Greetings, and welcome to the Xponential Fitness Fourth Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Avery Wannemacher, from Investor Relations. Thank you.

Thank you, Operator. Good afternoon, and thank you all for joining our conference call to discuss Xponential Fitness fourth quarter and full year 2023 financial results. I am joined by Anthony Geisler, Chief Executive Officer; Sarah Luna, President; and John Meloun, Chief Financial Officer. A recording of this call will be posted on the Investors section of our website at investor.xponential.com. We remind you that during this conference call, we will make certain forward-looking statements, including discussions of our business outlook and financial projections. These forward-looking statements are based on management's current expectations and involve risks and uncertainties that could cause our actual results to differ materially from such expectations. For a more detailed description of these risks and uncertainties, please refer to our recent and subsequent filings with the SEC. We assume no obligation to update the information provided on today's call. In addition, we will be discussing certain non-GAAP financial measures in this conference call. We use non-GAAP measures because we believe they provide useful information about our operating performance that should be considered by investors in conjunction with the GAAP measures that we provide. A reconciliation of these non-GAAP measures to comparable GAAP measures is included in the earnings release that was issued earlier today prior to this call. Please note that all numbers reported in today's prepared remarks refer to global figures, unless otherwise noted. I will now turn the call over to Anthony Geisler, Chief Executive Officer of Xponential Fitness.

Thanks, Avery, and thank you all for joining us this afternoon. During 2023, we experienced substantial growth in revenue and adjusted EBITDA, while further streamlining our business and better positioning Xponential for an even stronger year in 2024. As the largest health and wellness franchise door as of year-end, we had 3,062 studios operating globally with 6,255 licenses sold across our portfolio. In 2023, we opened an average of 1.5 new studios each day, and we have the pipeline to continue at that rate in 2024. North America run rate average unit volume or AUVs continue to rise, and Xponential members have repeatedly demonstrated their consistent commitment to their health and wellness routines. During the year, total members across North America grew 21% year-over-year to 717,000, while our visitation rates increased 31% to a total of 51.5 million in studio visits for 2023. This drove North American system-wide sales to over $1.4 billion in 2023, an increase of 36% over 2022. North America run rate average unit volumes of $590,000 increased 13% from $522,000 in 2022, while same-store sales increased 16% for 2023. Same-store sales growth was strong across our studio vintages and not limited to just new studios. In fact, studios older than three years increased 17% in 2023, demonstrating the value of adhering to our operating model and the durability of our modalities. We are pleased to see this continued growth at the studio level, and while we do not yet know the maximum potential of our AUVs, over 350 North American studios across our portfolio achieved $1 million or higher AUV in Q4, with another 160 exceeding $900,000. While these high AUVs are predominantly concentrated in Club Pilates, there are studios in StretchLab, Rumble, Pure Barre, YogaSix, and CycleBar, and of course Lindora that have crossed the $1 million AUV threshold. We remain focused on driving AUVs higher as we execute on our in-studio growth strategies. Beginning with revenue, in 2023, net revenue totaled $318.7 million, an increase of 30% year-over-year. Adjusted EBITDA totaled $105.3 million or 33% of revenue, up 42% from $74.3 million, or 30% of revenue in 2022. As we continue to open more studios, our model continues to scale, enabling us to leverage our centralized back office and improve margins. Though the 2023 margins were shy of the 35% we sought as we worked through our restructuring efforts, we remain on track to reach our 40% target in 2024. Let's now turn to our first strategic growth driver, the increase of our franchise studio base. We ended 2023 with 3,062 global open studios opening 557 in new studios during the year, with 438 in North America and 119 international. We currently have over 400 leases and LOIs signed for studios not yet open. We sold 805 licenses globally in 2023 and our pipeline includes almost 2,000 licenses sold and contractually obligated to open in North America, plus an additional over 1,000 master franchise agreement obligations. We were particularly encouraged to see that almost half of our 2023 North American studio openings came from existing franchisees, with existing open studios highlighting our franchisees' continued reinvestment in and commitment to our brand portfolio. While this phenomenon was the most prevalent in Club Pilates, it was also true across all of our other scaled brands, including CycleBar, Pure Barre, YogaSix, and StretchLab, as well as Rumble 2; despite the brand's relative young age, we already had existing franchisees open additional locations in 2023. We take pride in the support we provide to our franchise operators and we kicked off this year by holding franchisee forums with franchisee-selected representatives from each brand to discuss what they believe is and isn't working. The franchisee reps were selected by a popular vote by each brand's franchisees and have started spending time in-person at our headquarters to formulate a targeted action strategy that we plan to execute on by the end of Q2. We are encouraged by the conversations and the opportunity to further streamline our support and offerings across the system, and we plan to continue holding regular strategy sessions with these franchisee representatives. We have already started franchising our recently acquired brand Lindora, a leading metabolic health provider. The health and wellness market is large and growing and supported by strong secular trends. Lindora has ideally positioned us to continue tapping into the broader consumer demand for holistic and comprehensive approaches to health. We believe consumers increasingly understand the connection between regular fitness routines, metabolic health, nutrition, and overall wellbeing, and pursue lifestyles that align with those values. Through Lindora, we are able to offer consumers a more comprehensive wellness solution. We see the Lindora acquisition as the foundation for our long-term broader strategic expansion into health and wellness, and we're excited about the growth prospects in this market. There are 42.5 million addressable households for Lindora. Based on using existing Xponential trade areas nationwide, we are finding that 69% of the 42.5 million of Lindora's national core member households are captured by an existing Xponential Fitness studios trade area. Lindora has a lot of runway where Xponential has already proven to be successful. We are actively working with Buxton, a data-driven real estate analysis company, to identify the clinic potential across the U.S. Buxton, from preliminary work, sees the greatest similarities between the Lindora member profile and our current Club Pilates and StretchLab member profiles. Buxton expects that the total addressable market for Lindora will be similar to the total addressable market of our other brands. As a company, we continuously evaluate our portfolio to ensure profitable growth, optimize global customer experiences, and drive long-term value creation for our stakeholders. We think about successful portfolio construction not just from the perspective of acquiring new brands and opening new studios but also from the perspective of ensuring alignment with our three-year financial growth targets. As part of our optimization efforts, we recently announced a divestiture of STRIDE Fitness to Stride Fitness Franchising, Inc., which is owned by Shaun Grove, the current President of Rumble Boxing. STRIDE accounted for less than 1% of our studio base and system-wide sales in 2023, and after considering potential alternatives for STRIDE, we found this transaction was the best option for both Xponential and the STRIDE brand. We are particularly pleased to transition STRIDE to an experienced franchise owner and operator. Another optimization effort that will result in immediate margin expansion is the refranchising of company-owned transition studios and the elimination of related operating losses. We had previously committed to fully exiting our portfolio of company-owned transition studios, and as of today, we have only a small number of corporate studios remaining. It's also worth noting that as part of no longer operating studios and wanting to concentrate our resources around the growth of our traditional studios, we have exited our corporate-owned LA Fitness locations in the first quarter of 2024. Note that existing franchise LA Fitness locations will continue operating. Finally, I wanted to provide an update on our litigation with ClubReady. Xponential has resolved this litigation at the end of 2023 and is in the process of launching an RFP to ensure that our studios have access to best-in-class point of sale technology. Let's now discuss our second growth driver, international expansion. During 2023, we expanded into seven new countries, bringing our total country count to 23. At year-end, we have over 1,000 studios obligated to open under master franchise agreements and will continue expanding our brands into new and existing countries under the leadership of our recently hired international President and team. Earlier this year, we announced that Pure Barre and YogaSix are entering the Japanese market through a master franchise agreement with Sunpark Co., who is the current master franchisee for StretchLab in Japan. This brings our brand count in the country to seven, the largest count of Xponential brands outside of North America. Japan has demonstrated strong demand for our concepts where Club Pilates alone has opened 45 locations with the potential of an additional more than 100 studios obligated to open for Club Pilates alone. We are encouraged to see that even though our average Club Pilates studios in Japan are less than a year old, with most of them having opened in 2022 and 2023, run rate AUVs are already well exceeding $500,000. From a brand evolution perspective, these AUVs are already well exceeding the performance that we saw for Club Pilates domestically in year three of operations. As a reminder, our international business provides Xponential with nearly 100% margin flow-through. The model is asset-light with Xponential receiving a revenue share from the master but carrying minimal corresponding SG&A given that the studio, SG&A and CapEx are fully funded by the master franchisee. In summary, we are proud of our 2023 performance in the strategic realignment we have achieved, and we are entering 2024 from a position of strength. We remain on track to achieve the projections laid out at our Analyst and Investor Day in September of last year, and we expect our refocus on core operating activities to result in strong cash flow and significant margin expansion in 2024 and beyond. Before turning the call over to Sarah, I'd like to take a moment to highlight our annual franchisee convention, which took place in Las Vegas in early December. During the event, over 2,000 attendees came together to celebrate achievements in 2023, share best practices, and set the strategy for 2024. It is always great to experience the excitement of the event and speak with franchisees from all over the world. Thank you to our franchisees and employees for all your hard work and dedication, which have helped make Xponential Fitness what it is today. And with that, I'll pass the call on to Sarah.

Thank you, Anthony. Xponential continued to produce exceptional results within the fourth quarter of 2023, with visitation rates in North America growing 27% year-over-year and our North American actively paying membership base growing 22% year-over-year. Our studios are an essential part of our members' weekly routines, and as such, frozen memberships have remained consistently low. We've continued to see strong visitation trends so far in the first quarter of 2024. New member acquisition and retention is important for growing and sustaining AUVs, and we know that customer experience and satisfaction ultimately drive engagement. Over the last few months, we have focused our efforts on introducing new class formats at a few of our brands and repurposing existing equipment as a means of engaging and retaining members. New and improved class formats create a better experience for our members, and we are excited to continue innovating within our studios so that we stay both relevant and cutting edge. In 2023, we introduced a new class format at Pure Barre that resulted in a 15% North America's same-store sales growth for the year. We are also testing the rebranding of AKT into KINRGY Studios with new dance class formats and studio branding, launching in March, in an effort to replicate the success we had at Pure Barre. Julianne Hough, who is well known among dancing enthusiasts from Dancing With the Stars, is behind the KINRGY concept, which we believe will help revitalize our dance modality. Julianne has been instrumental in helping drive awareness for the rebrand, engaging and energizing her network both in-person and online. Similarly, at CycleBar, we launched a new strength-focused class format this January. The strength class was the highest utilized class in January, which helped drive the 11% year-over-year increase in North American visits per studio and resulted in the highest number of visits per studio since COVID. In addition, except for Lindora, all Xponential Fitness brands are now available on Gympass. We are excited to have access to the Gympass membership network, which allows our studios to fill access inventory and further expose Xponential's brands to an even greater audience. Now turning to Lindora, for over 50 years, Lindora has helped tens of thousands of people live healthier lives through its suite of services that support metabolic health, including weight management programs that incorporate nutrition, lifestyle, and the latest innovations in weight loss medications, IV hydration, hormone replacement therapy, and other services. As a reminder, the Lindora transaction is immediately accretive to earnings and EBITDA, enhances Xponential's AUV, and catalyzes future unit growth. At present, Lindora has 31 locations with run rate AUVs of roughly $900,000 as of Q4, and January showing particularly strong performance. 30 of the 31 locations are located in Southern California, which gives Xponential a large amount of white space to sell new franchises as virtually all geographies in North America are untapped. Since acquisition, we have already built a pipeline of prospective franchisees who have expressed interest in acquiring the rights to develop Lindora franchises. Unit level economics are compelling, with the average cost to build a Lindora being an approachable upfront investment and in line with our other concepts. A clinic is approximately the same size as our current average studio footprint of 1,500 to 2,000 square feet. As a result, clinics can be placed in the same retail locations as our other brands, such as large shopping centers and grocery-anchored real estate, which allows us to leverage our existing real estate and brokerage relationships. In fact, one of Lindora's locations already shares a shopping center with an existing Xponential studio. Lindora has a diverse revenue base that is comprised of subscription memberships, nutrition products, medications, and other services, leaving us with several avenues to pursue additional AUV growth. Lindora can also serve as a distribution platform for any new health and wellness concepts that emerge and has been at the forefront of the latest metabolic health development since the 1970s. While investors have frequently asked us about Lindora's exposure to increased interest in weight loss medications, we believe it is worth noting that the company operated successfully at $900,000 AUVs prior to the introduction of the most recent weight loss medications in March of 2023. We expect Lindora to offer a cross-selling opportunity with our existing studios. Working out is an essential part of any weight loss regimen, and we expect to fully capitalize on the opportunity to bring Lindora members into our boutique fitness studios. Conversely, many of our members are interested in nutritional offerings, and we are thrilled to now have a brand to refer them to. It really is a win-win. Thank you for your time today. I'll now turn the call over to John to discuss our fourth-quarter results and 2024 outlook.

Thanks, Sarah, and thank you to everyone for joining the call. In the fourth quarter, North America system-wide sales of $384.6 million were up 31% year-over-year. The growth in North American system-wide sales was driven primarily by the 14% same-store sales within our existing base of open studios that continue to acquire new members, coupled with 169 gross new studio openings. Further, 94% of the system-wide sales growth came from volume or new members, which has remained consistent with historical performance, and 6% coming from price. On a consolidated basis, revenue for the quarter was $90.2 million, up 27% year-over-year. 75% of the revenue for the quarter was recurring, which we have consistently defined to include all revenue streams except for franchise license sales and equipment revenues, given these materially occur upfront before a studio opens. All five of the components that make up our revenue grew during the quarter. Franchise revenue was $39.1 million, up 22% year-over-year. This growth was primarily driven by an increase in royalty revenue as system-wide sales reached all-time highs. In addition, an increase in monthly tech fee revenue and instructor training revenue was due to more studios operating domestically. Equipment revenue was $16.4 million, up 42% year-over-year. This increase in equipment revenue is the result of a higher mix of equipment-intensive brands, which have a higher price point compared to the same period prior year. Merchandise revenue was $10.1 million, up 27% year-over-year. The increase during the quarter was primarily driven by a higher number of operating studios and inventory purchases by existing studios to address the demand for retail as consumer foot traffic has grown compared to the prior year. Franchise marketing fund revenue of $7.5 million was up 29% year-over-year, primarily due to continued growth in system-wide sales from a higher number of operating studios in North America. Lastly, other service revenue, which includes sales generated from company-owned transition studios, rebates from processing studio system-wide sales, B2B partnerships, XPASS, and XPLUS, amongst other items, was $17.1 million, up 24% from the prior year period. The increase in the period was primarily due to higher revenues from our B2B partnerships. We significantly decreased the number of company-owned transition studios last year, resulting in the revenue generated from them ceasing along with the cost of operating the studios. This will ultimately result in improved margins for Xponential going forward. Turning to our operating expenses, cost of product revenue was $17 million, up 39% year-over-year. The increase was primarily driven by a higher volume of equipment installations for new studio openings and a higher mix of equipment-intensive brands in the period. Cost of franchise and service revenue was $4.6 million, down 5% year-over-year. The decrease was driven by lower costs of advertised franchise license commissions in the period. Selling, general and administrative expenses of $50.8 million were up 47% year-over-year. The increase in SG&A was primarily the result of higher operating costs in the period associated with company-owned transition studios and restructuring costs for studios where we have ceased operations. As previously discussed, we have shifted our transition studio strategy, which will decrease SG&A expenses and improve EBITDA margins. Since we announced this shift at the end of the second quarter of 2023, the number of company-owned transition studios has declined from 84 to only four studios remaining as of the date of this call, with some of these studios being refranchised to new owners and some closing permanently. Within SG&A, the largest liability we continue to work through is our commercial leases. We expect this one-time restructuring will continue in 2024 and will be finalized once we have settled the remaining outstanding leases with landlords. The investments we are making to streamline operations back to a pure franchise model will optimize forward-looking SG&A expenses, resulting in increased margin levels. In 2023, net operating losses associated with transition studios were approximately $10 million, which will be materially gone in 2024. Additionally, as projected on our third quarter 2023 call, our annual franchise convention added approximately $5 million in sequential SG&A expenses, which were largely offset by sponsorship revenues from the event that brought the net expenses down to $1.5 million for the fourth quarter. Impairment of goodwill and other assets was $4.8 million and was primarily due to the company-owned Rumble studios being reclassified as held-for-sale and the resulting write-down of leasehold improvements, reacquired franchise rights, and goodwill. Depreciation and amortization expense was $4.2 million, an increase of 2% from the prior year period. Marketing fund expenses were $6.4 million, up 39% year-over-year, driven by increased spending because of higher franchise marketing fund revenue. As a reminder, each of our franchise locations contributes 2% of sales to our marketing fund. Therefore, as the number of studios and system-wide sales grow, our marketing fund increases. Since we are obligated to spend marketing funds, an increase in marketing fund revenue will always translate into an increase in marketing fund expenses over time. Acquisition and transaction expenses were a credit of $0.5 million versus an expense of $8.2 million in the fourth quarter of 2022. As I have noted on prior earnings calls, this includes the contingent consideration activity, which is related to the Rumble acquisition earn-out and is driven by the share price at quarter end. We mark-to-market the earn-out each quarter and accrue for the earn-out. We recorded a net loss of $9.1 million in the fourth quarter or earnings of $0.10 per basic share compared to a net loss of $0.4 million or a loss of $1.13 per basic share in the prior year period. The higher net loss was the result of an $8.8 million increase in restructuring costs from our company-owned transition studios, $6.6 million of lower overall profitability, and a $4.9 million increase in impairment of goodwill and other assets, offset by an $8.8 million decrease in non-cash contingent consideration primarily related to the Rumble acquisition and a $2.8 million decrease in non-cash equity-based compensation expense. The impairment of goodwill and other assets, as previously mentioned, was primarily due to the company-owned Rumble studios being reclassified as held-for-sale. We continue to believe that adjusted net income is a more useful way to measure the performance of our business. A reconciliation of net income to adjusted net income is provided in our earnings press release. Adjusted net income for the fourth quarter was $4.2 million, which excludes the $0.5 million gain in fair value of non-cash contingent consideration, a $0.1 million liability increase related to the fourth quarter remeasurement of the company's tax receivable agreement, the $4.9 million impairment of goodwill and brand assets, and the $8.8 million restructuring charge. This results in adjusted net earnings of $0.08 per diluted share on a share count of 55.4 million shares of Class A common stock after accounting for income attributable to non-controlling interest and dividends on preferred shares. Adjusted EBITDA was $30.7 million in the fourth quarter, up 38% compared to $22.2 million in the prior year period. Adjusted EBITDA margins grew to 34% from the fourth quarter compared to 31% in the prior year period. As Anthony mentioned, we have positioned the company for higher margins by increasing the operating leverage going forward, and we continue to expect margins to reach 40% in 2024. Going forward, we'd like to provide a comprehensive summary of our annual results each year that will include more granular brand level metrics and data. It is important to note that this additional data will only be provided during our Q4 calls. At times, I will discuss our scaled brands in our portfolio or those brands with greater than 150 studios operating in North America, which currently include Club Pilates, CycleBar, Pure Barre, StretchLab, and YogaSix. In 2023, the strongest license sales occurred in Club Pilates with 361, StretchLab with 159, and BFT with 149. These three brands represented 83% of the 805 licenses sold this year. Most licensed sales occurred in North America with 78% and the balance of 22% internationally. For openings, Club Pilates with 167, StretchLab with 163, and BFT with 71 represented 72% of the 557 new studio openings this year. Like license sales, new studio openings largely occurred in North America with 79% and the balance of 21% internationally. System-wide sales are driven directionally by the number of studios operating and the maturity of those studios. It is expected that the brands with a growing number of studios will continue to generate higher proportions of our system-wide sales as AUVs increase. Our scaled brands represented 92% of North American studio operating at year-end and contributed 95% of the system-wide sales in 2023. Club Pilates, with 905 studios operating at year-end, contributed 52% of our total system-wide sales for the year, with Pure Barre at 638 and StretchLab at 436 studios operating making up approximately 30%. Run rate average unit volumes continued to be strong among the scaled brands, and overall Pure Barre had the highest year-over-year increase and was up 24%, with Club Pilates and YogaSix up 15% and 13%, respectively. CycleBar AUV decreased 1% year-over-year, negatively impacted by studios that had most sales and subsequently closed in the fourth quarter of 2023. StretchLab AUVs decreased 4% year-over-year, primarily driven by a higher number of young ramping studios entering the AUV calculation given the high number of new openings in that brand. Same-store sales across all the scaled brands were positive in every quarter throughout 2023, with Club Pilates, Pure Barre, and YogaSix again realizing the highest increases. Going forward, total same-store sales are expected to normalize from the 2023 mid-teens growth rates to the low-double and high-single-digit growth rates in 2024. Turning to the balance sheet, as of December 31, 2023, cash, cash equivalents, and restricted cash were $37.1 million, down from $37.4 million as of December 31, 2022. Total long-term debt was $328.5 million as of December 31, 2023, compared to $137.7 million as of December 31, 2022. The increase in total long-term debt is primarily due to the repurchase of 85,340 shares of convertible preferred stock at a price of $22.07 per share announced in January of 2023. These shares prior to the repurchase would have been convertible into 5.9 million shares of Class A common stock. While we assessed a possible whole business securitization as an option to achieve a lower interest rate, given the current high rate environment and not wanting to enter into a fixed longer-term commitment, we recently completed a two-year extension on our term loan with our current lender to preserve our optionality. The extension gives us the ability to float down with interest rates while, in parallel, preparing the company to opportunistically enter into a lower fixed-cost arrangement later. Let's now discuss our outlook for 2024. Based on current business conditions and our expectations as of the date of this call, we are initiating guidance for the current year as follows. We expect 2024 global new studio openings to be in the range of 540 to 560. This range is in line with the prior year studio openings and relatively equal at the mid-point over 2023. We project North America system-wide sales to range from $1.705 billion to $1.715 billion, or a 22% increase at the mid-point from the prior year and the highest North American system-wide sales in our history. Total 2024 revenue is expected to be between $340 million to $350 million, an 8% year-over-year increase at our mid-point of our guided range. Adjusted EBITDA is expected to range from $136 million to $140 million, a 31% year-over-year increase at the mid-point of our guided range. This range translates into a roughly 40% adjusted EBITDA margin at the mid-point. It is worth noting that we anticipate Q1 will be the lowest revenue adjusted EBITDA and have the fewest new studio openings quarter for 2024 and will gradually increase throughout the year similar to the ramp in 2023. And as I just mentioned, we anticipate same-store sales in Q1 will be in the low-double-digits and will normalize to the high-single-digits by the fourth quarter. We expect total SG&A to range from $135 million to $140 million range or $110 million to $115 million range when excluding the one-time lease restructuring charges and under $100 million when further excluding stock-based costs. In terms of capital expenditure, we anticipate approximately $9 million to $11 million for the year, or approximately 3% of revenue at the mid-point. Going forward, capital expenditures will be primarily focused on the integration of Lindora and maintenance of other technology investments to support our digital offerings. For the full year, our tax rate is expected to be mid to high-single-digits, share count for purposes of earnings per share calculation to be $31.5 million, and $1.9 million in quarterly dividends be paid related to our convertible preferred stock. A full explanation of our share count calculation and associated pro forma EPS and adjusted EPS calculations can be found in the tables at the back of our earnings press release, as well as our corporate structure and capitalization FAQ on our investor website. Finally, before turning the call over for questions, I want to communicate that the company is in the process of putting in place a new two-year and up to $100 million share repurchase program. Given the high cash generation expected over the coming years, we want to be in a position to opportunistically use excess operating cash to buy back shares at low valuations. This share repurchase program will not impact the company's ability to execute on opportunistic M&A targets and will be 100% funded using excess operating cash and not through additional leverage.

Thank you. And at this time, we'll conduct our question-and-answer session. Our first question comes from Randy Konik with Jefferies. Please state your question.

Hey guys, thanks a lot. I'm on a plane, so hopefully you can hear me. I guess, Anthony, I want to ask you about portfolio construction. You announced the divestiture of STRIDE. You've got some learnings from the recent acquisition in the wellness area with Lindora. So just maybe kind of give us your thoughts on how you're approaching your strategic direction going forward around potentially other areas of the portfolio, potentially, I don't know, trimming or not trimming and how you think about areas of focus for potential acquisitions going forward, whether it be fitness or wellness. Just give us some thoughts, there would be super helpful. Thanks, guys.

Yes. Thanks, Randy. I think managing the portfolio will always continue to be opportunistic. And so if we are able to repurpose labor or dollars or focus, whether that be into acquiring a new brand like Lindora and/or kind of reutilizing labor out of a brand like STRIDE into another brand, we will continue to do that. And so I think like any good portfolio, you would expect Xponential over the years to expand and contract from a brand perspective. But you'll find everything continuing to be, of course, in health and wellness. But as we continue to forge forward, we'll be focusing on what makes the most sense to focus on and modalities and verticals that make the most sense to focus on.

Great. And just, I guess lastly, John, maybe you can repeat the metrics you gave us around, you talked about a certain percent or a certain number of studios had AUVs above a million, a certain number above $900,000. I just want to get those repeated, if you can, and then give us some perspective on if you think about the younger businesses, Lindora, Rumble, et cetera, it would just seem like just through the mix you should be able to get those total company AUVs to continue to rise along with some healthy productivity improvements in the existing core as it is. So just want to get some thoughts there on a) just repeat the numbers that you gave earlier and b) just give us some perspective on AUV having opportunity to just rise at a mix but also rise through additional productivity gains. Thanks.

Yes. So starting with the prior statistics, the AUVs are over 350 that are over $1 million, and we have another 160 that are already over $900,000. So you're roughly well over 500 that are over the 900 plus. And then you look at the brands that those are in. These are the brands where you have strong AUVs and you have a lot of openings coming from as well. So one thing also, remember, it's not just in the Club Pilates and the Rumbles and some of those StretchLab brands. You also have high AUV performance in Pure Barre and YogaSix, and that's really encouraging because those brands typically have a higher age. But we're starting to see more openings in those brands as well. So you're kind of seeing a little bit of a resurgence in growth there. When you think about AUVs in total and the influence over time and the ability for AUVs to grow again, you got to refocus back on where in the brands are you seeing the most amount of growth on future. There was a slide up there kind of showing where we opened and sold licenses in 2023, and the concentration going forward is very similar. So you will see Club Pilates continue to open up studios at a healthy pace, a very high AUV, StretchLab, a lot of openings, a very high AUV. You're starting to see the Rumbles and BFTs come into the mix, a very high AUV. So you will see those brands really drive up with volume, the AUV. The thing that's also very comforting is when you look at it from a portfolio approach, you have brands like YogaSix, which have really strong same-store sales. So you expect to see as we open more of those, not only that the new studios are comping and growing at a very healthy pace from a cohort perspective but you're also seeing the older studios continue to grow at a healthy percentage as well. So Pure Barre, same thing, really strong 2023 growth, really strong same-store sales, a huge install base of open studios. So kind of going back to the question you asked Anthony about a portfolio approach, we're really focusing our resources and energies around these brands that are at scale, that have a lot of licensed sales already sold, and a lot of openings to come, because that's where the AUVs are really going to be driven from the health of those brands. So that's what we're going to focus our energy.

Very helpful. Thanks, guys.

Hey, Anthony, let me start with on Lindora, right? So that would suggest maybe 1,000 potential unit potential to start with. How do you think that kind of ramps in terms of openings and then the maturation curve, right? When you think about year one of AUV through year four or five, remind us how that looks versus the other brands.

Yes. I mean, Club Pilates started, if I remember the exact number, it was like 938, I think that Buxton did like six, seven years ago. And obviously, we have 1,000 approximately open of that today, plus about another 500 sold. So the total addressable market continues to expand over time as the modalities expand and the brand expands. Not at the cost of AUV, because as you've seen, Club Pilates from 2015 to 2024, a nine-year period, while you've watched TAM expand by 50% to 60% so far, you've also seen the AUV climb from what was originally about $250,000 to about $1 million. So you can get an additional 50% to 60% TAM while you're also seeing a 4x growth of AUV. When you speak about Lindora, yes, you can see over time that those will be most the same, much like StretchLab, where it started in the 500 range. And now we have 800 plus sold, almost 500 open. So you'll continue to see that TAM expansion. And so that's kind of what I think you'll expect over time. Lindora obviously is starting with about a $900 to $1 million AUV, where Club Pilates started at $250,000. So the idea is to go into Lindora, drive, focus on sales and conversion, add things like apparel, which we believe will do very well in there that they don't have now as a part of their retail mix, and continue to grow the AUV at that brand. So the first 18 months to 24 months are really franchise sales of a brand. And then you'll start to see openings for Lindora from a franchisee perspective. Obviously, the 31 will be existing this whole year, but by the end of the year, you'll start to see Q4 openings of Lindora in 2024. But you'll see the majority of openings in 2025, 2026, 2027, as we kind of sell and then build out the model.

The follow-up for maybe for John, right? So it looks like, at least by my math, around $60 million of free cash flow in 2024. Is that fair? And then how do you think about executing the buyback, consistent versus ASR given where the shares sit today?

In terms of free cash flow, I estimate it will be around 60% to 70% of the adjusted EBITDA, leaning more towards the 70% side. Regarding the buyback, we aim to maintain a business model that requires minimal capital expenditures while generating substantial cash in the future. I discussed this at our Investor Day in September. The plan is to use this capital to prioritize the growth of our business, including mergers and acquisitions to support both top-line and bottom-line growth. In cases where there are no immediate opportunities, we will proceed with share repurchases. Buying back shares at the current valuation seems favorable. Expect to see an increase in activity this year, and by 2025, we anticipate a solid buyback opportunity. We are also mindful of our existing debt and interest rates, and we’ve successfully extended our agreement with MSD, which offers us flexibility as interest rates adjust over time. This allows us to be strategic about whether to pay down debt or repurchase stock, ensuring we direct cash flow in the best interest of the company. Overall, our business is positioned to be highly cash generative, which facilitates opportunistic stock buybacks.

Yes. Hi, good afternoon. Thank you. John. I just wanted to follow-up. Could you give a little more color as we think about the SG&A dollar run rate you spoke to, and the decline in the underlying rate ex one-offs and stock compensation? Could you just give a little more color, the corporate studio impact, and anything else that's going into the projection there?

Yes. I mean, when you look back at 2023, one of the reasons why the SG&A was higher was because of the transition studios. So we spent a lot of resources and energy in the back half of 2023, focusing on getting studios refranchised where it made sense, and where it didn't make sense, we closed down studios. I talked about the true run rate of our SG&A being in that $110 million to $115 million range. That's where it is when you exclude the P&L impact of breaking these leases with landlords. So those are one-time in nature. So we will be in that kind of $110 million to $115 million range for SG&A. When you take out stock-based comp, you're under $100 million. Over time I think SG&A as a percent of revenue in a, what I can say a most efficient state or after you exclude stock-based comp will be in that kind of mid-high 20%s of revenue range. So we look at the restructuring costs and the lease liability as one-time, so we're excluding it from the purposes of our normal run rate for SG&A, which should be in that $110 million to $115 million range. With stock-based comp, without stock-based comp under $100 million for the full year, next year or in 2024.

Great. Thanks for that added detail. And then one follow-up. Just wanted to ask about the Rumble brand. It looks like you sold fewer licenses relative to the number that you had opened in 2023. So just wanted to ask sort of the health of that brand, what you see going forward for Rumble. Thank you.

Yes, the brand is fine. I mean, there's 10 brands, 11 brands now minus try it again. So there's 10 brands to choose from. So it's not like we're driving one brand. And so that's kind of where the brand is from a franchise sales perspective; you'll find that in franchise sales in general, you will sell a brand like we've been selling Rumble since I think we bought it March prior to going public. So after 2.5 to 3 years, that's what you'll kind of see as you start to tap out the total addressable market. We've been selling that business for almost, it'll be three years this March, and then BFT after that, Lindora after that. So you don't want to see us selling 5,000 Rumbles because that means that we would be saturating the market. So nothing really to read into there. Same-store sales are up 11%. So the brand is doing fine. We're working with franchisees to engineer cheaper openings, make the item seven less expensive so we can get some opened, as we've been going and operating more like in any brand. We know what it's like to own 100 of a lot of things, but we don't know what it's like to operate 100 Rumbles. And so as you get from zero to 100, there are learnings that go on, and you find ways to value engineer the openings. So the openings are less expensive, but still don't have an impact on AUV. So you keep capacity the same, but you start to find ways that you can get the stores open for less money and then continue to operate them. So that's great.

Thank you. And our next question comes from Megan Alexander with Morgan Stanley. Please state your question.

Hey, thanks very much. First question, I just was wondering if you could give some color on any quarter-to-date KPIs. January is typically positive from a seasonality perspective, but I think we're all well aware weather hasn't been ideal. So was hoping you just give us any more color on what you're seeing, maybe as it relates to member adds, monthly visits quarter-to-date, and then how the comp is trending relative to the low-double-digit you talked about for the first quarter. Thanks.

Yes, we've been monitoring and assessing the key performance indicators influencing our Q1 activity. In January and February, we examined system-wide sales, same-store sales, active members, visits, total new members, and cancellations. We haven't observed any significant changes compared to the previous year that would indicate a shift in consumer behavior. January and February were slightly below our optimistic expectations, but overall, the business remains strong. Average unit volumes are performing well. There’s nothing to suggest that growth in Q1 is being hindered. I previously mentioned same-store sales, which we anticipate will normalize over time. I still project that for 2024, we will see a transition from low double digits to high single digits from Q1 to Q4. Therefore, you can expect a low double-digit increase in the first quarter, which aligns with our models. The growth in new members at the studio level reinforces this outlook. There are no major concerns; everything is aligning with our expectations and guidance.

Okay, great. Thank you. And then as a follow-up, I think if my math is correct, it looks like you may have closed around 94 stores in the fourth quarter. It's a pretty big step up from the third quarter. I know there were some transition studios left, but it still implies a pretty sizable number beyond that. So can you just help us understand what those closures were, and then how do we think about that run rate in 2024? I guess maybe said differently, you're expecting gross open 540 to 560. What should that look like on a net basis?

Yes. When you look at the fourth quarter, it was 87 studios that were closed in the fourth quarter. A fair amount of those were related to the transition studios that we discussed as part of our strategy. So you could probably look at that as more of a backlog of studios that we had acquired. When you kind of take the 131 studios that have closed inception to date of this company and extrapolate that back, you're looking at really like a 3% closure rate per year. So that kind of is our historical trend. So when you think about 2024, that's how we're kind of thinking about it going forward. We'll get more information quarter-to-quarter as we continue to operate. But right now, the best kind of indicator of future is obviously the past. So we're going to probably say it's probably in that low-single-digit percentage of total studios.

Thanks, guys. Good afternoon. This first question, I'm curious, any takeaways that you may have had from the franchisee convention that you hosted in December and having conversations with your franchisees? Was there anything that was on top of their mind?

Yes, it's great that you mentioned that, Joe. I always feel energized during convention time because it allows me to connect with our franchisees and operators, which is something I truly enjoy. Reflecting on this, I recall a smaller convention we had in November with CycleBar owners in Texas when we introduced our new training program, similar to what we did with Pure Barre. There's a palpable excitement at conventions, stemming from the communication and collaboration between franchisees and our team. To strengthen this connection, in January, I initiated franchise forums where franchisees nominated representatives to meet with me at the corporate office for an entire day. We documented our discussions and created actionable items, and we are currently working on completing those tasks by the end of Q2. While some tasks might take only minutes or days, technology development or third-party collaboration could take longer. I had the chance to meet with over 50 franchisees, totaling around 70 to 80 hours of direct interaction. We now have a list of ten tasks that we're actively updating, which shows the franchisees the ongoing communication and our commitment to addressing their needs. This process has been successful, and we are looking forward to repeating it in the first week of July to establish another set of tasks. By the time we reconvene at the convention you're referring to, we'll have accomplished two significant sets of tasks across all our brands, amounting to thousands of actionable items over the year. This initiative aims to align our goals with those of our franchisees, enhancing what works and addressing what doesn't.

Got it. Very helpful. Just to follow-up on that, in terms of the openings for this year, I think previously you had said that BFT and Rumble would represent about a quarter of 2024 openings. Is that still the case, and are you expecting any Lindora's open this year, or is that more of a 2025 event?

Yes. I mean, we're in the process of opening or selling Lindora right now. So the kind of the cadence when you buy a brand is a lot of upfront selling. And then you see in that six months to nine months by time they find a location and do the build out, they get open possibly to see a handful, maybe two handfuls of units in the fourth quarter of this year. When you look at the spread of where the openings are going to come from in 2024, we opened 30% in Club Pilates in 2023; you'll likely see a high volume similar to that. We had about 30% in StretchLab; you'll see a similar cadence of that. And then obviously, there'll be more BFTs and more Rumbles, probably in that 10% to 15% range as well. And then the rest sprinkled across the rest of the brand. So largely, this video mix that you saw in 2023 should be the expectation for 2024, and then an additional handful of Lindora's will come into the mix.

It's also good to note, Joe, that the Rumbles, we're already seeing existing franchisees opening additional Rumbles this year. So that brand will maybe have some additional upside as people kind of get in and rolling out all of those stores. So all of the high AUV brands are starting to see those kind of reopenings even earlier on.

Thank you. And our next question comes from Ryan Meyers with Lake Street Capital Markets. Please state your question.

Hey, guys, thanks for taking my questions. First one for me, so if we think about the 2024 guide, just wondering if you can talk about some areas where you think you potentially see some upside there, come in at the height of the range, if not better, if there's anything that you would expect to see come in throughout the year.

I mean, when you look at the revenue, the things that will be fairly flat is equipment revenues, right? Because really that's just replacement revenue. We opened 557 units in 2023. We're guiding about the same amount at the mid-point for 2024. So that line itself will be pretty just replacement revenue. The upside opportunities are always system-wide sales. We continue to look at ways to, as Anthony mentioned as he met with all the different brands on ways to improve performance at the brand level. Mix is always helpful too, if we continue to get more Club Pilates open faster and get them up to scale faster or up to kind of their base. AUV, that's encouraging. So I told Anthony this year is all about getting studios open, driving strong same-store sales, controlling SG&A, and getting the margin expansion that we went through the restructuring last year to achieve. So the opportunities are really same-store sales and openings. We have done a lot of work on equipment and retail to optimize that. So we're investing resources into that part of the operation to see how we could further support franchisees and drive better retail for them to encourage more sales at the in-studio. So there are some opportunities, but same-store sales and the royalty generation, that's the ticket.

Got it. That's helpful. And then wondering if you can comment on if you've seen any changes in the willingness of new franchisees to open up more studios or purchase more licenses.

No. When you look at, I mean, Q4 is probably your kind of your best indicator or 2023. In Q4, we opened 160 units approximately in Q4 alone, and we opened 90 in December. So if you look at the average of 2023, it was a store every other day, and you look at the average of December, it was twice that, three a day. So obviously, if there were franchisees that weren't wanting to open, then you wouldn't have seen the last month of the last reported quarter be the best the company has ever done and 2x the kind of system average. So that's pretty good. Also, half of those openings approximately for the year were done from existing franchisees. When you look at the backlog of our sold already prepaid for not open licenses, about 66%, or roughly two-thirds of those are from existing franchisees.

Hey, good afternoon. Thanks for taking the questions. First one for me is, can you just expand a little bit more on your decision to divest STRIDE? What really was behind that? And I know it's a small part of the mix, but just curious your thoughts and the reason behind that. And then going forward, is there a risk that maybe additional brands you might have to divest that may be struggling or a little bit weaker to allow you to lean into some of the larger brands? Thanks.

Thank you. There’s no obligation to divest or buy; we can choose to do neither. We evaluate our portfolio to determine the best way to optimize labor and resources. For example, the President of STRIDE will oversee part of Lindora. We have redirected all STRIDE labor to different segments of Xponential, as acquiring great employees is a significant challenge for any business. If we can reassign employees to different brands or parts of the organization, it allows us to concentrate on our core business and other areas. Recently, we have made strategic moves, such as transferring our Pure Barre Chief Marketing Officer to STRIDE and repositioning the President of STRIDE to Lindora. We've also brought back Martin, previously the CMO of StretchLab, to Lindora. This labor reallocation drives our strategy without having a huge impact on EBITDA. We aim to scale effectively with our high-value AUV brands. For instance, with Lindora, which generates $1 million in AUV with 31 units, it’s more beneficial to assign labor there rather than to a brand with lower AUV and fewer units. So, we focus on repurposing labor strategically. If opportunities arise, we will seize them. For STRIDE, we evaluated three bidders to find the best fit for our franchisees and partners moving forward. Shaun Grove, who was President of Rumble, expressed a desire to retire and pursue personal interests. His deep experience as a franchise lawyer and operator in boutique fitness, coupled with his enthusiasm for Rumble and STRIDE, made him a solid choice. He owns a successful STRIDE franchise in Pasadena and is eager to take on additional responsibilities with STRIDE. During our franchisee forums, we facilitated an integration with Shaun and the franchisees to ensure a smooth transition and address their needs.

Got it. That's super helpful. Thanks for all the detail. And then John, maybe could you expand a little bit on the cadence of EBITDA margin over the course of the year? I think you said maybe from a dollar perspective, it's going to be a little bit lighter here in Q1, but can you talk about from a margin perspective, will that also be kind of like even peeled quarter-to-quarter? Thank you.

Yes, great question. I was hoping someone would ask that. Looking at the first half and second half of 2024, you should anticipate studio openings, revenue, and EBITDA to be approximately 45% in the first half and 50% to 55% in the second half. Studio openings will account for about 20% in the first quarter, which translates to around 115 openings based on 550. Following this pattern, we expect the most openings to occur in the fourth quarter, similar to 2023. The benefit of EBITDA margins will be nearly immediate since we addressed the transition studios last year by closing or refranchising them, significantly lowering SG&A costs. Therefore, Q1 is likely to have the lowest EBITDA margin quarter, estimated to be around 37%. As we move into Q2 and Q3, we expect to see margins exceeding 40%. You can anticipate EBITDA in Q1 to be closer to what it was in Q4 of last year, with a gradual increase of a couple of million each quarter throughout the year, reflecting improvements in studio openings, revenue, and margin perspectives.

Thank you. And our next question comes from Alex Perry with Bank of America. Please state your question.

Hi, thanks for taking my questions. I guess just first, can you talk to us about your monthly churn rate and if you have seen any changes in that recently? Thank you.

Yes. When it comes to the churn, it's been very consistent. We do measure it after 12 months. So we typically look at churn and it's in the low-single-digits as a percent. So there hasn't been any change in customer behavior. We did again as we even looked into the first quarter of this year, very consistent from looking at it to Q1 of 2023, but it's been very consistent in that 1% to 3% range churn, nothing of deviation from what we've seen historically.

Perfect. And then just my last one. Can you just give us some more color on why openings sort of build throughout the year? Is this just sort of the normal seasonality of when franchisees generally open? And what sort of gives you confidence in the sort of gross opening number? Is that based on signed leases and LOIs, just a little more color on the opening progression would be very helpful. Thank you.

Yes, of course, Alex. Yes. As you see, and I said earlier on the call, there were actually 169 openings in Q4, which is a massive quarter and 90 openings in December. So the run rate for the year is about a club every 15 hours, and the run rate for December was three a day. So there's a big push always in Q4 in fitness, as I'm sure you're aware, for people to want to be open in January. So franchisees tend to work a lot harder to get deals done by year-end. Same with landlords. We deal with a lot of massive public real estate investment trusts, so they want to get deals on their books by 12/31. So landlords have a willingness to want to sign leases by 12/31 versus 1/1. So when you have a willingness of franchisees, the lessor and lessee coming together on the same day at 12/31, you'll see a lot more openings and negotiations happening for the last half of the year than you see in the first half. And yes, we have over 400 LOIs and leases currently signed that we have names, addresses, phone numbers, and dates of openings for by brand across the country, much like we gave you at the Investor Day in September, where we showed the list of ones that we have. We always have an ongoing visibility of about 400 to 450 domestic units and about another 100 plus on the international side. And that's how we get to that kind of 500 to 600 or 557 that we did last year. If you kind of look at the ability of that, I believe, and John can correct me if I'm wrong, but I think we got it to 500, 600 at the beginning of the year and we tightened that into 550 to 560 later in the year and we landed at 557. We had four openings the day after on January 1, so we would hit 561 if we would have had four people that would have had a class schedule. But given New Year's Day, some people tend to wait until January 2. So you can see from what we've been guiding to historically and what we've been hitting in the real world, we obviously have very great visibility into what we're able to see in the future.

Thank you. And our next question comes from Jeff Van Sinderen with B. Riley. Please state your question.

Hi everyone. So, wonder if you can speak a little bit more about the performance of the newly opened units over the last few months, what you're seeing there.

Yes, great question. We obviously monitor the cohorts by every quarter, and the one consistent data point is by month three. When you look at the studios that have opened in Q1, Q2, Q3, and Q4 by month three, most of these studios are doing $40,000 to $45,000 plus on average, which gives us really strong comfort that they're getting to that $500,000-ish range AUV almost immediately after doing the grand opening. So that's been very consistent. I just looked at the data prior to this call to make sure we had the most up-to-date information. And all those cohorts from every quarter of last year are doing strong. So it does show you that when you look at how we're opening studios, we are doing a better job every quarter as we go by to getting studios up to ramp faster, which is important for franchisees because it gets them to breakeven faster and profitability faster. And at $500,000 AUV in the average design model, it gets them into the target market range that is needed for the franchisees to make that 25% to 30% margin. So very healthy 2023 cohort doing better than the 2022 and 2021. As we also talked about same-store sales in some of these 36-plus month studios, mid-teens, double-digits. So again, it's not even the young brands that are kind of starting strong; it's even the older ones as well that continue to comp at a healthy rate.

Thank you. And at this time, I will turn the call back over to management for closing remarks.

Thank you, everyone for joining today's earnings call and for your support. We look forward to seeing many of you at the upcoming marketing events. And we'll speak to you again on our Q1 earnings call in May.

Thank you. This concludes today's conference. All parties may disconnect. Have a good day.