Xponential Fitness, Inc. Announces Third Quarter 2022 Financial Results
Xponential Fitness, Inc. (NYSE: XPOF) reported a 56% revenue growth to $63.8 million for Q3 2022 compared to Q3 2021. The company’s North America system-wide sales also rose 37% to $264.8 million, with a 17% increase in same-store sales. Despite this growth, Xponential reported a net loss of $13.1 million or $1.53 per share. Adjusted EBITDA rose significantly to $20 million from $6.8 million year-over-year. Looking ahead, the company has raised its full-year 2022 revenue and Adjusted EBITDA guidance.
- Revenue guidance increased to $235-$240 million, up 53% YoY.
- Adjusted EBITDA guidance raised to $70-$74 million, a 164% increase YoY.
- Total revenue for Q3 2022 was $63.8 million, a 56% increase YoY.
- North America system-wide sales rose 37% to $264.8 million.
- Net loss of $13.1 million, higher than $8.9 million loss in Q3 2021.
- Higher non-cash contingent consideration expense of $13.4 million related to the Rumble acquisition.
- Company raises full year 2022 guidance for revenue and Adjusted EBITDA
- Grew Q3 2022 revenue
- Sold 258 franchise licenses and opened 128 new studios in Q3 2022
- Sold 5,193 total franchise licenses and had 2,485 total studios operating as of Q3 2022
Financial Highlights: Q3 2022 Compared to Q3 2021
-
Grew revenue
56% to .$63.8 million -
Increased North America system-wide sales1 by37% to .$264.8 million -
Reported North America same store sales2 growth of17% . -
Reported North America quarterly run-rate average unit volume (AUV)3 of , compared to$489,000 .$417,000 -
Posted net loss of
, or a loss of$13.1 million per basic share, on a share count of 26.2 million shares of Class A Common Stock, compared to a net loss of$1.53 , or a loss of$8.9 million per basic share, on a share count of 22.1 million shares of Class A Common Stock.$0.38 -
Posted adjusted net income of
, or$8.0 million per basic share, compared to an adjusted net loss of$0.10 , or a loss of$5.8 million per basic share.$0.31 -
Reported Adjusted EBITDA4 of
, compared to$20.0 million .$6.8 million
“Nine quarters of consistent growth in our run-rate AUVs is a strong reminder that the workouts our franchisees provide across a diverse portfolio of brands remain an integral part of our members’ lives, irrespective of macroeconomic challenges,” said
For the third 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 a
Adjusted net income for the third quarter of 2022, which excludes the
Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, adjusted for equity-based compensation, acquisition and transaction expenses, management fees, litigation expenses, employee retention credit, secondary public offering expenses, tax receivable agreement remeasurement and impairment of brand assets, increased to
Liquidity and Capital Resources
As of
2022 Outlook
Based on the Company’s performance in the first nine months of 2022 and the current state of the business as of the date of this press release,
-
New studio openings to remain in the range of 500 to 520, or an increase of
53% at the midpoint as compared to full year 2021; -
North America system-wide sales to remain in the range of to$995.0 million , or an increase of$1.00 5 billion41% at the midpoint as compared to full year 2021; -
Revenue is now anticipated to be
to$235.0 million , or an increase of$240.0 million 53% at the midpoint as compared to full year 2021; this compares to previous guidance of to$211.0 million , or an increase of$221.0 million 39% at the midpoint as compared to full year 2021; and -
Adjusted EBITDA is now anticipated to be
to$70.0 million , or an increase of$74.0 million 164% at the midpoint compared to full year 2021; this compares to previous guidance of to$68.0 million , or an increase of$72.0 million 156% at the midpoint as compared to full year 2021.
Additional key assumptions for full year 2022 include:
- Tax rate in mid-to-high single digits;
- Share count of approximately 25.3 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 contained in this press release; and
-
in quarterly cash dividends paid related to the$3.25 million Convertible Preferred Stock.$200 million
Third Quarter 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, 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.
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 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 “2022 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
|
||||||||
Condensed Consolidated Balance Sheets |
||||||||
(Unaudited) |
||||||||
(in thousands, except share and per share amounts) |
||||||||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
2022 |
|
2021 |
||||
Assets |
||||||||
Current Assets: | ||||||||
Cash, cash equivalents and restricted cash | $ |
30,895 |
|
$ |
21,320 |
|
||
Accounts receivable, net |
|
19,377 |
|
|
11,702 |
|
||
Inventories |
|
13,738 |
|
|
6,928 |
|
||
Prepaid expenses and other current assets |
|
10,801 |
|
|
5,271 |
|
||
Deferred costs, current portion |
|
3,573 |
|
|
3,712 |
|
||
Notes receivable from franchisees, net |
|
1,926 |
|
|
2,293 |
|
||
Total current assets |
|
80,310 |
|
|
51,226 |
|
||
Property and equipment, net |
|
16,613 |
|
|
12,773 |
|
||
Right-of-use assets |
|
22,738 |
|
|
— |
|
||
|
165,697 |
|
|
169,073 |
|
|||
Intangible assets, net |
|
139,718 |
|
|
136,863 |
|
||
Deferred costs, net of current portion |
|
43,402 |
|
|
42,015 |
|
||
Notes receivable from franchisees, net of current portion |
|
3,107 |
|
|
3,041 |
|
||
Other assets |
|
682 |
|
|
553 |
|
||
Total assets | $ |
472,267 |
|
$ |
415,544 |
|
||
Liabilities, redeemable convertible preferred stock and deficit |
||||||||
Current Liabilities: | ||||||||
Accounts payable | $ |
23,342 |
|
$ |
14,905 |
|
||
Accrued expenses |
|
18,818 |
|
|
21,045 |
|
||
Deferred revenue, current portion |
|
29,039 |
|
|
22,747 |
|
||
Notes payable |
|
— |
|
|
983 |
|
||
Current portion of long-term debt |
|
3,035 |
|
|
2,960 |
|
||
Other current liabilities |
|
6,620 |
|
|
3,253 |
|
||
Total current liabilities |
|
80,854 |
|
|
65,893 |
|
||
Deferred revenue, net of current portion |
|
108,191 |
|
|
95,691 |
|
||
Contingent consideration from acquisitions |
|
46,655 |
|
|
54,881 |
|
||
Long-term debt, net of current portion, discount and issuance costs |
|
131,668 |
|
|
127,983 |
|
||
Lease liability |
|
24,472 |
|
|
— |
|
||
Other liabilities |
|
3,974 |
|
|
4,675 |
|
||
Total liabilities |
|
395,814 |
|
|
349,123 |
|
||
Commitments and contingencies | ||||||||
Redeemable convertible preferred stock, |
|
257,096 |
|
|
276,890 |
|
||
Stockholders' equity (deficit): | ||||||||
Undesignated preferred stock, |
|
— |
|
|
— |
|
||
Class A common stock, |
|
3 |
|
|
2 |
|
||
Class B common stock, |
|
2 |
|
|
2 |
|
||
Additional paid-in capital |
|
528,807 |
|
|
— |
|
||
Receivable from shareholder |
|
(14,219 |
) |
|
(10,600 |
) |
||
Accumulated deficit |
|
(641,656 |
) |
|
(643,833 |
) |
||
Total stockholders' deficit attributable to |
|
(127,063 |
) |
|
(654,429 |
) |
||
Noncontrolling interests |
|
(53,580 |
) |
|
443,960 |
|
||
Total stockholders' deficit |
|
(180,643 |
) |
|
(210,469 |
) |
||
Total liabilities, redeemable convertible preferred stock and deficit | $ |
472,267 |
|
$ |
415,544 |
|
||
|
||||||||||||||||
Condensed Consolidated Statements of Operations |
||||||||||||||||
(Unaudited) |
||||||||||||||||
(in thousands, except share and per share amounts) |
||||||||||||||||
|
|
|
|
|
||||||||||||
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Revenue, net: | ||||||||||||||||
Franchise revenue | $ |
30,006 |
|
$ |
19,985 |
|
$ |
83,128 |
|
$ |
51,504 |
|
||||
Equipment revenue |
|
11,770 |
|
|
6,750 |
|
|
31,930 |
|
|
15,571 |
|
||||
Merchandise revenue |
|
6,264 |
|
|
4,879 |
|
|
19,100 |
|
|
13,620 |
|
||||
Franchise marketing fund revenue |
|
5,172 |
|
|
3,706 |
|
|
14,544 |
|
|
9,503 |
|
||||
Other service revenue |
|
10,551 |
|
|
5,547 |
|
|
24,983 |
|
|
15,509 |
|
||||
Total revenue, net |
|
63,763 |
|
|
40,867 |
|
|
173,685 |
|
|
105,707 |
|
||||
Operating costs and expenses: | ||||||||||||||||
Costs of product revenue |
|
11,840 |
|
|
7,641 |
|
|
34,951 |
|
|
19,259 |
|
||||
Costs of franchise and service revenue |
|
4,811 |
|
|
3,169 |
|
|
13,589 |
|
|
8,615 |
|
||||
Selling, general and administrative expenses |
|
32,841 |
|
|
24,262 |
|
|
96,082 |
|
|
62,066 |
|
||||
Depreciation and amortization |
|
4,154 |
|
|
2,376 |
|
|
11,225 |
|
|
6,838 |
|
||||
Marketing fund expense |
|
4,260 |
|
|
3,828 |
|
|
12,696 |
|
|
9,304 |
|
||||
Acquisition and transaction expenses (income) |
|
16,290 |
|
|
2,880 |
|
|
(5,793 |
) |
|
3,527 |
|
||||
Total operating costs and expenses |
|
74,196 |
|
|
44,156 |
|
|
162,750 |
|
|
109,609 |
|
||||
Operating income (loss) |
|
(10,433 |
) |
|
(3,289 |
) |
|
10,935 |
|
|
(3,902 |
) |
||||
Other (income) expense: | ||||||||||||||||
Interest income |
|
(402 |
) |
|
(343 |
) |
|
(1,209 |
) |
|
(796 |
) |
||||
Interest expense |
|
3,333 |
|
|
5,855 |
|
|
9,060 |
|
|
21,869 |
|
||||
Gain on debt extinguishment |
|
— |
|
|
— |
|
|
— |
|
|
(3,707 |
) |
||||
Total other expense |
|
2,931 |
|
|
5,512 |
|
|
7,851 |
|
|
17,366 |
|
||||
Income (loss) before income taxes |
|
(13,364 |
) |
|
(8,801 |
) |
|
3,084 |
|
|
(21,268 |
) |
||||
Income taxes (benefit) |
|
(308 |
) |
|
103 |
|
|
(158 |
) |
|
387 |
|
||||
Net income (loss) |
|
(13,056 |
) |
|
(8,904 |
) |
|
3,242 |
|
|
(21,655 |
) |
||||
Less: net income (loss) attributable to noncontrolling interests |
|
(5,918 |
) |
|
(4,848 |
) |
|
1,065 |
|
|
(17,599 |
) |
||||
Net income (loss) attributable to |
$ |
(7,138 |
) |
$ |
(4,056 |
) |
$ |
2,177 |
|
$ |
(4,056 |
) |
||||
Net earnings (loss) per share of Class A common stock: | ||||||||||||||||
Basic | $ |
(1.53 |
) |
|
(0.38 |
) |
$ |
0.28 |
|
|
(0.38 |
) |
||||
Diluted | $ |
(1.53 |
) |
|
(0.38 |
) |
$ |
0.05 |
|
|
(0.38 |
) |
||||
Weighted average shares of Class A common stock outstanding: | ||||||||||||||||
Basic |
|
26,156,418 |
|
|
22,146,011 |
|
|
24,781,778 |
|
|
22,146,011 |
|
||||
Diluted |
|
26,156,418 |
|
|
22,146,011 |
|
|
62,822,737 |
|
|
22,146,011 |
|
||||
|
||||||||
Condensed Consolidated Statements of Cash Flows |
||||||||
(Unaudited)(in thousands) |
||||||||
|
|
|
||||||
|
|
Nine Months Ended |
||||||
|
|
2022 |
|
2021 |
||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ |
3,242 |
|
$ |
(21,655 |
) |
||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation and amortization |
|
11,225 |
|
|
6,838 |
|
||
Amortization and write off of debt issuance cost |
|
94 |
|
|
5,722 |
|
||
Amortization and write off of discount on long-term debt |
|
454 |
|
|
2,553 |
|
||
Change in contingent consideration from acquisitions |
|
(5,791 |
) |
|
3,220 |
|
||
Bad debt expense (recovery) |
|
(526 |
) |
|
165 |
|
||
Adjustment for recognition of TRA and deferred tax liability |
|
— |
|
|
(24 |
) |
||
Equity-based compensation |
|
23,920 |
|
|
4,201 |
|
||
Non-cash interest |
|
(679 |
) |
|
765 |
|
||
Gain on debt extinguishment |
|
— |
|
|
(3,707 |
) |
||
(Gain) loss on disposal of assets |
|
(90 |
) |
|
362 |
|
||
Impairment of studio assets |
|
— |
|
|
781 |
|
||
Impairment of brand assets |
|
3,656 |
|
|
— |
|
||
Changes in assets and liabilities: | ||||||||
Accounts receivable |
|
(6,592 |
) |
|
(1,913 |
) |
||
Inventories |
|
(6,810 |
) |
|
1,074 |
|
||
Prepaid expenses and other current assets |
|
(5,529 |
) |
|
(9,429 |
) |
||
Operating lease right-of-use assets and operating lease liabilities |
|
52 |
|
|
— |
|
||
Deferred costs |
|
(1,248 |
) |
|
(4,811 |
) |
||
Notes receivable, net |
|
25 |
|
|
148 |
|
||
Accounts payable |
|
7,497 |
|
|
(2,702 |
) |
||
Accrued expenses |
|
(1,555 |
) |
|
(559 |
) |
||
Related party payable |
|
— |
|
|
(1 |
) |
||
Other current liabilities |
|
599 |
|
|
455 |
|
||
Deferred revenue |
|
13,993 |
|
|
22,372 |
|
||
Other assets |
|
(129 |
) |
|
18 |
|
||
Other liabilities |
|
1,663 |
|
|
52 |
|
||
Net cash provided by operating activities |
|
37,471 |
|
|
3,925 |
|
||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment |
|
(5,660 |
) |
|
(2,604 |
) |
||
Proceeds from sale of assets |
|
65 |
|
|
318 |
|
||
Purchase of studios |
|
— |
|
|
(390 |
) |
||
Purchase of intangible assets |
|
(6,840 |
) |
|
(868 |
) |
||
Notes receivable issued |
|
(1,782 |
) |
|
(1,000 |
) |
||
Notes receivable payments received |
|
2,643 |
|
|
563 |
|
||
Net cash used in investing activities |
|
(11,574 |
) |
|
(3,981 |
) |
||
Cash flows from financing activities: | ||||||||
Borrowings from long-term debt |
|
5,480 |
|
|
218,360 |
|
||
Payments on long-term debt |
|
(2,220 |
) |
|
(309,860 |
) |
||
Debt issuance costs |
|
(49 |
) |
|
(904 |
) |
||
Proceeds from the issuance of Class A common stock, net of underwriting costs |
|
— |
|
|
122,016 |
|
||
Payments of costs related to IPO |
|
— |
|
|
(3,221 |
) |
||
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 |
|
(13,000 |
) |
|
(4,117 |
) |
||
Payment of contingent consideration |
|
(1,336 |
) |
|
(12,006 |
) |
||
Payments on loans from related party |
|
— |
|
|
(85 |
) |
||
Member contributions |
|
— |
|
|
562 |
|
||
Payments for taxes related to net share settlement of restricted share units |
|
(1,897 |
) |
|
— |
|
||
Distributions to Member |
|
— |
|
|
(10,600 |
) |
||
Loan to shareholder |
|
(3,300 |
) |
|||||
Receipts from Member, net |
|
— |
|
|
1,456 |
|
||
Net cash provided by (used in) financing activities |
|
(16,322 |
) |
|
14,301 |
|
||
Increase in cash, cash equivalents and restricted cash |
|
9,575 |
|
|
14,245 |
|
||
Cash, cash equivalents and restricted cash, beginning of period |
|
21,320 |
|
|
11,299 |
|
||
Cash, cash equivalents and restricted cash, end of period | $ |
30,895 |
|
$ |
25,544 |
|
||
|
||||||||||||||||
Net Loss to GAAP EPS Per Share |
||||||||||||||||
(in thousands, except share and per share amounts) |
||||||||||||||||
|
|
|
|
|
||||||||||||
|
|
Three Months
|
|
Nine Months
|
||||||||||||
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Numerator: | ||||||||||||||||
Net income (loss) | $ |
(13,056 |
) |
$ |
(8,904 |
) |
$ |
3,242 |
|
$ |
(21,655 |
) |
||||
Less: net income (loss) attributable to noncontrolling interests |
|
33,271 |
|
|
9,452 |
|
|
(6,295 |
) |
|
22,203 |
|
||||
Less: dividends on preferred shares |
|
(3,250 |
) |
|
(2,492 |
) |
|
(9,750 |
) |
|
(2,492 |
) |
||||
Less: deemed contribution (dividend) |
|
(57,096 |
) |
|
(6,500 |
) |
|
19,794 |
|
|
(6,500 |
) |
||||
Net income (loss) attributable to |
$ |
(40,131 |
) |
$ |
(8,444 |
) |
$ |
6,991 |
|
$ |
(8,444 |
) |
||||
Add: net income (loss) attributable to non-controlling interests |
|
- |
|
|
- |
|
|
6,295 |
|
|
- |
|
||||
Add: dividends on preferred shares |
|
- |
|
|
- |
|
|
9,750 |
|
|
- |
|
||||
Less: deemed contributions (dividend) |
|
- |
|
|
- |
|
|
(19,794 |
) |
|
- |
|
||||
Net income (loss) attributable to |
$ |
(40,131 |
) |
$ |
(8,444 |
) |
$ |
3,242 |
|
$ |
(8,444 |
) |
||||
Net earnings (loss) per share attributable to Class A common stock - basic | $ |
(1.53 |
) |
$ |
(0.38 |
) |
$ |
0.28 |
|
$ |
(0.38 |
) |
||||
Weighted average shares of Class A common stock outstanding - basic |
|
26,156,418 |
|
|
22,146,011 |
|
|
24,781,778 |
|
|
22,146,011 |
|
||||
Net earnings (loss) per share attributable to Class A common stock - diluted | $ |
(1.53 |
) |
$ |
(0.38 |
) |
$ |
0.05 |
|
$ |
(0.38 |
) |
||||
Weighted average shares of Class A common stock outstanding - diluted |
|
26,156,418 |
|
|
22,146,011 |
|
|
62,822,737 |
|
|
22,146,011 |
|
||||
|
||||||||||||||||
Reconciliations of GAAP to Non-GAAP Measures |
||||||||||||||||
(in thousands, except share and per share amounts) |
||||||||||||||||
|
|
|
|
|
||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Net income (loss) | $ |
(13,056 |
) |
$ |
(8,904 |
) |
$ |
3,242 |
|
$ |
(21,655 |
) |
||||
Interest expense, net |
|
2,931 |
|
|
5,512 |
|
|
7,851 |
|
|
21,073 |
|
||||
Income taxes |
|
(308 |
) |
|
103 |
|
|
(158 |
) |
|
387 |
|
||||
Depreciation and amortization |
|
4,154 |
|
|
2,376 |
|
|
11,225 |
|
|
6,838 |
|
||||
EBITDA |
|
(6,279 |
) |
|
(913 |
) |
|
22,160 |
|
|
6,643 |
|
||||
Equity-based compensation |
|
4,243 |
|
|
3,530 |
|
|
23,920 |
|
|
4,201 |
|
||||
Acquisition and transaction expenses (income) |
|
16,290 |
|
|
2,880 |
|
|
(5,793 |
) |
|
3,527 |
|
||||
Management fees and expenses |
|
— |
|
|
63 |
|
|
— |
|
|
462 |
|
||||
Litigation expenses |
|
1,015 |
|
|
1,089 |
|
|
8,374 |
|
|
3,707 |
|
||||
Employee retention credit |
|
— |
|
|
— |
|
|
(2,597 |
) |
|
— |
|
||||
Secondary public offering expenses |
|
— |
|
|
— |
|
|
737 |
|
|
— |
|
||||
TRA remeasurement |
|
1,078 |
|
|
180 |
|
|
1,635 |
|
|
180 |
|
||||
Impairment of brand assets |
|
3,656 |
|
|
— |
|
|
3,656 |
|
|
— |
|
||||
Adjusted EBITDA | $ |
20,003 |
|
$ |
6,829 |
|
$ |
52,092 |
|
$ |
18,720 |
|
Three Months
|
|
Nine Months
|
||||||||||||||
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||||
Net income (loss) | $ |
(13,056 |
) |
$ |
(8,904 |
) |
$ |
3,242 |
|
$ |
(21,655 |
) |
||||
Change in fair value of contingent consideration |
|
16,290 |
|
|
2,880 |
|
|
(5,791 |
) |
|
3,220 |
|
||||
TRA remeasurement |
|
1,078 |
|
|
180 |
|
|
1,635 |
|
|
180 |
|
||||
Impairment of brand assets |
|
3,656 |
|
|
— |
|
|
3,656 |
|
|
— |
|
||||
Adjusted net income (loss) | $ |
7,968 |
|
$ |
(5,844 |
) |
$ |
2,742 |
|
$ |
(18,255 |
) |
||||
Adjusted net loss (income) attributable to noncontrolling interest |
|
(3,612 |
) |
|
(3,281 |
) |
|
(1,299 |
) |
|
(15,692 |
) |
||||
Adjusted net income (loss) attributable to |
|
4,356 |
|
|
(2,563 |
) |
|
1,443 |
|
|
(2,563 |
) |
||||
Dividends on preferred shares |
|
(1,777 |
) |
|
(1,216 |
) |
|
(5,131 |
) |
|
(1,216 |
) |
||||
Deemed dividend |
|
— |
|
|
(3,172 |
) |
|
— |
|
|
(3,172 |
) |
||||
EPS numerator - Basic | $ |
2,579 |
|
$ |
(6,951 |
) |
$ |
(3,688 |
) |
$ |
(6,951 |
) |
||||
Add: Adjusted net income (loss) attributable to noncontrolling interest |
|
3,612 |
|
|
— |
|
|
— |
|
|
— |
|
||||
Add: Dividends on preferred shares |
|
1,777 |
|
|
— |
|
|
— |
|
|
— |
|
||||
EPS numerator - Dilutive | $ |
7,968 |
|
$ |
(6,951 |
) |
$ |
(3,688 |
) |
$ |
(6,951 |
) |
||||
Adjusted net earnings (loss) per share - Basic | $ |
0.10 |
|
$ |
(0.31 |
) |
$ |
(0.15 |
) |
$ |
(0.31 |
) |
||||
Weighted average shares of Class A common stock outstanding - Basic |
|
26,156,418 |
|
|
22,146,011 |
|
|
24,781,778 |
|
|
22,146,011 |
|
||||
Adjusted net earnings (loss) per share - Dilutive | $ |
0.13 |
|
$ |
(0.31 |
) |
$ |
(0.15 |
) |
$ |
(0.31 |
) |
||||
Effect of dilutive securities: | ||||||||||||||||
Rumble Class A common stock |
|
1,300,032 |
|
|
— |
|
|
— |
|
|
— |
|
||||
Restricted stock units |
|
43,063 |
|
|
— |
|
|
— |
|
|
— |
|
||||
Convertible preferred shares |
|
13,888,889 |
|
|
— |
|
|
— |
|
|
— |
|
||||
Conversion of Class B to Common Stock |
|
21,684,849 |
|
|
— |
|
|
— |
|
|
— |
|
||||
Weighted average shares of Class A common stock outstanding - Dilutive |
|
63,073,251 |
|
|
22,146,011 |
|
|
24,781,778 |
|
|
22,146,011 |
|
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 North American studios. System-wide sales include sales by franchisees that are not revenue realized by us in accordance with GAAP. While we do not record sales by franchisees as revenue, and such sales are not included in our consolidated financial statements, this operating metric relates to our revenue because we receive approximately
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 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, 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/20221110005401/en/
Addo Investor Relations
investor@xponential.com
(310) 829-5400
Source:
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