Greetings and welcome to the Xponential Fitness, Inc. Second Quarter 2024 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, Investor Relations. Thank you. You may begin.

Thank you, operator. Good afternoon and thank you all for joining our conference call to discuss Xponential Fitness's second quarter 2024 financial results. I am joined by Brenda Morris, Lead Director; Mark King, Chief Executive Officer; and John Meloun, Chief Financial Officer. Sarah Luna, President, will join Mark and John for the question-and-answer portion of the call. 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 obligations 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. As a reminder, in order to ensure period-over-period comparability and consistent with our reporting methods since IPO, we present all KPIs on a fully pro forma basis, meaning for the full KPI history presented, we only include brands that are under our ownership as of the current reporting period. For the period ended June 30, 2024, this includes AKT, BFT, Club Pilates, CycleBar, Lindora, Pure Barre, Rumble, StretchLab, and YogaSix. I will now turn the call over to Brenda Morris, Lead Director of Xponential Fitness.

Thanks, Avery, and thank you all for joining us this afternoon on Xponential's second quarter 2024 earnings conference call. During my brief tenure as Interim CEO, I enjoyed the opportunity to speak with many of you. On behalf of the entire board, we thank you for your engagement and patience during our leadership transition. Prior to announcing Mark King as the new CEO, we had been in active discussions for some time about adding him to our Board of Directors. During that process, we got to know him well, and we are thrilled that he agreed to assume the CEO role in addition to joining the Board. Mark has succeeded wherever he has been, rising from a territory sales representative to CEO in his 34 years at TaylorMade, growing sales and market share at Adidas, and most recently, adding 1,400 new locations and increasing international growth during his tenure at Taco Bell. The Board is equally impressed with Mark's career-long focus on workplace culture, franchisees, and exceeding end-user expectations. We have full confidence in his ability to lead the company moving forward and to further Xponential's mission of making health and wellness accessible to all. I'll now turn it over to Mark to share some high-level reflections from his first six weeks at the company.

I appreciate the warm introduction, Brenda, and thank you for all your help since my arrival. I look forward to continuing to work with you and our Board of Directors. Good afternoon to all of you. I am thrilled to be CEO of Xponential Fitness, and my excitement has only grown since I got here. So, first things first, why am I here? When you think about what, for example, Adidas and Taco Bell were like when I joined, you get an idea of what I look for: strong, growing brands, passionate stakeholders, scalable teams, and models that are poised to generate significant cash with a little bit of fine-tuning. I saw all of the same things in Xponential prior to me joining the company, and now that I'm here, I'm confident I am in the right place. Over the past six weeks, I have spoken to many people, franchisees, employees, and vendors, to get a better understanding of our business. Throughout the process, I have been impressed by the passion, hard work, and expertise of Xponential's franchisees and employees. While I obviously haven't yet had sufficient time to develop a detailed strategy, I thought it would make sense to share some early observations. To start with, Xponential has a strong stable of core brands that have significant growth and profit potential. For the foreseeable future, we will focus on growing our existing portfolio of brands rather than pursuing additional acquisitions. This will ensure that 100% of our management team's focus is on supporting the growth of our existing brands and franchisees. The single greatest determinant of our future success is the underlying health and profitability of our franchisees. We will put franchisees at the front and center of our operational processes and support efforts. Helping to ensure franchisees thrive will not just be a single initiative but rather our core focus across all operations every day. I referenced a minute ago that I haven't yet had the time necessary to develop a detailed strategy to share with you today. What I can tell you, though, is that high-growth companies like Xponential need to constantly innovate and adapt their cultural mindset to the pace at which marketplaces evolve in today's economy to not just grow but scale profitably. So, the strategic initiatives I will be developing and sharing with you in the coming quarters will be focused on architecting long-term predictable profitability. Lastly, I think it's important to also be matter-of-fact that refining how high-growth companies scale and mature doesn't take place in a vacuum. Together with John, the rest of the team, and our key stakeholders, we are also going to be navigating around the change in leadership away from a founder-led business amid some regulatory issues that the company has previously disclosed. As John will discuss in greater detail, they've had an understandable impact on the business in the near term, and our outlook needs to reflect that. From my vantage point today, though, I share John's confidence that those issues aren't going to meaningfully impact our multi-year goals, nor will some of the consumer spending issues we saw in the retail segment of the business. I will now turn it over to John to discuss our second quarter results and 2024 guidance.

Thanks, Mark. It's great to have you onboard, and thank you to everyone for joining the call. While we had hoped this wouldn't be the case, we are confronted with a reality where the business is facing some short-term disruptions from our change in leadership and continued regulatory uncertainty. In addition to some distractions at our senior leadership level that followed the resignation of our former CEO, we are also level setting how we operate more broadly under new leadership. We are excited about the long-term opportunity all this represents, but we will have to work through some shorter-term challenges as we transition away from a founder-led organization. Both the weaker second quarter results and the reduced guidance for the year should be considered in that context. Importantly, with regards to the second quarter, while some specific headwinds pressured our top and bottom lines in Q2, which I will detail shortly, the core studio operating KPIs that we use to measure the strength of the franchise system remain strong, including total member growth, total visits, as well as run rate AUVs, which have all achieved new historical levels. North America run rate average unit volumes of $638,000 in the second quarter increased 10% from $581,000 in the prior-year period. AUV growth continues to be driven by a higher number of actively paying members and the continued favorable trend of proportionate studio openings coming from our scale brands that generate high levels of sales. The improvement from mix can be attributed to the growth in our higher AUV brands like Club Pilates and StretchLab and further attributed to the recent optimization of the brands in our portfolio. Over the past eight months, we have acquired Lindora and we have divested Row House and Stride as we aim to own brands that best fit Xponential Fitness's long-term growth goals. Today, we are also announcing the winding down of our AKT brand. We expect this to be completed in the third quarter of this year. At the end of the second quarter, AKT had eight open studios and was not a significant contributor to revenue and EBITDA. Therefore, this winding down will not have a material impact on our financials. Further, we will not be pursuing the KINRGY rebranding partnership for AKT, as we instead will focus our resources on our remaining brands. We ended the quarter with 3,102 global open studios, opening 108 gross new studios during Q2, with 89 in North America and 19 internationally. There were 85 studio closures in the period. And as a reminder, we previously shifted our strategy regarding studio closures and are no longer taking on any company-owned studios. Rather, we are concentrating resources on helping franchisees identify and resolve issues as early as possible to improve operations and their success within our system. As a reminder, we are estimating normal annual closures in the range of 3% to 5% of the global system, but we expect closures to come in toward the higher end of the range this year. We sold 87 licenses globally in the second quarter, which trended lower due to approval delays in our annual franchise disclosure renewal cycle, in addition to elevated concerns in the franchise sales process around ongoing regulatory scrutiny. Despite these hurdles, which we believe will normalize over time, we still have over 1,800 licenses sold and contractually obligated to open in North America, plus an additional over 1,000 master franchise obligations internationally. This backlog of already sold licenses at our current rate represents over 5 years of future studio openings globally. On the international front, the company executed a new master franchise agreement for our BFT brand in Scandinavia. The growth expectations for Scandinavia will be 30 studios over the next 10 years. Second quarter North America system-wide sales of $421.5 million were up 24% year-over-year, with growth driven primarily by the 7% same-store sales increase within our existing base of open studios, coupled with growth from new studio openings. Roughly 95% of the system-wide sales growth came from volume or new members, which has remained consistent with historical performance, and approximately 5% came from price. On a consolidated basis, revenue for the quarter was $76.5 million, down 1% year-over-year. This was primarily driven by equipment, merchandise revenues, and other service revenues, which I will discuss shortly. 73% of the revenue for the quarter was recurring, which we defined as including all revenue streams, except for franchise territory revenues and equipment revenues, given these materially occur upfront before a studio opens. Franchise revenue was $43 million, up 22% year-over-year. The growth was primarily driven by higher royalties generated by the increase in system-wide sales on a larger base of operating studios and healthy same-store sales growth. In the quarter, we also recognized favorable franchise territory revenues driven primarily by the terminated licenses from the Row House brand. Equipment revenue was $12.9 million, down 10% year-over-year. With installation volumes materially the same year-over-year, the decrease in revenue was driven by a higher proportion of installations in the period occurring in brands that are less equipment-intensive. Merchandise revenue of $5.9 million was down 30% year-over-year and came in below our expectations. In the period, we did see a slowing in retail purchases by members at the studio level, which resulted in lower merchandise purchases from our franchisees to replenish inventory. The company instituted early in Q2 a one-time promotion and most recently in July offered a semiannual sale intended to stimulate franchisee merchandise buying. While we believe the lower sales are being driven by a general softness in consumer spending, that has been impacting retailers across different sectors. This softness and merchandise revenue did not carry over to membership growth trends in the period. We are excited by Mark's depth of experience in optimizing wholesale and merchandising as we evaluate additional ways to drive our merchandise sales for our franchisees and Xponential. Importantly, Q2 year-over-year growth in membership and visits have increased 17% and 20%, respectively. This demonstrates that traffic remains strong in our studios and our members continue to view Xponential's health and wellness offerings as an essential part of their routine. Franchise marketing fund revenue of $8.4 million was up 27% 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, among other items, was $6.3 million, down 51% from the prior-year period. The decline in the period was primarily due to our strategic move away from company-owned transition studios over the last year, resulting in lower package and membership revenues. Turning to our operating expenses. Cost of product revenue were $12.9 million, down 10% year-over-year. The decrease was primarily driven by a lower volume of installations in equipment-intensive brands and lower volumes of merchandise sales during the period. Given the softness in the merchandise sales in the period, the company recorded a $0.5 million write-down of slow-moving merchandise inventory, which did contribute to higher costs. Cost of franchise and service revenue were $5.8 million, up 57% year-over-year. The increase in franchise sales commissions was driven primarily by terminated licenses from the Row House brands. Selling, general, and administrative expenses of $37 million were down 1% year-over-year. The decrease in SG&A was primarily associated with a net lower cost from operating company-owned transition studios where we have ceased operations, offset by restructuring costs from settling the leases from the company-owned transition studios, and increased legal fees to address regulatory issues. Our strategy to shift away from taking on company-owned transition studios has decreased run-rate SG&A expenses and improved EBITDA margins. We continue to make progress on the remaining leases and expect to have entered settlement agreements with landlords for substantially all remaining lease liabilities by the end of the year. We have entered into settlement agreements on approximately $17 million of the original estimated $25 million in lease termination payments. The company has paid approximately $13 million through the second quarter. Impairment of goodwill and other assets was $12.1 million, up 67% year-over-year, primarily due to a decrease in CycleBar's actual and forecasted cash flows, resulting in the value of goodwill exceeding its fair value. Depreciation and amortization expense was $4.5 million, an increase of 5% from the prior-year period. Marketing fund expenses were $7.8 million, up 44% year-over-year, driven by increased spending afforded by higher franchise marketing fund revenue. As a reminder, 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 $1.2 million, compared to a credit of $31.3 million in the second quarter of 2023. As I have noted on prior earnings calls, this includes the contingent consideration activity, which is related to the Rumble acquisition earnout and is driven by the share price at quarter-end. We mark to market the earnout each quarter and accrue for the earnout. We recorded a net loss of $13.7 million in the second quarter, or a loss of $0.29 per basic share, compared to a net income of $27.5 million, or earnings per basic share of $1.44 in the prior-year period. The net loss was the result of $4.9 million of lower overall profitability; a $30 million decrease in acquisition and transaction income, which includes noncash contingent consideration primarily related to the Rumble acquisition; a $2.3 million increase in restructuring and related charges from our company-owned transition studios; a $4.9 million increase in impairment of goodwill and other assets primarily associated with CycleBar; and $0.9 million increase in loss on brand divestiture, partially offset by a $1.9 million decrease in noncash equity-based compensation expense. 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 second quarter was $0.7 million, which excludes $1.2 million in acquisition and transaction income; $0.3 million expense related to the remeasurement of a company's tax receivable agreement; $12.1 million related to the impairment of goodwill and other assets; $0.9 million loss on brand divestiture; and $2.3 million restructuring and related charges. This results in an adjusted net loss of $0.03 per basic share on a share count of 31.8 million shares of Class A common stock, after accounting for income attributable to non-controlling interest and dividends on preferred shares. Adjusted EBITDA was $25.4 million in the quarter, up slightly compared to $25.3 million in the prior-year period. Adjusted EBITDA margin was approximately 33% in the second quarter and flat with the prior-year period. The results were below our expectations primarily due to the lower equipment revenues on a higher mix of less equipment-intensive installs, as well as unforeseen headwinds related to the previously mentioned softness in merchandise revenues. Due to this softness, we also wrote down slow-moving retail inventory. During Q2, our unlevered free cash flow conversion exceeded 90% of adjusted EBITDA as we require minimal capital expenditures to grow the business. As a reminder, the company has approximately $160 million in federal and state net tax loss carryforwards that will result in a minimal cash tax burden for the coming years. We continue to expect that our anticipated interest expense in 2024 will be approximately $45 million, assuming no additional debt paid down, and we anticipate negligible working capital impact on cash flow. For the full year, we would expect levered adjusted EBITDA and cash flow conversion of over 50%, excluding any effects for preferred dividends and one-time restructuring costs, and this will convert to over 70% in the coming years. Turning to the balance sheet. As of June 30, 2024, cash, cash equivalents, and restricted cash were $26 million, down from $40.2 million as of June 30, 2023. Material cash uses in the period included the $5 million related to the settlement of company-owned transition studio leases and $11.5 million for debt principal and interest payments. Total long-term debt was $330.1 million as of June 30, 2024, compared to $265.9 million as of June 30, 2023. The increase in total long-term debt is primarily due to the repurchase and immediate retirement of approximately 2.6 million shares of Class A common stock under our accelerated share repurchase program in Q3 and Q4 2023. We continue to evaluate different financing options with potential lenders in efforts to reduce our interest expense. Let's now discuss our outlook for 2024. Based on current business conditions, the second-quarter shortfalls, operational impacts stemming from regulatory issues, our CEO leadership transition, and our expectations as of the date of this call, we are adjusting guidance for the current year as follows. We expect 2024 global new studio openings to be in the range of 500 to 520, down from 540 to 560, and representing an 8% decrease at the midpoint from the prior year. We project North America system-wide sales to range from $1.705 billion to $1.715 billion, unchanged from the previous $1.705 billion to $1.715 billion, and representing a 22% increase at the midpoint from the prior year. Total 2024 revenue is expected to be between $310 million to $320 million, down from the previous $340 million to $350 million, and representing a 1% year-over-year decrease at the midpoint of our guided range. Adjusted EBITDA is expected to range from $120 million to $124 million, down from $136 million to $140 million, and representing a 16% year-over-year increase at the midpoint of our guided range. This range translates into roughly 39% adjusted EBITDA margin at the midpoint. We expect total SG&A to range from $135 million to $140 million, or $110 million to $115 million when excluding one-time lease restructuring charges, and under $100 million when further excluding stock-based comps. In terms of capital expenditure, we anticipate approximately $8 million to $10 million for the year, or approximately 3% of revenue at the midpoint. Going forward, capital expenditure will be primarily focused on the integration of Lindora and maintenance on 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 31.8 million, and $1.9 million in quarterly cash dividends related to our convertible preferred stock, or $2.2 million if paid in kind. 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 end of our earnings press release, as well as our corporate structure and capitalization FAQ on our Investor website. This concludes today's prepared remarks. Thank you all for your time today. We will now open the call for any questions.

Our first question comes from Randy Konik with Jefferies. Please go ahead with your question.

Hey, good afternoon, everybody, and Mark, welcome. I guess, Mark, I want to focus on you and kind of maybe what would be very helpful to the audience is you brought up the word fine-tuning and you have these other great experiences in your history leading these other companies and very different types of companies at that. So, I guess what would be really helpful is you give us some perspective on maybe some of the problems you saw maybe at Adidas or at Taco Bell at the time and some of the fine-tuning you implemented there and maybe some of the issues you see here or the items you see here as an opportunity for you to fine-tune here at Xponential to start. Thanks.

Thanks, Randy. First of all, I think when I went to the Adidas business, it was very broken. So, it really was a turnaround, which this is nothing like a turnaround. The Taco Bell business was very robust. I think the challenge at Taco Bell was how do you grow same-store sales and how do you continue to grow a store base that's already at over 7,000. So, those were the challenges there. As I come here, and I look at, after just this is my sixth week on the job, I came here because there was so much good about this business. The brands are great. The momentum is very positive, and if you really look at the numbers of Q2, most of the big indicators are very positive. I think what I see is the growth has been very, very rapid, and internally, our processes, our ability to manage the complexity of the multi-brand strategy, those are things to me that need fine-tuning. I think you'll pick up G&A. And as we become more efficient and more effective, I think as we really focus on franchisee development, I would say, the first week here, I was able to spend four hours with seven of the eight brands and some of the franchisees and was really able to hear some of the challenges that they have, which allows us then to come back inside and say, how do we really organize around these challenges, which is around communication, training, coaching, getting some of the franchisees to understand how to make money in their studios. Those are things we've always done, but maybe to have it at a higher priority.

Super helpful. And then how do you think about just international? Obviously, a lot of experience there. Give us some of your thoughts on what you see as opportunities as you assess international going forward. Thanks.

Okay, Randy. A big opportunity in international. I heard that coming in, but now I really see it. The first thing I know from managing multi-brands over my life is that if a brand is very popular here in the United States, like Club Pilates, it transfers to other nations really nicely, and I think we are seeing that. And then you have an opportunity with BFT, which started in Australia, to really grow that internationally. And really the key internationally is to find really great master franchises. That's really the key is a great partner because you don't have as much oversight when you leave the country. And I think I was able to do that at my last job, and I'm really looking forward to finding those opportunities here.

Our next question comes from John Heinbockel, Guggenheim Partners. Please proceed with your question.

I wanted to begin with two quick points. You mentioned disruption and distraction. Can you clarify where that has manifested and how long it typically takes to address? Also, Mark, when considering feedback from the franchisees, apart from communication and training, is there anything specific they feel they are lacking from the platform?

John, thanks for the question. I'll take the second part first. The feedback from the franchisees was very consistent and that is better communication. Not really sure what that means in all cases, but it is one that we can fix rather simply by having more consistent monthly calls. I think they're looking to have a voice to be more engaged in what we are thinking about and the directions that we take, and I have a lot of experience around that, to almost to the point where before we make big decisions, we have hopefully some alignment around the direction and how we are going to do it. And I think what they're really asking for is a voice. They understand there's a difference between franchisor and franchisee. We have some responsibility, and they have to execute out in the field. I think by providing the support that they're asking for, which we have done a good job in the past, but I think reemphasizing that will go a long way to calm some of the noise.

Yes. And John, to kind of answer your question around the disruption, the best way to frame it up is there's probably about a 90-day or about one-quarter push out of where we thought we would be. So, in essence, the expectations for Q2 is the way we are looking at Q3 now. So, we did have some consumer impacts related to retail. Those flow through the P&L. There was some opening disruption in the quarter. The openings didn't go away. They just shifted to the right into the future. So, the getting back on track question is we'll return quickly back to where we should have been in Q2, and Q3 is how we kind of see the trajectory moving forward.

And then, as a follow-up, right, maybe John, if you can talk through, you took revenue down $30 million, you took EBITDA down $16 million. Obviously, those two relate to each other, but maybe the bulk of the revenue was that merchandise Q2, and then you're assuming the same thing in the back half. Was that the biggest piece? And then what else is in the $16 million? Whether there's SG&A or some other impact. If you could flush that out, that'd be helpful.

Yes. To give you an idea of the way we are looking at it, in Q2, the significant portion of the miss was in retail. Not only did we see below volumes of sales in the quarter, we also ran a promotion to stimulate buying from franchisees. We did it at the cost of margin. One of the other things that we did, given the slow-moving inventories, we did take a reserve against the slow-moving inventory. So, we are not put in a position where later we'll have to take that. We figured we'd just do it now while we saw the volumes down. The openings did come in a little bit less than we expected in the second quarter, again, shifting out into the future periods. So, the getting back on track question is we'll return quickly back to where we should have been in Q2, and Q3 is how we kind of see the trajectory moving forward.

Hey, guys. Thanks for taking my questions. First one for me, John, you just kind of talked in the last question that a lot of the studio openings got pushed into Q3, but overall for the full year, the new studio openings were taken down a little bit. So, maybe just unpack that. Is there a less of a willingness for franchisees to open up more studios or how should we understand that?

Hey, Ryan. It's just more of a timing thing. Again, when you think about, I don't want to say the quarter was taken off, but the distraction with all of the change, a lot of people kind of put themselves on hold, whether they were signing leases or moving forward with development. So, everything just shifted 90 days. So, the way we look at it is, given the push out of Q2, we do see the back end coming back with roughly about 300 openings in the second half. That's how we are looking at it. So, it's not that they're going away, it's just that everything shifted to the right. The momentum of where we are going with the distractions around Q2, people kind of paused for a little bit of time. So, getting that engine moving, talking to franchisees, making sure they're comfortable that everything is fine, there's no issues with the business, and that they can move forward. It just took us a little bit of time to get that rolling again. But we do expect in the second half the cadence of openings to grow quarter-on-quarter. And again, seeing roughly about the 300-ish openings in the second half from where we are in the first half.

Got it. That's helpful. And then is there any change in the same-store sales expectation for the second half of the year?

No, as we've always said that we expect same-store sales to normalize in the mid to high single digits. We are there 7.5% in the second quarter. I think you'll still see mid to high single digits, probably more in the middle of that range as we normalize through the end of the year. So, expectations are fine. Business is normalizing as we should. As I said on previous earnings calls, I think, we are finally in a year where you're getting normal normalization of same-store sales without COVID having prior-year impact. So, the business is doing well. Club Pilates continues to be an above-average performer when it comes to same-store sales. So, that necessarily does pull up the average in relation to the mid to high single digits. But you should continue to keep thinking about it very similar to Q2 and a little bit normalization in Q3 and Q4.

Hey, good afternoon, guys. Thanks for taking the question. I'd like to touch on the lower merch revenue that you cited and some consumer weakness but you're not really seeing it in the membership trend. And I guess the question is what gives you confidence that it's not going to eventually translate into membership and what gives you confidence that your consumer is still going to be coming in, even if they do have to cut costs and you're already seeing them have to cut costs? Thanks.

Yes, Korinne, we are examining this from various angles, and there was certainly a retail impact this quarter. What gives me confidence is the performance of our new studio openings; the Q1 cohort has actually performed better than previous cohorts from 2023. While the Q2 cohort has only been open for a maximum of three months, it is showing similar strong trends. As we open more locations, we are seeing a significant number of new members joining. Thus, our new growth continues to demonstrate strength. When we look at the studios that have been open for over 36 months, our same-store sales have increased by 8%. This indicates that our older studios are performing better than those less than three years old. Overall, our membership continues to grow and has not declined; we still see an increase in net members at the end of each month and quarter. Conservatively, we can say we have not observed any signs of consumers weakening to the extent that they might consider giving up their gym memberships. The data does not reflect that. Typically, we achieve around 5% price increases, and the main driver of system-wide sales growth is volume, which remains stable. We understand that fitness is an essential part of our members' lifestyles and well-being, and we haven't seen any inclination from them to sacrifice that due to costs.

Got it. Very helpful. Thank you. And then on the investigation that you've been undergoing, I think when we last spoke, you were communicating that a lot of it was on KPIs of the business. Could you just provide an update on how you're addressing those, and I guess how far along in the process are you in cleaning that up? Thanks.

Yes, Korinne, this is Mark. We can't comment on that investigation at this time.

Thanks. Good afternoon, guys. John, the 3% to 5% closure rate is pretty high when you consider Club Pilates and StretchLab are probably not closing many stores and the remaining brands are not that large of systems. So, can you discuss about or talk about what is driving those closures and then what you're doing to reduce that rate of closures in those brands?

In the quarter, we had about 85 closures. What you're observing, Chris, is that we shifted strategies in the latter half of last year to begin winding down the company’s management of transition studios. Additionally, we've started to decrease the support we provide to franchisees, aiming to enhance our assistance and processes to help them understand their challenges. The issues you're seeing in Q2 seem to be a delay linked to studios reaching a point where they should have either ramped down or closed over time. Most closures are within the CycleBar brand, with many franchisees pre-existing the CycleBar acquisition, faced with higher operating costs and more challenging breakeven points. Furthermore, the cycling modality hasn't completely bounced back from pre-COVID levels. Thus, the primary fallout is in that brand. Moving forward, as Mark mentioned, our focus will be on what we can do to improve these processes and ensure franchisee success. We are dedicating resources to this effort. Currently, I view this as a bit of a bottleneck. Regarding the 3% to 5% closure rate, as I noted during the call, we are likely to lean towards the higher end of that range this year. Based on our data, I believe Q2 marked the peak for closures this year, and we should see a decrease in the second half.

Okay. And then, Mark, you mentioned the company had no plans for acquisitions, but would the company consider making additional divestitures?

So, Chris, let me say this. I think short-term for me coming in, I really like the brands that we have right now. Some are performing at a high level, others are developing. I think short-term, I'd just like to see us maximize the return, not only on the ones that are developing, but also find ways to grow, for example, Club Pilates. We are not really talking about any more divestiture right now, and we are also not talking about acquisition, but I think that will change as time goes on. But for right now, I would say, I'd like to build these brands. We need our infrastructure here at headquarters to be able to catch up to this rapid growth that Xpo has had over the last 4 or 5 years. So, those are short-term for me, and I think that will provide plenty of short-term growth, and then we can look at acquisitions as we go forward.

Yes. Hi, good afternoon, and Mark, welcome. I want to follow-up some of your introductory remarks. I know you talked about some of the short-term issues really not impacting the multi-year goals. Could you maybe just shed a little more light on your thinking there? I know it's early, but maybe if you have any perspective on what sort of a high growth or appropriate growth level for a concept like Xponential may be. And in part, my question relates to prior Analyst Day targets for the company where the plan was to sustain high teen system-wide sales growth. If that's realistic or do you think there might be more of a pause in the short-term before returning to that type of growth?

Jonathan, nice to meet you. First of all, I think it's a little early for me to have that kind of an outlook, but I guess what I meant in my opening comments is if you look at the big indicators, AUV growth year-on-year is up 10%, system-wide sales up over 20%, visits, and memberships continuing to grow, and we have a pipeline of licenses to open 1,800 more in the United States and 1,000 outside the United States. So, I think there's plenty of opportunity to deliver the growth expectations that we've been talking about. Then I think, once we stabilize that and really get back to getting past some of these short-term headwinds, then I think we can look at what the growth rate should be. One of the things I really want to do, though, is to come back with a predictable growth rate so we can have some stability around expectations. And I'm not really sure where that is yet, Jonathan, but I think that's my goal here in the next few quarters.

Yes. So, the full year revenue guide we did the $300 million to $310 million. I think the way to think about the cadence is you will see Q3 and Q4 get back to where the Street was expecting Q2 to be. So, from that perspective, the revenue does, it will continue to grow. The cadence is going to really be driven by two things: one is the continued growth with studio openings because then we get the benefit of the install. So, equipment revenues will be a driver in Q3 and greater in Q4. We typically open the most amount of studios in the fourth quarter, like we did last year. The royalties will continue to comp in that mid to high single-digit. So, you'll get that benefit. Equipment or merchandise revenue is going to be similar to Q2 is how we are looking at it. We are not going to get aggressive on the assumptions around revenue on the merchandise until we can just get a better handle on what's going on with the consumer and franchisee buying of retail. So, outside of that, I think you're really seeing Q3 and Q4 look much like how the Street was looking at Q2 and Q3. Again, just everything's just shifting out around 90 days, but you will see overall revenue growth much higher in the second half than the first half of this year.

Hey, good morning and welcome aboard, Mark. I was wondering if you can talk a little bit about what's embedded in the updated guidance in terms of pricing. Are there behaviors in terms of either elasticity or the mix of pack sizes that you're seeing that you're embedding in the second half?

Hey, Warren, I'll take that. I mean, embedded in the guidance around pricing, you remember our members when they first joined, their rate is initially locked in. So, from that perspective, there's no intention at this point to go back and raise rates or raise prices on existing members. Most of the price increase that we get is coming from new members. In essence, they're coming in at a higher price, as we open up these studios. So, the assumption around price is going to be consistent with what we've historically generated, which is about 5% of the growth in system-wide sales.

Got it. Thanks. And then my follow-up was just on the franchisee process changes or opportunities around changing the processes. It sounds like the biggest opportunity there is around communication, giving the franchisees more of a voice. Are there opportunities also around steps you can do to help with unit economics for the franchisees or the onboarding processes as they join the platform?

I'll take that, Warren. Yes, I think it's all of that. First of all, I do think Xponential's done a really great job of communicating with the franchisees. I think when they begin to struggle, then they look to us for solutions. And I think we have to be really attentive to what they're asking for and not just monetary support but understanding the P&L and how to drive profitability, looking at their P&Ls with them to find savings on labor or build-out costs or things that they might be spending money on. So, that really is what came through loud and clear meeting with all the different groups. I think we have the talent to do it. And it's just about how do you prioritize your support. I think that's going to be one of the big priorities going forward.

Thanks. Hey, guys, good afternoon. I'm trying to understand maybe the cadence of how the quarter trended for you since you raised the guidance in May and you were on the conference circuit in early June. So, it seems like some of the weakness you saw sounded like it happened late in the quarter, maybe June. One, is that true? And then two, did things actually normalize in July the way that you expected?

In early April, we implemented a promotion related to retail, but we observed a decline in consumer spending at the point of sale within the studio. This promotion was intended to boost retail orders at the wholesale corporate level. As the quarter progressed, we noticed continued declines in retail. By Q2, distractions related to the CEO transition impacted our outlook on equipment installs and retail performance, although it didn't escalate significantly as the quarter went on. As we entered June and July, we became more proactive and conservative in our retail approach, adjusting our outlook accordingly. We've stabilized our retail expectations and are optimistic about the openings and engagement with franchisees moving forward. Q2 felt like a stall, pushing initiatives to later timelines. However, we anticipate higher revenue and EBITDA in the second half, with margins expected to exceed 40% as we refine our outlook and effectively manage SG&A.

Hi, everybody. Thanks for taking my questions. First one for you, curious if you could give us an update just on the status of a potential refi. And just wondering, is it kind of on hold until the investigation's clear or you're still actively exploring it?

Yes, we have been pursuing two paths. Our main objective is to complete our securitization, which has been our focus for some time. However, this process has been affected by regulatory inquiries that we've encountered. We are evaluating the best option for the company, and I can confirm that there are multiple options available. We are trying to determine what will be in the best long-term interest of the company. We are weighing whether to continue with our current direct lending strategy or to achieve securitization in the near future. This decision involves balancing whether to secure something now or to address current issues so we can proceed with the securitization. We are actively working on this, and it is a priority for us. When Mark joined, I updated him on the situation, and we have engaged with the Board and held numerous discussions. We understand the necessary path forward, and I believe you will see some refinancing initiatives when the timing is right. We are taking our time to ensure we make the right long-term decision for the company to achieve more affordable capital. I think it was in 2025 was 45% is what we are marching toward. But to talk about 2024 second half, we talked about reaching 40% adjusted EBITDA margins in the year. As I previously mentioned, in the second half, we will get there. So, this Q2 shortfall does not have an impact on our ability to meet that guidance or instruction as far as the cadence is concerned. The second half of 2024, we do see above 40% adjusted EBITDA margins in our models. And I have a pretty high degree of confidence that we'll continue to keep marching after 2024 and '25 closer to 45% margin. Now that is pre all the fine-tuning that Mark will relay with us in the leadership team. But based on the model that we are looking at today, you will continue to see the cadence of adjusted EBITDA incline over time. Again, the key driver here is the growth in system-wide sales. The model at this point is very simple. We have a pretty fixed SG&A, you have 500-plus openings a year, you're seeing good same-store sales comp, good system-wide sales growth, and you're going to see royalties as a percent of your total mix continue to increase, and they're virtually 100% accretive and leverage through the model. So, as we continue to open more stores, continue to make improvements in the sales at our franchisee level, and generate higher sales and royalties, this thing just continues to leverage. So, second half greater than 40% adjusted EBITDA margin is what we are expecting for the second half. And I do believe in 2025 you'll continue to see the adjusted EBITDA margin ramp up closer to 45% in that year.

Hey, thank you to everyone for joining today's earnings call and for your continued support of Xponential Fitness. I really look forward to meeting many of you at the upcoming investor events in September and speaking with you again on our third-quarter earnings call in November. Thanks.

This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.