, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Minneapolis, Minnesota

March 21, 2025

Anytime Fitness, LLC and Subsidiaries Consolidated Balance Sheets December 31, 2024 and 2023

| (in thousands of US dollars) | 2024 2023 2022 | | |---|---|---| | Cash flows from operating activities | | | | Net income | | $ 113,091 $ 54,308 $ 60,705 | | Adjustments to reconcile net income to net cash flows | | | | from operating activities | | | | Depreciation and amortization | 13,831 6,125 2,705 | | | Amortization of debt issuance costs, included in interest expense | 3,970 1,740 1,740 | | | Loss on sale of property and equipment | | - 112 2 | | (Gain) loss on sale or closure of fitness center operations | (481) - 4 | | | Operating right-of-use assets and operating lease liabilities, net | (107) (58) 130 | | | Changes in assets and liabilities | | | | Accounts receivable, net | (2,966) (1,398) 1,000 | | | Vendor rebates receivable | (699) (944) (726) | | | Due from related parties | (299) 333 (61) | | | Inventory | (1,831) (552) (676) | | | Prepaid expenses and other assets | (6,035) 1,984 (2,196) | | | Deferred costs | 2,083 302 76 | | | Accounts payable and other accrued expenses | 1,226 4,001 (1,076) | | | Due to related parties | (109) (253) 142 | | | Deferred revenue | 5,154 1,004 2,545 | | | | Net cash flows provided by operating activities | 126,828 66,704 64,314 | | Cash flows from investing activities | | | | Purchases of property and equipment | (591) (1,407) (1,898) | | | Proceeds from sale of property and equipment | 525 - 13 | | | Cash acquired in common control transaction | 2,172 - - | | | Purchases of software development and license costs | (6,847) (8,654) (7,472) | | | Purchases of trademarks | (20) (29) (28) | | | | Net cash flows used in investing activities | (4,761) (10,090) (9,385) | | Cash flows from financing activities | | | | Proceeds from issuance of long-term debt | 524,000 - - | | | Principal payments on long-term debt | (29,000) - (1,213) | | | Financing costs related to issuance of long-term debt | (14,892) - - | | | Cash contributions | | - - 1 | | Distributions paid to member | (599,060) (60,125) (53,469) | | | | Net cash flows used in financing activities | (118,952) (60,125) (54,681) | | Effect of exchange rate on cash flows, net | (2) (4) (13) | | | | Net increase (decrease) in cash, cash equivalents and restricted cash | 3,113 (3,515) 235 | | Cash, cash equivalents and restricted cash | | | | Beginning of year | 13,119 16,634 16,399 | | | End of year | | $ 16,232 $ 13,119 $ 16,634 | | Supplemental disclosures of cash flow information | | | | Cash paid for interest | | $ 52,480 $ 24,419 $ 24,488 | | Supplemental schedule of noncash investing and financing activities | | | | Right-of-use assets acquired under operating leases | | $ - $ 1,569 $ 975 | | Distributions of software development to member | | - 1,143 - | | Contribution of net liabilities from member | (3,531) - - | | | Contributions of intangible assets | 13 2 - | | | Contributions of software development and license costs | 6,916 1,027 - | | The accompanying notes are an integral part of these consolidated financial statements.

Source: Item 23 — RECEIPTS (FDD pages 62–248)