangible assets |
|
(7,177 |
) |
|
(1,220 |
) |
||
Notes receivable issued |
|
(1,782 |
) |
|
(2,258 |
) |
||
Notes receivable payment received |
|
3,236 |
|
|
820 |
|
||
Acquisition of businesses |
|
— |
|
|
(44,322 |
) |
||
Net cash used in investing activities |
|
(14,613 |
) |
|
(50,635 |
) |
||
Cash flows from financing activities: | ||||||||
Borrowings from long-term debt |
|
7,425 |
|
|
255,980 |
|
||
Payments on long-term debt |
|
(2,978 |
) |
|
(310,600 |
) |
||
Debt issuance costs |
|
(55 |
) |
|
(996 |
) |
||
Proceeds from the issuance of Class A common stock, net of underwriting costs |
|
— |
|
|
122,016 |
|
||
Payments of costs related to IPO |
|
— |
|
|
(3,082 |
) |
||
Payments to purchase 750,000 LLC units/Class |
|
— |
|
|
(9,000 |
) |
||
Proceeds from issuance of redeemable convertible preferred stock, net of offering costs |
|
— |
|
|
198,396 |
|
||
Payment to purchase all of the shares of LCAT from LCAT shareholders |
|
— |
|
|
(144,485 |
) |
||
Payment of H&W Cash Merger Consideration |
|
— |
|
|
(11,720 |
) |
||
Payments to acquire the Preferred Units and LLC Units |
|
— |
|
|
(20,493 |
) |
||
Exchange of LLC units for Class B shares |
|
— |
|
|
2 |
|
||
Payment of preferred stock dividend and deemed dividend |
|
(16,250 |
) |
|
(8,992 |
) |
||
Payment of contingent consideration |
|
(2,190 |
) |
|
(12,154 |
) |
||
Payments on loans from related party |
|
— |
|
|
(85 |
) |
||
Member contributions |
|
— |
|
|
562 |
|
||
Payments for taxes related to net share settlement of restricted share units |
|
(1,909 |
) |
|
— |
|
||
Distributions to Member |
|
— |
|
|
(10,600 |
) |
||
Loan to shareholder |
|
(5,050 |
) |
|
— |
|
||
Receipts from Member, net |
|
— |
|
|
1,456 |
|
||
Net cash provided by (used in) financing activities |
|
(21,007 |
) |
|
46,205 |
|
||
Increase in cash, cash equivalents and restricted cash |
|
16,050 |
|
|
10,021 |
|
||
Cash, cash equivalents and restricted cash, beginning of year |
|
21,320 |
|
|
11,299 |
|
||
Cash, cash equivalents and restricted cash, end of year | $ |
37,370 |
|
$ |
21,320 |
|
||
Net Loss to GAAP EPS Per Share (in thousands, except per share amounts) |
||||||||||||||||
Three Months
|
|
Years
|
||||||||||||||
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
||
Numerator: | ||||||||||||||||
Net income (loss) | $ |
(367 |
) |
$ |
(29,785 |
) |
$ |
2,875 |
|
$ |
(51,440 |
) |
||||
Less: net loss attributable to noncontrolling interests |
|
24,343 |
|
|
56,214 |
|
|
19,284 |
|
|
78,417 |
|
||||
Less: dividends on preferred shares |
|
(3,250 |
) |
|
(3,250 |
) |
|
(13,000 |
) |
|
(5,742 |
) |
||||
Less: deemed dividend |
|
(50,979 |
) |
|
(78,494 |
) |
|
(31,185 |
) |
|
(84,994 |
) |
||||
Net loss attributable to |
$ |
(30,253 |
) |
$ |
(55,315 |
) |
$ |
(22,026 |
) |
$ |
(63,759 |
) |
||||
Denominator: | ||||||||||||||||
Weighted average shares of Class A common stock outstanding - basic and diluted |
|
26,819 |
|
|
22,598 |
|
|
25,295 |
|
|
22,403 |
|
||||
Net loss per share attributable to Class A common stock - basic | $ |
(1.13 |
) |
$ |
(2.45 |
) |
$ |
(0.87 |
) |
$ |
(2.85 |
) |
||||
Net loss per share attributable to Class A common stock - diluted | $ |
(1.13 |
) |
$ |
(2.45 |
) |
$ |
(0.87 |
) |
$ |
(2.85 |
) |
||||
Anti-dilutive shares excluded from diluted loss per share of Class A common stock: | ||||||||||||||||
Rumble Class A common stock |
|
- |
|
|
1,300 |
|
|
- |
|
|
1,300 |
|
||||
Restricted stock units |
|
2,102 |
|
|
1,123 |
|
|
2,102 |
|
|
1,123 |
|
||||
Convertible preferred stock |
|
13,889 |
|
|
13,889 |
|
|
13,889 |
|
|
13,889 |
|
||||
Conversion of Class B common stock to Class A common stock |
|
21,572 |
|
|
22,969 |
|
|
21,572 |
|
|
22,969 |
|
||||
|
75 |
|
|
- |
|
|
75 |
|
|
- |
|
|||||
Rumble contingent shares |
|
2,024 |
|
|
2,024 |
|
|
2,024 |
|
|
2,024 |
|
||||
Profits interests, time vesting |
|
14 |
|
|
74 |
|
|
14 |
|
|
74 |
|
||||
Profit interest units, performance vesting |
|
- |
|
|
1,935 |
|
|
- |
|
|
1,935 |
|
Reconciliations of GAAP to Non-GAAP Measures (in thousands, except per share amounts) |
||||||||||||||||
Three Months Ended |
Years Ended |
|||||||||||||||
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
($ in thousands) | ||||||||||||||||
Net income (loss) | $ |
(367 |
) |
$ |
(29,785 |
) |
$ |
2,875 |
|
$ |
(51,440 |
) |
||||
Interest expense, net |
|
3,361 |
|
|
2,472 |
|
|
11,212 |
|
|
23,545 |
|
||||
Income taxes |
|
684 |
|
|
396 |
|
|
526 |
|
|
783 |
|
||||
Depreciation and amortization |
|
4,090 |
|
|
3,334 |
|
|
15,315 |
|
|
10,172 |
|
||||
EBITDA |
|
7,768 |
|
|
(23,583 |
) |
|
29,928 |
|
|
(16,940 |
) |
||||
Equity-based compensation |
|
5,124 |
|
|
5,498 |
|
|
29,044 |
|
|
9,699 |
|
||||
Employer payroll taxes related to equity-based compensation |
|
123 |
|
|
— |
|
|
123 |
|
|
— |
|
||||
Acquisition and transaction expenses (income) |
|
8,231 |
|
|
23,091 |
|
|
2,438 |
|
|
26,618 |
|
||||
Management fees and expenses |
|
— |
|
|
— |
|
|
— |
|
|
462 |
|
||||
Litigation expenses |
|
1,927 |
|
|
4,605 |
|
|
10,301 |
|
|
8,312 |
|
||||
Employee retention credit |
|
— |
|
|
(2,269 |
) |
|
(2,597 |
) |
|
(2,269 |
) |
||||
Secondary public offering expenses |
|
99 |
|
|
— |
|
|
836 |
|
|
— |
|
||||
TRA remeasurement |
|
(1,112 |
) |
|
1,261 |
|
|
523 |
|
|
1,441 |
|
||||
Impairment of brand assets |
|
— |
|
|
3,656 |
|
|
— |
|
|||||||
Adjusted EBITDA | $ |
22,160 |
|
$ |
8,603 |
|
$ |
74,252 |
|
$ |
27,323 |
|
||||
Three Months Ended |
Years Ended |
|||||||||||||||
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net income (loss) | $ |
(367 |
) |
$ |
(29,785 |
) |
$ |
2,875 |
|
$ |
(51,440 |
) |
||||
Change in fair value of contingent consideration |
|
8,231 |
|
|
22,420 |
|
|
2,440 |
|
|
25,640 |
|
||||
TRA remeasurement |
|
(1,112 |
) |
|
1,261 |
|
|
523 |
|
|
1,441 |
|
||||
Impairment of brand assets |
|
— |
|
|
— |
|
|
3,656 |
|
|
— |
|
||||
Adjusted net income (loss) | $ |
6,752 |
|
$ |
(6,104 |
) |
$ |
9,494 |
|
$ |
(24,359 |
) |
||||
Adjusted net income (loss) attributable to noncontrolling interest |
|
3,016 |
|
|
(3,077 |
) |
|
4,432 |
|
|
(12,362 |
) |
||||
Adjusted net income (loss) attributable to |
|
3,736 |
|
|
(3,027 |
) |
|
5,062 |
|
|
(11,997 |
) |
||||
Dividends on preferred shares |
|
(1,798 |
) |
|
(1,612 |
) |
|
(6,931 |
) |
|
(2,828 |
) |
||||
Deemed dividend |
|
— |
|
|
— |
|
|
— |
|
|
(3,201 |
) |
||||
EPS numerator - Basic | $ |
1,938 |
|
$ |
(4,639 |
) |
$ |
(1,869 |
) |
$ |
(18,026 |
) |
||||
Add: Adjusted net income (loss) attributable to noncontrolling interest |
|
3,016 |
|
|
— |
|
|
— |
|
|
— |
|
||||
Add: Dividends on preferred shares |
|
1,798 |
|
|
— |
|
|
— |
|
|
— |
|
||||
EPS numerator - Diluted | $ |
6,752 |
|
$ |
(4,639 |
) |
$ |
(1,869 |
) |
$ |
(18,026 |
) |
||||
Adjusted net earnings (loss) per share - Basic | $ |
0.07 |
|
$ |
(0.21 |
) |
$ |
(0.07 |
) |
$ |
(0.80 |
) |
||||
Weighted average shares of Class A common stock outstanding - Basic |
|
26,819 |
|
|
22,598 |
|
|
25,295 |
|
|
22,403 |
|
||||
Adjusted net earnings (loss) per share - Diluted | $ |
0.11 |
|
$ |
(0.21 |
) |
$ |
(0.07 |
) |
$ |
(0.80 |
) |
||||
Effect of dilutive securities: | ||||||||||||||||
Restricted stock units |
|
482 |
|
|
— |
|
|
— |
|
|
— |
|
||||
Convertible preferred shares |
|
13,889 |
|
|
— |
|
|
— |
|
|
— |
|
||||
Conversion of Class B common stock to Class A common stock |
|
21,649 |
|
|
— |
|
|
— |
|
|
— |
|
||||
Weighted average shares of Class A common stock outstanding - Diluted |
|
62,839 |
|
|
22,598 |
|
|
25,295 |
|
|
22,403 |
|
||||
Shares excluded from diluted earnings per share of Class A common stock | ||||||||||||||||
Rumble Class A common stock |
|
— |
|
|
1,300 |
|
|
— |
|
|
1,300 |
|
||||
Restricted stock units |
|
— |
|
|
1,123 |
|
|
2,102 |
|
|
1,123 |
|
||||
Convertible preferred stock |
|
— |
|
|
13,889 |
|
|
13,889 |
|
|
13,889 |
|
||||
Conversion of Class B common stock to Class A common stock |
|
— |
|
|
22,969 |
|
|
21,572 |
|
|
22,969 |
|
||||
|
— |
|
|
— |
|
|
75 |
|
|
— |
|
|||||
Profits interests, performance vesting |
|
— |
|
|
1,935 |
|
|
— |
|
|
1,935 |
|
||||
Rumble contingent shares |
|
2,024 |
|
|
2,024 |
|
|
2,024 |
|
|
2,024 |
|
||||
Profits interests, time vesting |
|
14 |
|
|
74 |
|
|
14 |
|
|
74 |
|
Note: The above adjusted net income (loss) per share is computed by dividing the adjusted net income (loss) attributable to holders of Class A common stock by the weighted average shares of Class A common stock outstanding during the period. Total share count does not include potential future shares vested upon achieving certain earn-out thresholds. Net income, however, continues to take into account the non-cash contingent liability primarily due to Rumble.
Footnotes
1. System-wide sales represent gross sales by all
2. Same store sales refer to period-over-period sales comparisons for the base of studios. We define the same store sales base to include studios in
3. AUV is calculated by dividing sales during the applicable period for all studios being measured by the number of studios being measured. Quarterly run-rate AUV consists of average quarterly sales for all studios that are at least 6 months old at the beginning of the respective quarter, multiplied by four. Monthly run-rate AUV is calculated as the monthly AUV multiplied by twelve, for studios that are at least 6 months old at the beginning of the respective month. AUV growth is primarily driven by changes in same store sales and is also influenced by net new studio openings. Management reviews AUV to assess studio economics.
4. We define Adjusted EBITDA as EBITDA (net income/loss before interest, taxes, depreciation and amortization), adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include equity-based compensation and related employer payroll taxes, acquisition and transaction expenses (including change in contingent consideration), management fees and expenses (that were discontinued after
View source version on businesswire.com: https://www.businesswire.com/news/home/20230302005319/en/
Addo Investor Relations
investor@xponential.com
(310) 829-5400
Source:
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