Xponential Fitness, Inc. Revenue Disclosure
Note 4 – Contract Liabilities and Costs from Contracts with Customers
Contract liabilities – Contract liabilities consist of deferred revenue resulting from franchise fees (franchise fees, development fees and master franchise fees paid by franchisees), which are recognized over time on a straight-line basis over the franchise agreement term. The Company also receives upfront payments from vendors under agreements that give the vendors access to franchisees’ members to provide certain services to the members (“brand fees”). Revenue from the upfront payments is recognized on a straight-line basis over the agreement term and is reported in other service revenue. Also included in the deferred revenue balance are non-refundable prepayments for merchandise and equipment, as well as revenues for training, service revenue and on-demand fees for which the associated products or services have not yet been provided to the customer. The Company classifies these contract liabilities as either current deferred revenue or non-current deferred revenue in the consolidated balance sheets based on the anticipated timing of delivery. The following table reflects the change in franchise, including area development and multi-unit agreements and brand fee contract liabilities for the years ended December 31, 2025, 2024 and 2023. Other deferred revenue amounts of $10,023 and $15,248 for the years ended December 31, 2025 and 2024, respectively, are excluded from the table as the original expected duration of the contracts is one year or less.
|
|
Franchise development fees |
|
|
Brand fees |
|
|
Total |
|
|||
Balance at December 31, 2022 |
|
$ |
116,244 |
|
|
$ |
6,641 |
|
|
$ |
122,885 |
|
Revenue recognized that was included in deferred revenue at the beginning |
|
|
(16,435 |
) |
|
|
(4,250 |
) |
|
|
(20,685 |
) |
Deferred revenue recorded as settlement in purchase accounting |
|
|
(1,278 |
) |
|
|
— |
|
|
|
(1,278 |
) |
Increase, excluding amounts recognized as revenue during the year |
|
|
28,631 |
|
|
|
149 |
|
|
|
28,780 |
|
Balance at December 31, 2023 |
|
|
127,162 |
|
|
|
2,540 |
|
|
|
129,702 |
|
Revenue recognized that was included in deferred revenue at the beginning |
|
|
(24,121 |
) |
|
|
(1,713 |
) |
|
|
(25,834 |
) |
Deferred revenue recorded as settlement in purchase accounting |
|
|
(1,281 |
) |
|
|
— |
|
|
|
(1,281 |
) |
Increase, excluding amounts recognized as revenue during the year |
|
|
13,919 |
|
|
|
93 |
|
|
|
14,012 |
|
Balance at December 31, 2024 |
|
|
115,679 |
|
|
|
920 |
|
|
|
116,599 |
|
Revenue recognized that was included in deferred revenue at the beginning of the year (1) |
|
|
(31,574 |
) |
|
|
(506 |
) |
|
|
(32,080 |
) |
Decrease in deferred revenue due to divestiture |
|
|
(10,978 |
) |
|
|
— |
|
|
|
(10,978 |
) |
Increase, excluding amounts recognized as revenue during the period |
|
|
5,034 |
|
|
|
293 |
|
|
|
5,327 |
|
Balance at December 31, 2025 |
|
$ |
78,161 |
|
|
$ |
707 |
|
|
$ |
78,868 |
|
The following table illustrates estimated revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of December 31, 2025. The expected future recognition period for deferred franchise and area development fees related to unopened studios is based on management’s best estimate of the beginning of the franchise license term for those studios. The Company elected to not disclose short term contracts, sales and usage-based royalties, marketing fees and any other variable consideration recognized on an “as invoiced” basis.
Contract liabilities to be recognized in revenue |
|
Franchise development fees |
|
|
Brand fees |
|
|
Total |
|
|||
|
$ |
8,814 |
|
|
$ |
243 |
|
|
$ |
9,057 |
|
|
|
|
8,813 |
|
|
|
464 |
|
|
|
9,277 |
|
|
|
|
8,872 |
|
|
|
— |
|
|
|
8,872 |
|
|
|
|
8,509 |
|
|
|
— |
|
|
|
8,509 |
|
|
|
|
7,034 |
|
|
|
— |
|
|
|
7,034 |
|
|
|
|
36,119 |
|
|
|
— |
|
|
|
36,119 |
|
|
|
|
$ |
78,161 |
|
|
$ |
707 |
|
|
$ |
78,868 |
|
The following table reflects the components of deferred revenue:
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Franchise development fees |
|
$ |
78,161 |
|
|
$ |
115,679 |
|
Brand fees |
|
|
707 |
|
|
|
920 |
|
Equipment and other |
|
|
10,023 |
|
|
|
15,248 |
|
Total deferred revenue |
|
|
88,891 |
|
|
|
131,847 |
|
Non-current portion of deferred revenue |
|
|
69,567 |
|
|
|
105,935 |
|
Current portion of deferred revenue |
|
$ |
19,324 |
|
|
$ |
25,912 |
|
Contract costs – Contract costs consist of deferred commissions resulting from franchise and area development sales by third-party and affiliate brokers and sales personnel. The total commission is deferred at the point of a franchise sale. The commissions are evenly split among the number of studios purchased under the development agreement and begin to be amortized when a subsequent or initial franchise agreement is executed. The commissions are recognized on a straight-line basis over the initial ten-year franchise agreement term to align with the recognition of the franchise agreement or area development fees. The Company classifies these deferred contract costs as either current deferred commission costs or non-current deferred commission costs in the consolidated balance sheets. The associated expense is classified within costs of franchise and service revenue in the consolidated statements of operations. At December 31, 2025 and 2024, there were approximately $3,301 and $3,940 of current deferred costs and approximately $24,744 and $39,684 in non-current deferred costs, respectively. The Company recognized approximately $8,007, $6,129 and $2,880 in costs as a result of terminations for the years ended December 31, 2025, 2024 and 2023, respectively. The Company recognized approximately $12,295, $11,040 and $7,327 in franchise sales commission expense for the years ended December 31, 2025, 2024 and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 4, 2026 | Showing above |
| 2024 | Mar 14, 2025 | |
| 2023 | Mar 4, 2024 | |
| 2022 | Mar 6, 2023 | |
About Revenue Disclosures
Revenue disclosures under ASC 606 explain how a company identifies performance obligations, allocates transaction prices, and determines when revenue is recognized. This section is essential for understanding whether reported revenue reflects genuine economic activity or aggressive accounting choices. Analysts examine the mix of point-in-time versus over-time recognition, which directly affects revenue timing and comparability.
Key signals: rising contract liabilities (deferred revenue) suggest strong future revenue visibility, while declining contract assets may indicate slowing project milestones. Watch for variable consideration estimates — rebates, returns, and performance bonuses that require management judgment. Significant changes in disaggregated revenue by geography or product line can reveal shifting business mix before it appears in headline numbers. Compare revenue growth against contract liability growth to assess sustainability, and scrutinize any changes in the timing of recognition that coincide with earnings pressure.