Does Bft offer franchises in any other line of business besides the one described in the Disclosure Document?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
Except as provided in this Item, we have not and do not offer franchises in any other line of business and we have not otherwise been involved in other substantive business activity.
Predecessors and Internal Reorganization
BFT® franchises were first offered in 2020 by Body Fit Training USA Inc. ("Body Fit Training USA") who continued offering franchises for the brand until October 2021. In October 2021, our affiliate, BFT Franchise Holdings, LLC (our "Predecessor") acquired from Body Fit Training USA all rights, title and interest in and to the BFT franchise system, trademarks, and other intellectual property. Body Fit Training USA's Australian-based affiliate has master franchise rights for the development of BFT-branded studios within Australia, Singapore and New Zealand. Predecessor has temporarily operated Studios in connection with the reacquisition of Studios from franchisees for purposes of resale to new franchisees.
From January 2022 through March 2023, franchises for BFT-branded studios ("Studios") were offered by Predecessor. To facilitate the possibility of future funding and financing opportunities (each a "Financing Opportunity") for our parent entities, in March 2023, we and our affiliates engaged in an internal reorganization (the "Reorganization"), pursuant to which we acquired from Predecessor, and currently own, the Marks (defined below) and other intellectual property related to the development and operation of Studios and the BFT System. We began selling franchises for Studios as of April 4, 2023. The Franchise Agreements, area development agreements, and certain other agreements related to Studios that were signed by Predecessor before the Reorganization were assigned to us as of December 31, 2023.
Parents and Potential Financing Opportunity
As part of the Reorganization, our direct parent, XPOF Assetco, LLC ("Assetco"), was created. As described in Item 21 of this Disclosure Document, Assetco guarantees our obligations as franchisor. Assetco's current direct parent is Xponential Fitness, LLC ("Xponential"). Xponential, via an intermediate holding company, is controlled by Xponential Fitness, Inc. ("XFI"), which is a publicly traded company listed on the New York Stock Exchange under the symbol "XPOF." We anticipate that, if a Financing Opportunity occurs, it would be conducted by newly created indirect parents (immediately upstream of Assetco) and that our and Assetco's only involvement in the Financing Opportunity would be to guarantee the obligations of our newly created indirect parents who are involved in the transaction. We expect that guarantee would cause the leverage ratio of debt to "Adjusted EBITDA" of Xponential and its subsidiaries (including us) to increase in an amount not determinable unless and until the details of the Financing Opportunity are determined. "Adjusted EBITDA" means 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.
Affiliates
Currently, there are 8 brands within the portfolio of brands owned and franchised by subsidiaries of Xponential: BFT®, Club Pilates®, CycleBar®, Lindora®, Pure Barre®, Rumble®, Stretch Lab®, and Yoga Six® (collectively, the "Xponential Brands").
Our affiliate, Club Pilates Franchise SPV, LLC ("CP SPV"), a Delaware limited liability company, has offered franchises for fitness studios that provide Pilates and other exercise classes under the CLUB PILATES® trademark ("Club Pilates Studios") since April 2023. Our affiliate, and predecessor to CP SPV, Club Pilates Franchise, LLC ("CP"), a Delaware limited liability company, previously offered franchises for Club Pilates Studios from March 2015 through March 2023. The franchise agreements, area development agreements, and certain other agreements related to Club Pilates Studios that were signed by CP before the Reorganization were assigned to CP SPV as of December 31, 2023. As of December 31, 2024, there were 1,029 franchised Club Pilates Studios in operation.
Source: Item 1 — THE FRANCHISOR, ANY PARENTS, PREDECESSORS AND AFFILIATES (FDD pages 7–12)
What This Means (2025 FDD)
According to the 2025 Bft Franchise Disclosure Document, Bft itself primarily focuses on franchising Bft-branded fitness studios and does not offer franchises in other lines of business. However, the document does state that Bft has several affiliates that franchise other fitness brands.
Specifically, the FDD mentions that Bft's affiliates include Club Pilates Franchise SPV, LLC which offers franchises for Club Pilates studios, CycleBar Franchising SPV, LLC which offers franchises for CycleBar studios, Lindora Franchise, LLC which offers franchises for Lindora studios, PB Franchising SPV, LLC which offers franchises for Pure Barre studios, and Rumble Franchise SPV, LLC which offers franchises for Rumble studios. These affiliated brands operate independently under the umbrella of Xponential Fitness, LLC, Bft's parent company.
Therefore, while Bft focuses on its core fitness franchise, potential franchisees should be aware that its parent company, Xponential Fitness, LLC, has a portfolio of various fitness brands franchised through different affiliate entities. This structure allows Xponential Fitness to diversify its offerings in the fitness industry.