Good morning, and welcome to the Life Time Group Holdings Fourth Quarter and Full-Year 2023 Earnings Conference Call. Please be advised that reproduction of this call in whole or in part is not permitted without written authorization from the company. As a reminder, this conference is being recorded. I will now turn the call over to [indiscernible], Vice President of Corporate Finance.

Good morning, and thank you for joining us for the Life Time 2023 annual earnings conference call. With me today are Bahram Akradi, Founder, Chairman and CEO; and Erik Weaver, Interim CFO and Chief Accounting Officer. During this call, the company will make forward-looking statements, which involve a number of risks and uncertainties that may cause actual results to differ materially from those forward-looking statements made today. There is a comprehensive discussion of risk factors in the company's SEC filings, which you are encouraged to review. The company will discuss certain non-GAAP financial measures, including adjusted net income, adjusted EBITDA, adjusted diluted EPS, net debt to adjusted EBITDA or what we refer to as net debt leverage ratio and free cash flow. This information along with reconciliations to the most directly comparable GAAP measures are included in the company's earnings release issued this morning, our 8-K filed with the SEC and on the Investor Relations section of our website. With that, it is my pleasure to turn the call over to Erik Weaver. Erik?

Thank you, Danny, and good morning, everyone. Before I begin, I'd like to take a moment and share how excited I am to be on the call with you today. I've been with Life Time for over 20 years holding various roles in the finance department and have made a seamless transition into my role as Interim Chief Financial Officer. We have an amazing company and a strong financial team. I'm now pleased to share our financial results. Starting with our fourth quarter. Total revenue increased 18.2% to $558.8 million driven by a 20.9% increase in membership dues and enrollment fees and an 11% increase in incentive revenue. Access memberships increased 5.2% to end the year at more than 763,000 memberships. Total memberships ended the quarter at approximately 815,000. Average monthly dues were $183 up 13.2% from the fourth quarter last year. Revenue per access membership increased to $711 from $640 in the prior year period as we continue to benefit from higher dues, increased visits, and increased in center activity. Net income for the fourth quarter was $23.7 million up 73% versus the fourth quarter 2022. Adjusted net income was $38 million an increase of $20.4 million versus the fourth quarter 2022. Adjusted diluted earnings per share was $0.19 compared to $0.09 per share in the fourth quarter last year. Adjusted EBITDA increased 28.7% to $137.7 million and our adjusted EBITDA margin of 24.6% increased 200 basis points as compared to the fourth quarter 2022. Our strong financial performance continues to drive growth in cash flow and a reduction of our net debt leverage. Net cash provided by operating activities increased 74.7% to $132.1 million as compared to the fourth quarter 2022. We reduced our net debt to adjusted EBITDA leverage to 3.6x in the fourth quarter versus 6.5x in the prior year period. For the full-year, total revenue increased 21.6% to $2.217 billion driven by a 24.4% increase in membership dues and enrollment fees and a 15.3% increase in incentive revenue. Net income for 2023 was $76.1 million versus a $1.8 million net loss in 2022. Adjusted net income was $129.7 million which increased by $171.3 million versus a net loss in the prior year. Adjusted diluted earnings per share was $0.64 compared to a loss of $0.21 per share for the prior year. Adjusted EBITDA increased 90.6% to $536.8 million and our adjusted EBITDA margin of 24.2% increased 8.8 percentage points compared to the full-year in 2022. We are extremely pleased with the company's financial performance in 2023. With momentum on our side, we are very excited about the opportunities in front of us in 2024. I will now turn the call over to Bahram.

Thank you, Erik. For your commitment to the company for the past 20 years and for excelling at your new role as Interim CFO. Let me begin by expressing my gratitude to our 37,000 plus team members at Life Time. Our continued progress and success would not be possible without their passionate and relentless commitment to elevating our brand and delivering the finest member experiences in the leisure industry. We accomplished this through our innovative programming and services designed to delight our 1.5 million members across North America. I'm extraordinarily proud of our accomplishment this past year. 2023 was a great year of outstanding progress for Life Time. We achieved every one of our operating and strategic objectives, while exceeding our financial goals and our progress is continuing this year and has set us up very nicely for 2024. Early 2024 has been among the strongest starts we have ever seen in terms of member engagement, member visits, and member retention. In terms of financial goals during 2023, we increased our revenue by over 20%. Even more impressively, our adjusted EBITDA almost doubled compared to the prior year. In addition, a primary financial objective has been to lower our net debt to adjusted EBITDA. We are making progress here and we expect this ratio to be under 3x by the end of 2024. As it relates to our operating and strategic progress, we continue to elevate our brand, our programming, and our member experiences are the finest in the high end leisure industry. The enhancements we have developed in the areas such as a small group training, pickleball, and Aurora offering have increased the desirability of our brand and the engagement of our members. As a measure of remarkable progress we achieved during 2023, by the back half of the…

Thank you. [Operator Instructions]. And our first question comes from the line of Megan Alexander with Morgan Stanley. Please proceed with your question.

Hi, good morning. Thanks very much. Bahram, I wanted to ask about membership a bit. You talked about early 2024 being amongst the strongest start in terms of engagements, visits, retention. I guess looking at the fourth quarter where you ended from a membership perspective, it does look to be a bit below what historical seasonality would suggest? So maybe can you just walk us through how 4Q played out relative to your expectations, both from what you're seeing in terms of churn and new what you're seeing so far in 2024?

It's a great question, Megan. Good morning. So the fourth quarter was just slightly above our expectation in the net memberships. The -- our expectations are basically as we've stated over and over is focused on really trying to get the right balance of the membership, so we can deliver the right experience in the clubs. Fourth quarter of this year, everything was as expected or slightly better, as I mentioned. However, we had more and I'd like this versus like 2019, we had way more club openings in that fourth quarter, so it offset some of the memberships that they drop, the seasonal drops that comes from the September to December. But everything is completely in line and again, within our expectation except better. And then the same thing beginning of the year. Our beginning of the year is slightly above our expectation, in terms of the net membership gain, and that is truly the name of the game in our business. It's really the net membership is how many memberships are dropping out, how many coming in and finding the right balance there to make sure you don't overcrowd the clubs, you don't pinch the experiences. So we constantly manage that as diligently as we can do across all the different centers.

Really helpful. Thank you. And maybe as a follow-up, can you just talk about the openings for the year? I think you said nine to 10, maybe help us with how many of those are asset light versus some of the more big suburban heavy build outs? And then just related to that, I think on the last quarter call, you said you may need more clubs if we're doing more asset light to get to a similar revenue number. I think the nine to 10 is a bit below what you've been doing. So maybe just help us understand what the offset is there?

Yes, it's just a little timing on getting the projects through the construction phase, approval phase. We actually have pretty front loaded this year. So we have about half a dozen clubs that we open early. We have a total of about nine, 10 clubs and I think the one thing that would tell you is that when you guys -- this is the challenge that we've talked about with our business is that, it's like this asset light doesn't mean they are smaller. Like as an example, we are opening two clubs this year, Harbor Island and [indiscernible] Atlanta. These are full size clubs. There are 90,000 indoor, outdoor, tennis, pickleball, 90,000, 100,000 square feet total assets, indoor plus the external, but they were asset light. We got these back from the landlords, particularly from a different they gave us nice TIs and then we're spending maybe another $10 million or $15 million for each one out of our pocket, but they're not small clubs. And then there are some clubs that are like 40,000 to 60,000 square feet facilities, and there is a half a dozen clubs, four or five clubs that they're opening right now early this year, and these are big clubs, these are big, traditional facilities that we had started building last year and they're just opening. So as we go through the balancing of the CapEx, you will see a bunch of the CapEx last year was for getting these clubs, launched. The bulk of the money was spent, now they're just going to open. And then we have a club like Arden in Sacramento, California and that facility again is a large facility, but it again will show up as an asset light. So asset light doesn't mean necessarily they are smaller. It just means that we got into it with less than $60 million, $65 million of our capital upfront before the sale leaseback.

Yes, can I if I could just add to that, just from a square footage standpoint, just to add to that, last year we opened up 800,000 square feet and we intend to do the same or more this year? So just to add to that point.

Makes sense. Thank you.

Thank you. Our next question comes from the line of Chris Carril with RBC Capital Markets. Please proceed with your question.

Hi, thanks. Good morning. So, Bahram, maybe can you talk about some of the trends that you're seeing in your newer markets versus your legacy markets? If you could touch on what you're seeing from the perspectives of revenue percent or member or visits, in those different markets that would be helpful?

Yes, so let's talk about this separate clubs from markets. Newer clubs opening up, they're opening up with a faster ramp, the fastest ramps we ever have had in the history of the company. They're opening up, and we're pretty much cash flow positive at the center level and contribution margin at the center level, like within 60 days, 90 days. This is much faster than they used to be on a contribution margin basis. The best results, their revenue per square foot, however you want to look at it for the asset, the average membership price, all of those are higher than the traditional clubs, where we have the large amount of legacy membership, where we have told you guys repeatedly, while we are raising legacy prices, we don't do it all at once, and we are very thoughtful of the customer reaction to how we treat them in this matter. So the new clubs are breaking records, one after another in terms of how they are getting opened up. We just opened Red Bank, New Jersey yesterday with brand new records in everything. So we are really, really thrilled about the way every -- the business is working. The older clubs, we spent significant amount of time, money and energy over the last two years in remodernizing, updating those clubs, so they can deliver same experience and the same programmings as we're doing in our brand new clubs. We spent the bulk of that money over the last 24 months, and the results of that is that they're all having their best same stores on a general -- and generally speaking, those older clubs are doing better than they ever have as well and they're continuing to accelerate in their ramping. And some of them -- some of…

Got it. Thanks for all that. And then on the center operations expense, could you provide maybe a little bit more detail on what drove that lower as a percentage of center revenue in the 4Q? I mean, even lapping some of the costs coming out in the 4Q of '22, you were still able to see some good leverage on that line. So hoping you could expand a little bit more on that center ops leverage and to what extent you expect this to continue into '24? Thanks.

So we expect to have our EBITDA margin hovering between 23.5% and 24.5%. Now that doesn't seem like a big margin, but it is quite a bit when you actually look at the numbers that 1% up or down. And that's the difference in like, okay, the timing of the clubs, you open a bunch of clubs at the same time, you have a little bit to -- you have to pre-hire everybody, you're taking all that expense, you open the clubs. So then really, we're just we're buying a little bit of buffer for that. As we get the clubs more caught up in re-ramp. So this is another super important takeaway for all of you. We were misunderstood beginning of last year. As I brought up to you guys and repeatedly explained, we weren't re-ramped in our clubs and most clubs were in a re-ramp stage. Today, that re-ramping of the clubs is probably 90% done, but they're not 100% done. So you're going to see throughout the year the impact of that catching up. So this levels of EBITDA margin, this 24% give or take 0.5% is where I would recommend someone to target in their modeling. I wouldn't go much higher, because sometimes we do deliberately decide to make additional investments to make sure the experience will stay top notch. And so that's really what I can tell you. So I don't see a particular shift in anything we did. It's just naturally the business caught up, more dues coming in, as the clubs are re-ramping and producing. Now we are spending more money, as I mentioned to you guys, and we will continue to spend more money on programming, on Pickleball Pros, Pickleball Leagues, small group classes, we're adding, we're paying more to the top end stars that people love to follow. So we're going to continue to invest to deliver the highest experiences and then the opposite of that, of course, when you're delivering that, you end up clubs on a wait list, you have the ability to charge exactly what you need to charge to make sure you can get the right experience in there and the margin will come right through.

Great. Thanks so much.

Thank you. Our next question comes from the line of Alex Perry with Bank of America. Please proceed with your question.

Hi, thanks for taking my questions and congrats on a strong quarter and finish to the year. I guess just first, can you talk about your pricing outlook, especially in light of large amount of clubs being on wait list? What is your expectation on where pricing could go versus the $183 of average monthly dues you ended in 2023?

So I'm going to start, I'm going to give it to Erik and Danny to chat about this. They run the forecast and updates all day long. So you should kind of think about it in two major categories. We have done the bulk of repositioning for our company over the last couple of years, and that means we needed to move the clubs out of the middle level price point, get them to the high end, and make sure the experiences matches and to make sure Life Time homogeneously is a higher end leisure brand in an athletic country club space. Most of that is done. The next piece is we feel a little pressure on the club utilization. And at that point, all right, do we add another $10 a month or $15, $20 a month to the rack rate, we're almost forced sometimes to add that price to make sure the club doesn't get overcrowded. And then the way we are managing it now is we basically quickly put the club on a wait list, and then we can manage the wait list, manage the sign up, and then we can then because, okay, now maybe we need to go from 249 to 259 or 259 to 269. So that's really I would say the bulk of it is done, the new changes to the rack rates, new rack rates would be modest changes going forward, necessary by over demand, right, but it will be modest. And then you will -- you should expect because of what we have told you. And we told you guys middle of last year, we have about $17 million difference between the customers who are not paying the rack rate, if all of them paid the rack rate, that's $17 million a month. We're never going to take that all at once. We're going to just bleed that in so ever slowly, so again the customer experience is not like we're gouging them or we're taking advantage of the situation. So that's going to come in, some of it with the churn when somebody drops in at 182, the next person comes in at 220, 230, that's going to continue to kind of lift a little bit. And then, the other piece of it is, there were small legacy price increases. So I expect we see more like typical year, not 2024, we will have still because of this tail end of the re-ramp, we will have a bigger same store. But going into '25, '26, '27, I expect a 3% to 4% same store growth opportunity just as this pricing thing just work its way through the pipeline, if that helps you at all.

Yes, that's incredibly helpful. And then my follow-up is I just wanted to ask about the strategic initiatives. Are there any new strategic initiatives we should be thinking about to increase member engagement beyond what you've already talked about? You've talked about pickleball, small format group trade, and you started to talk about a new food offering or Miura. Just any new strategic offerings that we should be thinking about that should help drive 2024? Thanks.

Yes. So I don't -- so everything you're thinking about '24, so we are doing sort of a revolutionary change like we did with DPT with our food. Our food was really playing we were as I mentioned to you guys, we played offense coming out of COVID, and but we didn't play offense in our food. The food was playing defense. It was unimpressive. I was for the most part, and I don't want to say this is across all the systems. But generally speaking, a very uninspiring, very boring, just kind of defensive actions and that was the 2024 initiative. We just launched beginning of this year, so the freedom and creativity, we're allowing the clubs to kind of test, provide suggestions and offers. We're having a really, really enthusiastic launch with this. It's going to take months and months and months before you're going to see meaningful material numbers, but I expect we're doing 10%, 15%, 20% better on our F&B by the back half of the year than we're doing right now. We're seeing the lift start, but it's going to be kind of slow and gradual. MIORA is a huge opportunity for particularly Life Time. We have exactly the right customer base in our clubs. And one of the mentions as I mentioned, I wanted to expand on was the weight loss drugs. This is not this is going to remain a megatrend. It's going to stay, it's not for and it's particularly not only -- it's not a negative for exercise, because you absolutely need to combine the proper weight training and nutrition with these drugs if you want it to work. They will work, then they will stay. But just like everything else, it's a tool. People can use the tool the wrong…

Perfect. That's very helpful. Best of luck going forward.

Thank you.

Thank you. Our next question comes from the line of Brian Nagel with Oppenheimer & Company. Please proceed with your question.

Hi, good morning. Nice quarter, nice year.

Good morning.

Erik and Danny, welcome to the call.

Thank you.

Thank you.

So I've got a couple of questions, I guess more quantitative in nature. But Bahram, we talk a lot about you mentioned again on the call today, the plan to get to free cash flow positive for the year starting in the second quarter. Can you just go through it? I know this may be a bit of a follow-up to one of prior questions, but just the building blocks of that, particularly with Life Time still here in 2024, still pursuing a relatively aggressive expansion plan. But how do we -- how should we think about the building blocks to get to that free cash flow positive in Q2 and beyond?

Yes, Brian, this is Erik. I can take that. So I mean, as we kind of mentioned our adjusted EBITDA, call it, $600 right? We expect probably about another $130 for debt service and then you account for our non-cash ramp, that's going to get us to about $500 million of cash before CapEx. So that's going to give us $500 million of capital to deploy. And in our pipeline that we have planned that shows us that gets us to that free cash flow, that pipeline is going to deliver that double-digit top and bottom line that we talked about. So it is math, and the math works, and we've got it planned out.

So the $500 million he's mentioning, we'll probably spend roughly $150-ish give or take $10 million, $15 million of that in modernization of our facilities, CapEx for technology, et cetera, right? And that leaves, call it $320, $330 that can be purely applied to future growth capital. And when you start thinking that, some of these assets are kind of upfront leases, where we're getting some Tis, and then we put some of our capital in. For those type of clubs, I would put $10 million, $15 million in on average. If we take a club, if we build the ground up for $65 million take it back to sell leaseback at $50 million. Now we still have $15 million. It's just upfront loaded. This is really important for all of you guys to sort of understand the beauty of our position right now. When we have the clubs that. We have the clubs that are committed on an asset light basis to a landlord, they have a certain expectation of when they're opening, they're providing their TI, we're putting the money in, we're pretty much locked in. But the good news is the investment is a small. When you look at the ones that we're doing ground up that was $60 million, $65 million of upfront spend, and then going to sell leaseback. Now, the 100% of control of that is in our hand. We own the land, we own the construction company, we have -- we're the GC, we can decide exactly when we want to start that. So our commitment to you guys is that, hey, we're going to deliver double-digit top-line and bottom line, and we're going to manage this amazing cash flow. And then again, I mean, next year, we're going to generate more than $320 million, $330 million, that bit allows us to deploy more capital for growth. So we feel really solid about what we're telling you here. Is that helpful?

It's very helpful, Bahram and Erik. So let me -- that's helpful. Let me ask another question or I guess it's a follow-up to that. So first, we've been watching the business sort of say develop, evolve out of the COVID crisis. We talked, you mentioned this I think in your prepared comments, Bahram about the -- I called referred to as a flat, the ongoing re-ramp, so to say in these clubs. But as you look at the centers now, and forgetting or putting aside for a second the new centers you'll be opening in '24 and beyond, what's still the incremental EBITDA? So again, I'm asking this from a perspective here you've been for all intents purposes blowing away your EBITDA expectations over the last several quarters now. But as we look at the base of centers now, what do you view as incremental EBITDA that could come as a result, will come just from these centers you have now?

Yes. Brian, this is probably one of the most astute questions that any investor should ask and then get the full detail and really model this out. But really the way we look at it and when we went private with how the private equity shops looked at this, okay, how many clubs do you have? If you don't -- if you complete what you have under construction and don't build anything new, what would be the EBITDA? You can sort of rough and tough back of the envelope, accept about $100 million to $150 million of incremental EBITDA that will come if you ever stop development and let everything that is left completely mature out. That's the kind of a missing link in here in people calculating rate of return. And the way that Erik, Danny and I are thinking about this as we go forward is to provide you guys, hey, here we have X amount of dollars deployed at the end of 2023. We expect that at maturity, give it two more years on all of that investment. We expect the return to -- we expect this level of revenue and EBITDA on that bucket. Now we're going to spend $400 million I'm just giving this as an example, $350 million, $400 million of new net capital this year and this much including leverage, whether if it's capitalized rent or whatever, and then you can expect the such and such revenue and return on that over the next three years. So that's the way we need to kind of translate our business in the future, so that this piece is not misunderstood. But roughly a $100 million to a $150 million of incremental EBITDA would be, if we just -- the clubs are opening, let's say, by the first half of the year. Let all of these clubs mature, you can add that number, it can be $700 million, $750 million of EBITDA.

Yes, very helpful. Congratulations. Good luck here. Thank you.

Thank you so much.

Thank you. Our next question comes from the line of John Heinbockel with Guggenheim Partners. Please proceed with your question.

Hey, Bahram, wanted to start with. Can you talk a little bit about the pipeline? I know you look at, right, the Battleships, the takeovers, Urban Residential and Suburban Mall, right, you think about those four. What is the pipeline of projects that you're looking at look like, right, in each of those four? And is the idea going forward that you sort of want to do 50% capital light and maybe not so much projects, but well, I guess projects. 50% capital light and 50% not capital light, is that the idea so that you spend $500 million or so in total CapEx?

Yes, it's a great question. So, look, here's what I believe. I'm right now currently in discussions for sale leaseback with certain entities. And there is a couple of different ways to answer your question. I want to be full detail on this. So we have at least 10 sites that are under contract, land paid for permits are in process. So we can start the ground up facilities and I want to start changing the term from Battleship, because what happens is people think that if we take over 120,000 square feet club and an asset light basis, it's no longer a battleship. So let's just talk about ground up versus non-ground up. So when we look at the ground up assets, there is currently and in the past how we've done those is we have bought the land, we've built them out, we've spent $60 million, $65 million, what in today's dollars, $70 million to build them out and then we take out $45 million, $50 million, $55 million of that in sell leaseback after the club is open. We also have had situations where our land lord has said okay. We will buy that 60 days after your open to have a binding LOI, they'll take it from us, when we are able to pay off all the bills and get them clean lien waivers on that. The other way to get them done is to actually just do like we put up $10 million, they put up $50 million, we put up the last $10 million and we have a structure that is sort of some mixture of a lease upfront, and go forward. We're working on all these different options, but we have in a pipeline basis, John, we have enough deals in the pipeline…

That's great. One other question or opportunity I think. So you look at incentive revenue, right, you think about wallet share, right, with your premium households. I mean, how do you think about growing that, because there's a big opportunity to do that. You probably there's some holes, but I also think you have it marketed aggressively. I don't think so to those existing households. So how do you attack that and when?

Yes. Listen, if you have something worth purchasing or service worth taking, our customer will do it. So it's our own lack of execution when the customer isn't buying from us. So to just illustrate that to you, as I'm taking through the top 25, bottom 25 clubs in execution, I'll give you an example at Cafe. Some clubs are selling $30 a customer, some clubs are selling $6. So if we're selling $6 a month per customer, what we're doing is we're just making sure the customer doesn't walk into that cafe. We are turning them off. The service is slow, the food isn't exciting, it's not thrilling. But then we have examples like Miami Falls or West Palm Beach where we are delivering the right experience and the numbers are just dramatically different, right? So but the only thing I can tell you is that you can sit back and I'm proud of my team, I want you guys to understand. We got hit by a Tsunami, a hurricane and a tornado all at the same time at 2020. It's been a sequential and methodical progress. First, we had to get the traffic and dues in, then we had to work the next most important thing, reinvent our personal training. We had in January, we had 2,500 applicants for our personal training department versus 1,100 to 1,200 the year before. Life Time takes -- it takes time to build the brand for the customer to come. So we fixed PT. PT is on a great progress. We're having record weeks right now as we're going forward. Now we're working on café, the café will take as I told you from beginning to end the year, MIORA. And then the other area that we have not done at all…

Thank you.

Thanks.

Thank you. Our next question comes from the line of John Baumgartner with Mizuho Securities. Please proceed with your question.

Good morning. Thanks for the question. Maybe, Bahram, I wanted to ask about the digital strategy. The digital on a whole has really bottomed out in 2023, it seems. And I'm curious how you're thinking about digital as you're gaining visibility into the post COVID world, post COVID activities. How are you thinking about digital engagement at this point? Are there tweaks to the strategy going forward? Is there a need to invest or manage differently in regards to digital? Thank you.

That's a great question. We are diligently working on our execution there. The goal is, if you look at the digital companies that everybody thought they're the messiahs of the world, they are the game changer, you have to take a look and see where they are at today, and the reality is providing digital option to all of our customers is a must. And so therefore, we are 100% committed. There is massive initiatives in line. If you look at our app today, it basically provides everything from podcast, the best content, the best information, it has best on demand sort of exercises and a very, very robust streaming and everything else you would ever need. So what we haven't done yet is we haven't decided to kind of robustly market that and create the kind of, I would say the two options of the one that they pay a certain amount a month, $3 a month, or the premium option. For Life Time, this is the byproduct of what we have to do for our access customer. So we have every option. So if we choose to take this thing to where we have millions and millions of incremental subscribers that they're not paying anything, but they have access to our brand and some of the content, and then they can do other things, they can shop online with us, etcetera. That's within our decision bandwidth, and I can -- I'm not going to expand more on it. All I can tell you is, obviously, you should expect we're thinking through all these things, and at the right time, we deploy the right strategy.

Thanks, Bahram.

Thank you.

Thank you. And our last question comes from the line of Simeon Siegel with BMO Capital Markets. Please proceed with your question.

Thanks. Good morning, guys. Nice job and I hope you're all doing well.

Thank you, Simeon.

So, Bahram, really great seating, increased engagement stats and the retention was fantastic. Could you quantify that at all like, where are we now for retention versus pre-pandemic to your point? And then how does that play into general membership expectations for the coming year? Maybe what are you expecting for membership growth embedded in that full-year revenue guidance? Thank you.

Yes, those are two again very astute questions, Simeon. First, the biggest indicator of the desirability we offer is that we -- our customer wants to stay, right? So I had been surprised in the persistence of a higher attrition rates than 2019 in 2023 early half of the year. That was just the '23 was way higher, despite the fact we don't have sales, we don't have promotions, the customer joins on their own merit. But then we saw that number just consistently come down. This is the attrition rate. And now from here going forward, we want to refer to this as retention, but just basically it's the inverse of that number. So, in the fourth quarter of in the back half of 2023, we start seeing kind of beating 2019, very nicely beating 2022. But now we are projecting potentially in the 90% range of 2019 and 80% of 80-ish percent of 2022 -- 2023. So when we go this year, we can have attrition rates that could be almost 20% better than last year. So these trends are right now again, attrition rate, Simeon is a couple of months ahead. So right now, if you came in today and put your notice to drop your membership, you're effectively in April attrition, right? So we can see that number forward and the trends are very, very solid. I expect us to the big number for me, the big BHAG is, we'll end up the year with 29 something attrition rate, which would be the historically best attrition rate in the history of the company ever.

That's great.

And what was your other question in membership?

How are you thinking about -- yes, exactly, so just within the quarter?

I think the reshuffling of the business, I think we are within the last honestly last 10% of the re-ramp. And therefore, I think from here going forward, I don't expect the membership -- I don't expect to give up memberships to get the dues, if you know what I'm saying few, so we expect to see a modest membership gain on a regular basis going forward for the year.

That's great. Thanks, Bahram. Best of luck for the rest of the year.

Thank you so much, my friend.

Thank you. And we have reached the end of the question-and-answer session. I'll now turn the call back over to CEO, Bahram Akradi for closing remarks.

All right. I just want to thank all of you guys for your very, very diligent Q&A and care that you have for the company. I am grateful to all of our team, as I mentioned early in the call, for their passion and their commitment. And we're looking forward for a great year. So hopefully, we're looking forward to having you guys in just about 60 days again and continue our progress forward. Thank you so much.

And this concludes today's conference and you may disconnect your lines at this time. Thank you for your participation.