What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-09 compared with 2022-08-10 · 206 added, 166 removed, 511 unchanged (42% of the section changed)

4 unchanged sentences

(In thousands, except per share data)

September 30,

2022 December 31,

42 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

14 unchanged sentences

Total other expense ( 27,601 ) ( 39,877 ) ( 84,603 ) ( 176,556 )

Loss before income taxes ( 6,275 ) ( 97,289 ) ( 47,108 ) ( 276,043 )

Benefit from income taxes ( 3,990 ) ( 20,933 ) ( 6,857 ) ( 46,886 )

Net loss $ ( 2,285 ) $ ( 76,356 ) $ ( 40,251 ) $ ( 229,157 )

Loss per common share – basic and diluted $ ( 0.01 ) $ ( 0.57 ) $ ( 0.21 ) $ ( 1.65 )

Weighted-average common shares outstanding – basic and diluted 193,692 145,196 193,082 145,196

Income (loss) before income taxes 28,133 ( 57,423 ) ( 18,975 ) ( 333,466 )

Provision for (benefit from) income taxes 3,401 ( 11,981 ) ( 3,456 ) ( 58,867 )

Net income (loss) $ 24,732 $ ( 45,442 ) $ ( 15,519 ) $ ( 274,599 )

Income (loss) per common share:

Basic $ 0.13 $ ( 0.36 ) $ ( 0.08 ) $ ( 2.00 )

Diluted $ 0.12 $ ( 0.36 ) $ ( 0.08 ) $ ( 2.00 )

Weighted-average common shares outstanding:

Basic 193,918 145,196 193,364 145,196

Diluted 198,381 145,196 193,364 145,196

See notes to unaudited condensed consolidated financial statements.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Net loss $ ( 2,285 ) $ ( 76,356 ) $ ( 40,251 ) $ ( 229,157 )

Net income (loss) $ 24,732 $ ( 45,442 ) $ ( 15,519 ) $ ( 274,599 )

Foreign currency translation adjustments, net of tax of $ 0

( 6,015 ) ( 2,404 ) ( 7,339 ) 323

Comprehensive loss $ ( 5,240 ) $ ( 74,791 ) $ ( 41,575 ) $ ( 226,430 )

Comprehensive income (loss) $ 18,717 $ ( 47,846 ) $ ( 22,858 ) $ ( 274,276 )

See notes to unaudited condensed consolidated financial statements.

6 unchanged sentences

Shares Amount

Balance at March 31, 2022 193,060 $ 1,931 $ 2,765,503 $ ( 689,049 ) $ ( 1,385 ) $ 2,077,000

Net loss — — — ( 2,285 ) — ( 2,285 )

Balance at June 30, 2022 193,796 $ 1,938 $ 2,772,393 $ ( 691,334 ) $ ( 4,340 ) $ 2,078,657

Net income — — — 24,732 — 24,732

Other comprehensive loss — — — — ( 6,015 ) ( 6,015 )

1 unchanged sentence

Stock option exercises 195 2 1,994 — — 1,996

Equity issuance costs — — ( 270 ) — — ( 270 )

Issuance of common shares in connection with the vesting of restricted stock units 622 6 ( 6 ) — — —

Balance at June 30, 2022 193,796 $ 1,938 $ 2,772,393 $ ( 691,334 ) $ ( 4,340 ) $ 2,078,657

Balance at September 30, 2022 193,991 $ 1,940 $ 2,780,190 $ ( 666,602 ) $ ( 10,355 ) $ 2,105,173

Common Stock Additional Paid-In

9 unchanged sentences

Settlement of accrued compensation liabilities through the issuance of share-based compensation awards — — 505 — — 505

Balance at June 30, 2022 193,796 $ 1,938 $ 2,772,393 $ ( 691,334 ) $ ( 4,340 ) $ 2,078,657

Balance at September 30, 2022 193,991 $ 1,940 $ 2,780,190 $ ( 666,602 ) $ ( 10,355 ) $ 2,105,173

Common Stock Additional Paid-In

2 unchanged sentences

Shares Amount

Balance at March 31, 2021 145,196 $ 1,452 $ 1,565,623 $ ( 15,000 ) $ ( 224,515 ) $ ( 2,068 ) $ 1,325,492

Balance at June 30, 2021 145,196 $ 1,452 $ 1,564,591 $ ( 15,000 ) $ ( 300,871 ) $ ( 503 ) $ 1,249,669

Net loss — — — — ( 45,442 ) — ( 45,442 )

Other comprehensive income — — — — — 1,565 1,565

Other comprehensive loss — — — — — ( 2,404 ) ( 2,404 )

Share-based compensation — — 1,794 — — — 1,794

Settlement of accrued compensation liabilities through the issuance of share-based compensation awards — — 3,844 — — — 3,844

Cancellation of stockholder note receivable — — ( 11,355 ) 15,000 — — 3,645

Dividends on preferred stock — — ( 6,126 ) — — — ( 6,126 )

Balance at June 30, 2021 145,196 $ 1,452 $ 1,564,591 $ ( 15,000 ) $ ( 300,871 ) $ ( 503 ) $ 1,249,669

Balance at September 30, 2021 145,196 $ 1,452 $ 1,548,904 $ — $ ( 346,313 ) $ ( 2,907 ) $ 1,201,136

Common Stock Additional Paid-In

7 unchanged sentences

Settlement of accrued compensation liabilities through the issuance of share-based compensation awards — — 3,844 — — — 3,844

Cancellation of stockholder note receivable — — ( 11,355 ) 15,000 — — 3,645

Dividends on preferred stock — — ( 16,414 ) — — — ( 16,414 )

Balance at June 30, 2021 145,196 $ 1,452 $ 1,564,591 $ ( 15,000 ) $ ( 300,871 ) $ ( 503 ) $ 1,249,669

Balance at September 30, 2021 145,196 $ 1,452 $ 1,548,904 $ — $ ( 346,313 ) $ ( 2,907 ) $ 1,201,136

See notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

5 unchanged sentences

Non-cash rent expense 27,304 11,546

Impairment charges associated with long-lived assets 153 2,455

(Gain) loss on disposal of property and equipment, net ( 98,498 ) 3,515

7 unchanged sentences

Capital expenditures ( 409,946 ) ( 201,741 )

Acquisitions, net of cash acquired — ( 9,139 )

Proceeds from sale-leaseback transactions 373,451 73,981

10 unchanged sentences

Other ( 476 ) —

Net cash provided by financing activities 27,139 173,712

Net cash (used in) provided by financing activities ( 11,708 ) 165,129

Effect of exchange rates on cash and cash equivalents ( 700 ) 15

19 unchanged sentences

We design, build and operate our athletic country club destinations that are distinctive and large, multi-use sports and athletic, professional fitness, family recreation and spa centers in a resort-like environment.

As of June 30, 2022, we operated 153 centers in 29 states and one Canadian province.

As of September 30, 2022, we operated 156 centers in 29 states and one Canadian province.

COVID-19 Impact

1 unchanged sentence

We re-opened our first center on May 8, 2020 and continued to re-open our centers as state and local governmental authorities permitted.

With the exception of our three Canadian centers, which were temporarily closed during a portion of January 2022, all of our centers were open during the three and six months ended June 30, 2022.

With the exception of our three Canadian centers, which were temporarily closed during a portion of January 2022, all of our centers were open during the three and nine months ended September 30, 2022.

Initial Public Offering

24 unchanged sentences

Recently Adopted Accounting Pronouncements

In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2021-10, “Government Assistance (Topic 832):

In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2021-10, “Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance,” to increase the transparency of government assistance, including with respect to the disclosure of the types of assistance an entity receives, an entity’s method of accounting for government assistance and the effect of the assistance on an entity’s financial statements.

10 unchanged sentences

The guidance in ASU 2020-04 is effective for all entities as of March 12, 2020 and may be applied through December 31, 2022.

We are still evaluating the impact of ASU 2020-04, but we do not expect that the adoption of this standard will have a material impact on our consolidated financial statements.

We are still evaluating the impact of ASU 2020-04, but we do not expect that the adoption of this ASU will have a material impact on our consolidated financial statements.

Fair Value Measurements

8 unchanged sentences

Fair Value Measurements on a Recurring Basis.

We had no material remeasurements of such assets or liabilities to fair value during the three and six months ended June 30, 2022 and 2021.

We had no material remeasurements of such assets or liabilities to fair value during the three and nine months ended September 30, 2022 and 2021.

Financial Assets and Liabilities.

At June 30, 2022, the fair value of our outstanding Term Loan Facility, Secured Notes and Unsecured Notes (each of which is defined in Note 6, Debt) was approximately $ 268.2 million, $ 846.4 million and $ 429.9 million, respectively.

At September 30, 2022, the fair value of our outstanding Term Loan Facility, Secured Notes and Unsecured Notes (each of which is defined in Note 6, Debt) was approximately $ 269.9 million, $ 839.2 million and $ 404.8 million, respectively.

At December 31, 2021, the fair value of our outstanding Term Loan Facility, Secured Notes and Unsecured Notes was approximately $ 277.0 million, $ 957.4 million and $ 494.0 million, respectively.

The carrying amount of our outstanding Mortgage Notes and Construction Loan (each of which is defined in Note 6, Debt) at June 30, 2022 and December 31, 2021 approximates fair value.

The carrying amount of our outstanding Mortgage Notes and Construction Loan (each of which is defined in Note 6, Debt) at September 30, 2022 and December 31, 2021 approximates fair value.

The fair value of our debt is based on the amount of future cash flows discounted using rates we would currently be able to realize for similar instruments of comparable maturity.

9 unchanged sentences

If we determine that impairment has occurred, the carrying value of the asset would be reduced to fair value and the difference would be recorded as a loss within operating income in our condensed consolidated statements of operations.

We had no material remeasurements of such assets or liabilities to fair value during the periods presented.

During both the three and nine months ended September 30, 2022 and 2021, we determined that certain projects were no longer deemed viable for construction, and that the previously capitalized site development costs associated with these projects were impaired.

Accordingly, as it relates to these long-lived assets, we recognized impairment charges of $ 0.2 million and $ 0.7 million for the three months ended September 30, 2022 and 2021, respectively, and $ 0.2 million and $ 2.5 million for the nine months ended September 30, 2022 and 2021, respectively.

Fair value remeasurements are based on significant unobservable inputs (Level 3).

Fixed asset fair values are primarily derived using a discounted cash flow (“DCF”) model to estimate the present value of net cash flows that the asset or asset group was expected to generate.

The key inputs to the DCF model generally include our forecasts of net cash generated from revenue, expenses and other significant cash outflows, such as capital expenditures, as well as an appropriate discount rate.

Supplemental Balance Sheet and Cash Flow Information

1 unchanged sentence

Prepaid expenses and other current assets consisted of the following:

September 30,

2022 December 31,

6 unchanged sentences

Accrued expenses and other current liabilities consisted of the following:

September 30,

2022 December 31,

8 unchanged sentences

Accrued expenses and other current liabilities $ 167,457 $ 147,920

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Supplemental Cash Flow Information

Decreases (increases) in operating assets and increases (decreases) in operating liabilities are as follows:

Six Months Ended

Nine Months Ended

September 30,

Accounts receivable $ ( 6,056 ) $ ( 3,604 )

8 unchanged sentences

Changes in operating assets and liabilities $ 14,055 $ 57,614

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Additional supplemental cash flow information is as follows:

Six Months Ended

Nine Months Ended

September 30,

Net cash paid for income taxes, net of refunds received $ 3,628 $ 221

2 unchanged sentences

Non-cash activity:

Issuance of Series A Preferred Stock (as defined in Note 10, Loss Per Share) in connection with the extinguishment of a related party secured loan — 108,591

See Note 7, Leases, for supplemental cash flow information associated with our lease arrangements for the three and six months ended June 30, 2022 and 2021.

Issuance of Series A Preferred Stock (as defined in Note 10, Income (Loss) Per Share) in connection with the extinguishment of a related party secured loan — 108,591

See Note 7, Leases, for supplemental cash flow information associated with our lease arrangements for the three and nine months ended September 30, 2022 and 2021.

Goodwill and Intangibles

The goodwill balance was $ 1,233.2 million at both June 30, 2022 and December 31, 2021.

The goodwill balance was $ 1,233.2 million at both September 30, 2022 and December 31, 2021.

Intangible assets consisted of the following:

June 30, 2022

September 30, 2022

Gross Accumulated Amortization Net

7 unchanged sentences

Total intangible assets $ 179,327 $ ( 5,086 ) $ 174,241

Other intangible assets at June 30, 2022 and December 31, 2021 include a facility license as well as trade names and customer relationships associated with our race registration and timing businesses.

Amortization expense associated with intangible assets for the three months ended June 30, 2022 and 2021 was $ 0.3 million and $ 0.2 million, respectively, and was $ 0.8 million and $ 0.4 million for the six months ended June 30, 2022 and 2021, respectively.

Amortization expense associated with intangible assets is included in Depreciation and amortization in our condensed consolidated statements of operations.

There were no goodwill or intangible asset impairment charges recorded during the three and six months ended June 30, 2022 and 2021.

Other intangible assets at September 30, 2022 and December 31, 2021 include a facility license as well as trade names and customer relationships associated with our race registration and timing businesses.

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

Amortization expense associated with intangible assets for the three months ended September 30, 2022 and 2021 was $ 0.3 million and $ 0.2 million, respectively, and was $ 1.2 million and $ 0.6 million for the nine months ended September 30, 2022 and 2021, respectively.

Amortization expense associated with intangible assets is included in Depreciation and amortization in our condensed consolidated statements of operations.

There were no goodwill or intangible asset impairment charges recorded during the three and nine months ended September 30, 2022 and 2021.

Revenue associated with our membership dues, enrollment fees, and certain services from our in-center businesses is recognized over time as earned.

Revenue associated with products and services offered in our cafes and spas, as well as through e-commerce, is recognized at a point in time.

The following is a summary of revenue, by major revenue stream, that we recognized during the three and six months ended June 30, 2022 and 2021:

The following is a summary of revenue, by major revenue stream, that we recognized during the three and nine months ended September 30, 2022 and 2021:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

4 unchanged sentences

Total revenue $ 496,381 $ 385,040 $ 1,349,902 $ 957,525

The timing associated with the revenue we recognized during the three months ended June 30, 2022 and 2021 is as follows:

Three Months Ended June 30, 2022 Three Months Ended June 30, 2021

The timing associated with the revenue we recognized during the three months ended September 30, 2022 and 2021 is as follows:

Three Months Ended September 30, 2022 Three Months Ended September 30, 2021

Revenue Other

6 unchanged sentences

Total revenue $ 479,995 $ 16,386 $ 496,381 $ 372,000 $ 13,040 $ 385,040

The timing associated with the revenue we recognized during the six months ended June 30, 2022 and 2021 is as follows:

Six Months Ended June 30, 2022 Six Months Ended June 30, 2021

The timing associated with the revenue we recognized during the nine months ended September 30, 2022 and 2021 is as follows:

Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021

Revenue Other

8 unchanged sentences

Contract liabilities consist primarily of deferred revenue for fees collected in advance for membership dues, enrollment fees, personal training and other center services offerings, as well as our media and athletic events.

Contract liabilities at June 30, 2022 and December 31, 2021 were $ 43.2 million and $ 35.9 million, respectively.

Contract liabilities that will be recognized within one year are classified as deferred revenue in our condensed consolidated balance sheets.

Deferred revenue at June 30, 2022 and December 31, 2021 was $ 41.2 million and $ 33.9 million, respectively, and consists primarily of prepaid membership dues, personal training and other in-center services, and enrollment fees.

The $ 7.3 million increase was primarily driven by registrations received for future personal training sessions, kids summer camps and beach club access.

Contract liabilities that will be recognized in a future period greater than one year are classified as a component of Other liabilities in our condensed consolidated balance sheets.

Long-term contract liabilities at both June 30, 2022 and December 31, 2021 were $ 2.0 million and consist primarily of deferred enrollment fees.

Contract liabilities at September 30, 2022 and December 31, 2021 were $ 34.4 million and $ 35.9 million, respectively.

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

Contract liabilities that will be recognized within one year are classified as deferred revenue in our condensed consolidated balance sheets.

Deferred revenue at September 30, 2022 and December 31, 2021 was $ 32.3 million and $ 33.9 million, respectively, and consists primarily of prepaid membership dues, personal training and other in-center services, and enrollment fees.

The $ 1.6 million decrease was primarily driven by deferred registrations received in prior periods for athletic events that took place in the current period.

Contract liabilities that will be recognized in a future period greater than one year are classified as a component of Other liabilities in our condensed consolidated balance sheets.

Long-term contract liabilities at September 30, 2022 and December 31, 2021 were $ 2.1 million and $ 2.0 million, respectively, and consist primarily of deferred enrollment fees.

Debt consisted of the following:

September 30,

2022 December 31, 2021

28 unchanged sentences

The Credit Facilities are secured by a first priority lien (on a pari-passu basis with the Secured Notes described below) on substantially all of our assets.

Term Loan Facility

The $ 850.0 million Term Loan Facility, which matures in December 2024, initially amortized at 0.25 % quarterly, which required us to make three mandatory quarterly principal repayments of approximately $ 2.1 million during the year ended December 31, 2021.

On October 13, 2021, we used a portion of net proceeds we received in connection with the IPO to pay down $ 575.7 million (including a $ 5.7 million prepayment penalty) of our Term Loan Facility.

As a result of the pay down, we are no longer required to make quarterly principal payments on the Term Loan Facility prior to its maturity.

At June 30, 2022, the Term Loan Facility loan balance was $ 273.6 million, with interest due at intervals ranging from 30 to 180 days at interest rates ranging from LIBOR plus 4.75 % or base rate plus 3.75 %, in either case subject to a 1.00 % rate floor.

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

Term Loan Facility

On October 13, 2021, we used a portion of net proceeds we received in connection with the IPO to pay down $ 575.7 million (including a $ 5.7 million prepayment penalty) of our Term Loan Facility.

As a result of the pay down, we are no longer required to make quarterly principal payments on the Term Loan Facility prior to its maturity.

At September 30, 2022, the Term Loan Facility loan balance was $ 273.6 million, with interest due at intervals ranging from 30 to 180 days at interest rates ranging from LIBOR plus 4.75 % or base rate plus 3.75 %, in either case subject to a 1.00 % rate floor.

Revolving Credit Facility

Our Revolving Credit Facility provides for a $ 475.0 million revolver and matures in December 2026, or earlier as detailed above under “—Senior Secured Credit Facility.” At June 30, 2022, there were $ 30.0 million of outstanding borrowings on the Revolving Credit Facility and there were $ 31.5 million of outstanding letters of credit, resulting in total revolver availability of $ 413.5 million, which was available at intervals ranging from 30 to 180 days at interest rates ranging from LIBOR plus 4.25 % or base rate plus 3.25 %.

The weighted average interest rate and debt outstanding under the Revolving Credit Facility for the six months ended June 30, 2022 was 4.26 % and $ 41.0 million, respectively.

Our Revolving Credit Facility provides for a $ 475.0 million revolver and matures in December 2026, or earlier as detailed above under “—Senior Secured Credit Facility.” At September 30, 2022, there were no outstanding borrowings on the Revolving Credit Facility and there were $ 31.7 million of outstanding letters of credit, resulting in total revolver availability of $ 443.3 million, which was available at intervals ranging from 30 to 180 days at interest rates ranging from LIBOR plus 4.25 % or base rate plus 3.25 %.

The weighted average interest rate and debt outstanding under the Revolving Credit Facility for the nine months ended September 30, 2022 was 4.97 % and $ 43.1 million, respectively.

The highest month-end balance during that same period was $ 100.0 million.

7 unchanged sentences

may redeem up to 40.00 % of the aggregate principal amount of the Secured Notes outstanding with the net proceeds of certain equity offerings by us at a redemption price equal to 105.75 % of the principal amount of the Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

The Secured Notes and the related guarantees are our senior secured obligations and are secured on a first-priority basis by security interests in substantially all of our assets.

The Secured Notes and the related guarantees are our senior secured obligations and are secured on a first-priority basis by security interests on substantially all of our assets.

Unsecured Notes

9 unchanged sentences

Certain of our subsidiaries have entered into mortgage facilities with various financial institutions (collectively, the “Mortgage Notes”), which are collateralized by certain of our related real estate and buildings, including one of our corporate headquarters properties.

The Mortgage Notes have varying maturity dates from March 2023 through August 2027 and carried a weighted average interest rate of 4.71 % and 4.70 % at June 30, 2022 and December 31, 2021, respectively.

The Mortgage Notes have varying maturity dates from February 2024 through August 2027 and carried a weighted average interest rate of 4.72 % and 4.70 % at September 30, 2022 and December 31, 2021, respectively.

Payments of principal and interest on each of the Mortgage Notes are payable monthly on the first business day of each month.

1 unchanged sentence

The Mortgage Notes also contain various customary negative covenants, including, but not limited to, restrictions on transferring the property, change in control of the borrower and changing the borrower’s business or principal place of business.

As of June 30, 2022, we were either in compliance in all material respects with the covenants associated with the Mortgage Notes or the covenants were not applicable.

As of September 30, 2022, we were

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

either in compliance in all material respects with the covenants associated with the Mortgage Notes or the covenants were not applicable.

During the nine months ended September 30, 2022, we closed on a sale-leaseback transaction that included certain properties that served as collateral for one of the Mortgage Notes.

Accordingly, we used a portion of the net cash proceeds we received from the sale-leaseback transaction to pay off in full the then outstanding principal balance of $ 4.6 million associated with this Mortgage Note.

For more information regarding the sale-leaseback transactions that were consummated during the nine months ended September 30, 2022, see Note 7, Leases.

Construction Loan

On January 22, 2021, we closed on a construction loan (the “Construction Loan”) providing up to $ 28.0 million to partially finance the construction of a Life Time Living location that remains under construction as of June 30, 2022.

On January 22, 2021, we closed on a construction loan (the “Construction Loan”) providing up to $ 28.0 million to partially finance the construction of a Life Time Living location.

The Construction Loan has a maturity date of February 15, 2026 and is collateralized by the property.

2 unchanged sentences

Beginning March 15, 2024, based on the principal balance due as of February 15, 2024, monthly principal and interest installment payments will be due in an amount sufficient to fully amortize the principal balance at maturity.

At June 30, 2022, there were $ 8.7 million of outstanding borrowings on the Construction Loan.

At September 30, 2022, there were $ 8.7 million of outstanding borrowings on the Construction Loan.

There were no outstanding borrowings as of December 31, 2021.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Debt Discounts and Issuance Costs

Unamortized debt discounts and issuance costs associated with the Term Loan Facility, Secured Notes, Unsecured Notes and Construction Loan of $ 22.8 million and $ 25.9 million are included in Long-term debt, net of current portion on our condensed consolidated balance sheets at June 30, 2022 and December 31, 2021, respectively.

Unamortized revolver-related debt issuance costs of $ 3.5 million and $ 4.0 million are included in Other assets on our condensed consolidated balance sheets at June 30, 2022 and December 31, 2021, respectively.

Unamortized debt discounts and issuance costs associated with the Term Loan Facility, Secured Notes, Unsecured Notes and Construction Loan of $ 21.0 million and $ 25.9 million are included in Long-term debt, net of current portion on our condensed consolidated balance sheets at September 30, 2022 and December 31, 2021, respectively.

Unamortized revolver-related debt issuance costs of $ 3.3 million and $ 4.0 million are included in Other assets on our condensed consolidated balance sheets at September 30, 2022 and December 31, 2021, respectively.

Debt Covenants

2 unchanged sentences

During the first three quarterly test periods of 2022, certain financial measures used in the calculation of the first lien net leverage ratio will be calculated on a pro forma basis by annualizing the respective financial measures recognized during those test periods.

As of June 30, 2022, we were either in compliance in all material respects with the covenants under the Credit Facilities, or the covenants were not applicable.

As of September 30, 2022, we were either in compliance in all material respects with the covenants under the Credit Facilities, or the covenants were not applicable.

Future Maturities of Long-Term Debt

Aggregate annual future maturities of long-term debt, excluding unamortized discounts, issuance costs and fair value adjustments, at June 30, 2022 were as follows:

July 2022 through June 2023 $ 21,727

July 2023 through June 2024 64,814

July 2024 through June 2025 286,004

July 2025 through June 2026 1,421,571

July 2026 through June 2027 51,893

Aggregate annual future maturities of long-term debt, excluding unamortized discounts, issuance costs and fair value adjustments, at September 30, 2022 were as follows:

October 2022 through September 2023 $ 15,046

October 2023 through September 2024 64,033

October 2024 through September 2025 286,140

October 2025 through September 2026 1,421,714

October 2026 through September 2027 19,953

Thereafter 3,097

Total future maturities of long-term debt $ 1,809,983

Lease cost included in our condensed consolidated statements of operations for the three months ended June 30, 2022 and 2021 consisted of the following:

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Lease cost included in our condensed consolidated statements of operations for the three months ended September 30, 2022 and 2021 consisted of the following:

Three Months Ended

June 30, Classification in Condensed

September 30, Classification in Condensed

Consolidated Statements of Operations

6 unchanged sentences

Total lease cost $ 63,571 $ 52,935

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Lease cost included in our condensed consolidated statements of operations for the six months ended June 30, 2022 and 2021 consisted of the following:

Six Months Ended

June 30, Classification in Condensed

Lease cost included in our condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021 consisted of the following:

Nine Months Ended

September 30, Classification in Condensed

Consolidated Statements of Operations

8 unchanged sentences

Operating and finance lease right-of-use assets and lease liabilities were as follows:

June 30, 2022 December 31, 2021 Classification on Condensed

September 30, 2022 December 31, 2021 Classification on Condensed

Consolidated Balance Sheets

10 unchanged sentences

Total lease liabilities $ 2,258,718 $ 1,958,329

(1) Finance lease right-of-use assets were reported net of accumulated amortization of $ 2.6 million and $ 2.4 million at June 30, 2022 and December 31, 2021, respectively.

(1) Finance lease right-of-use assets were reported net of accumulated amortization of $ 2.8 million and $ 2.4 million at September 30, 2022 and December 31, 2021, respectively.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Remaining Lease Terms and Discount Rates

The weighted-average remaining lease terms and discount rates associated with our operating and finance lease liabilities at June 30, 2022 were as follows:

June 30, 2022

The weighted-average remaining lease terms and discount rates associated with our operating and finance lease liabilities at September 30, 2022 were as follows:

September 30, 2022

Weighted-average remaining lease term (1)

6 unchanged sentences

Rather, the weighted-average remaining lease term only includes periods covered by an option to extend a lease if we are reasonably certain to exercise that option.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Sale-Leaseback Transactions

During the six months ended June 30, 2022, we entered into and consummated sale-leaseback transactions involving four properties with an unrelated third party.

Under these transactions, we sold four properties with a combined net book value of $ 150.8 million for $ 175.0 million, which was reduced by transaction costs of $ 0.8 million, for net cash proceeds of $ 174.2 million.

During the nine months ended September 30, 2022, we entered into and consummated sale-leaseback transactions involving nine properties with two unrelated third parties.

Under these transactions, we sold nine properties with a combined net book value of $ 285.6 million for $ 375.0 million, which was reduced by transaction costs of $ 1.5 million, for net cash proceeds of $ 373.5 million.

The estimated fair value of the properties sold was $ 385.1 million.

Accordingly, the aggregate sales price associated with this arrangement was increased by $ 26.2 million, which resulted in the recognition of a gain of $ 49.6 million on this transaction.

Accordingly, the aggregate sales price associated with these arrangements was increased by $ 10.1 million, which resulted in the recognition of a gain of $ 98.0 million on these transactions.

This gain is included in Other operating (income) expense in our condensed consolidated statements of operations.

1 unchanged sentence

Supplemental cash flow information associated with our operating and finance leases is as follows:

Six Months Ended

Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities:

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Non-cash increase in operating lease right-of-use assets associated with below-market sale-leaseback transactions 10,090 9,500

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Maturities of Operating and Finance Lease Liabilities

The maturities associated with our operating and finance lease liabilities at June 30, 2022 are as follows:

The maturities associated with our operating and finance lease liabilities at September 30, 2022 are as follows:

Operating Leases Finance Leases Total

July 2022 through June 2023 $ 202,982 $ 1,102 $ 204,084

July 2023 through June 2024 221,616 364 221,980

July 2024 through June 2025 223,849 16 223,865

July 2025 through June 2026 228,381 — 228,381

July 2026 through June 2027 228,182 — 228,182

October 2022 through September 2023 $ 220,452 $ 964 $ 221,416

October 2023 through September 2024 235,766 262 236,028

October 2024 through September 2025 238,287 43 238,330

October 2025 through September 2026 241,690 2 241,692

October 2026 through September 2027 242,275 1 242,276

Thereafter 3,316,891 — 3,316,891

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Present value of lease liabilities $ 2,257,499 $ 1,219 $ 2,258,718

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Stockholders’ Equity

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The share reserve formula under the 2021 Equity Plan is intended to provide us with the continuing ability to grant equity awards to eligible employees, directors and consultants for the ten-year term of the 2021 Equity Plan.

As of June 30, 2022, approximately 19.1 million shares were available for future awards to employees and other eligible participants under the 2021 Equity Plan.

As of September 30, 2022, approximately 19.1 million shares were available for future awards to employees and other eligible participants under the 2021 Equity Plan.

2021 Employee Stock Purchase Plan

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Our board of directors or the compensation committee will have authority to interpret the terms of the ESPP and determine eligibility of participants.

The ESPP will permit participants to purchase common stock through payroll deductions of up to a percentage of their eligible compensation, which includes a participant’s gross base compensation for services to us.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

The ESPP will permit participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation, which includes a participant’s gross base compensation for services to us.

On the first trading day of each offering period, each participant will automatically be granted an option to purchase shares of our common stock.

The option will expire at the end of the applicable offering period and will be exercised on each purchase date during such offering period to the extent of the payroll deductions accumulated during the offering period.

The purchase price will be at such discount as determined by our board of directors or compensation committee, but no greater than 85 % of the fair market value of a share of our common stock on the date determined by our board of directors or compensation committee.

We expect to have consecutive offering periods of approximately six months in length commencing on each June 1 and December 1 during the term of the ESPP.

The purchase price for a share of our common stock will be 90 % of the fair market value of a share on the enrollment date for such offering period or on the purchase date, whichever is lower, and subject to adjustment by our board of directors or compensation committee.

Participants may voluntarily end their participation in the ESPP prior to the end of the applicable offering period and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock.

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Participation will end automatically upon a participant’s termination of employment.

No offering periods commenced under the ESPP during the three and six months ended June 30, 2022.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

No offering periods commenced under the ESPP during the three and nine months ended September 30, 2022.

Stock Options

During the six months ended June 30, 2022, the Company granted approximately 0.9 million stock option awards under the 2021 Equity Plan.

During the nine months ended September 30, 2022, the Company granted approximately 1.0 million stock option awards under the 2021 Equity Plan.

These options have a 10-year contractual term from the date of grant and vest in four ratable annual installments on each of the first four anniversaries of the grant date, subject to continuous employment or service from the grant date through the applicable vesting date.

The exercise price associated with each of these awards is not less than the fair market value per share of our common stock at the time of grant.

The fair value of the options granted during the six months ended June 30, 2022 was calculated using the Black-Scholes option pricing model.

During each of the three and six months ended June 30, 2022, approximately 0.1 million stock options were exercised.

As of June 30, 2022, options to purchase approximately 25.3 million shares of our common stock were outstanding, of which approximately 22.0 million were exercisable.

Share-based compensation expense associated with stock options for the three months ended June 30, 2022 was $ 3.3 million, of which $ 0.3 million, $ 2.9 million and $ 0.1 million is included in Center operations, General, administrative and marketing and Other operating (income) expense, respectively, in our condensed consolidated statements of operations.

Share-based compensation expense associated with stock options for the six months ended June 30, 2022 was $ 14.7 million, of which $ 1.3 million, $ 13.0 million and $ 0.4 million is included in Center operations, General, administrative and marketing and Other operating (income) expense, respectively, in our condensed consolidated statements of operations.

No share-based compensation expense related to stock options was recognized during the three and six months ended June 30, 2021.

As of June 30, 2022 , unrecognized share-based compensation expense related to stock options was approximately $ 22.5 million, which is expected to be recognized over a weighted average remaining period of 3.1 years.

The fair value of the options granted during the nine months ended September 30, 2022 was calculated using the Black-Scholes option pricing model.

Approximately 0.2 million and 0.3 million of stock options were exercised during the three and nine months ended September 30, 2022, respectively.

No stock options were exercised during the three and nine months ended September 30, 2021 .

As of September 30, 2022 , options to purchase approximately 25.1 million shares of our common stock were outstanding, of which approximately 21.8 million were exercisable.

Share-based compensation expense associated with stock options for the three months ended September 30, 2022 was $ 2.7 million, of which $ 0.2 million, $ 2.4 million and $ 0.1 million is included in Center operations, General, administrative and marketing and Other operating (income) expense, respectively, in our condensed consolidated statements of operations.

Share-based compensation expense associated with stock options for the nine months ended September 30, 2022 was $ 17.4 million, of which $ 1.5 million, $ 15.4 million and $ 0.5 million is included in Center operations, General, administrative and marketing and Other operating (income) expense, respectively, in our condensed consolidated statements of operations.

No share-based compensation expense related to stock options was recognized during the three and nine months ended September 30, 2021.

As of September 30, 2022 , unrecognized share-based compensation expense related to stock options was approximately $ 20.1 million, which is expected to be recognized over a weighted average remaining period of 2.9 years.

Restricted Stock Units

During the six months ended June 30, 2022, the Company granted approximately 1.6 million restricted stock unit awards under the 2021 Equity Plan, of which approximately 1.3 million are time vesting awards and approximately 0.3 million are time vesting awards with a performance qualifier.

Of the 1.6 million restricted stock unit awards that were granted during the six months ended June 30, 2022, a pproximately 1.5 million vest in four ratable annual installments, approximately 0.1 million vest in two ratable annual installments and less than 0.1 million vest in approximately one annual installment, in each case subject to continuous employment or service from the grant date through the applicable vesting date.

During the nine months ended September 30, 2022, the Company granted approximately 1.6 million restricted stock unit awards under the 2021 Equity Plan, of which approximately 1.3 million are time vesting awards and approximately 0.3 million are time vesting awards with a performance qualifier.

Of the 1.6 million restricted stock unit awards that were granted during the nine months ended September 30, 2022, a pproximately 1.5 million vest in four ratable annual installments, approximately 0.1 million vest in two ratable annual installments and less than 0.1 million vest in approximately one annual installment, in each case subject to continuous employment or service from the grant date through the applicable vesting date.

The majority of the awards that vest in two ratable annual installments were granted to executives as part of their incentive compensation for 2021, which had been recognized as an accrued compensation liability at December 31, 2021.

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Accordingly, effective with the grant date associated with these restricted stock units, we recognized a $ 0.5 million decrease in Accrued expenses and other current liabilities and a $ 0.5 million increase in Additional paid-in capital on our condensed consolidated balance sheets.

At June 30, 2022, approximately 2.8 million restricted stock units were outstanding.

Share-based compensation expense associated with restricted stock units for the three months ended June 30, 2022 was $ 2.5 million, of which $ 0.3 million and $ 2.2 million is included in Center operations and General, administrative and marketing, respectively, in our condensed consolidated statements of operations.

Share-based compensation expense associated with restricted stock units for the six months ended June 30, 2022 was $ 7.7 million, of which $ 0.5 million, $ 7.1 million and $ 0.1 million is included in Center operations, General, administrative and marketing and Other operating (income) expense, respectively, in our condensed consolidated statements of operations.

Share-based compensation expense associated with restricted stock units for the three and six months ended June 30, 2021 was $ 2.9 million, all of which is included in General, administrative and marketing in our condensed consolidated statements of operations.

As of June 30, 2022 , unrecognized share-based compensation expense related to restricted stock units was approximately $ 38.6 million, which is expected to be recognized over a weighted average remaining period of 3.3 years.

Restricted Stock

Share-based compensation expense associated with a restricted stock award for the three and six months ended June 30, 2022 was $ 0.2 million and $ 5.0 million, respectively, all of which is included in General, administrative and marketing in our condensed consolidated statements of operations.

This award was fully vested as of June 30, 2022, and there is no unrecognized share-based compensation expense related to this restricted stock award.

No share-based compensation expense related to restricted stock awards was recognized during the three and six months ended June 30, 2021.

At September 30, 2022, approximately 2.8 million restricted stock units were outstanding.

Share-based compensation expense associated with restricted stock units for the three months ended September 30, 2022 was $ 3.1 million, of which $ 0.4 million, $ 2.6 million and $ 0.1 million is included in Center operations, General, administrative and marketing and Other operating (income) expense, respectively, in our condensed consolidated statements of operations.

Share-based compensation expense associated with restricted stock units for the nine months ended September 30, 2022 was $ 10.8 million, of which $ 0.9 million, $ 9.7 million and $ 0.2 million is included in Center

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

For the three and six months ended June 30, 2022, t he benefit from income taxes was $ 4.0 million and $ 6.9 million, respectively.

operations, General, administrative and marketing and Other operating (income) expense, respectively, in our condensed consolidated statements of operations.

Share-based compensation expense associated with restricted stock units for the three months ended September 30, 2021 was $ 1.8 million, all of which is included in General, administrative and marketing in our condensed consolidated statements of operations.

Share-based compensation expense associated with restricted stock units for the nine months ended September 30, 2021 was $ 2.9 million, all of which is included in General, administrative and marketing in our condensed consolidated statements of operations.

As of September 30, 2022 , unrecognized share-based compensation expense related to restricted stock units was approximately $ 35.3 million, which is expected to be recognized over a weighted average remaining period of 3.1 years.

Restricted Series A Preferred Stock

Share-based compensation expense associated with a restricted Series A convertible participating preferred stock (“Series A Preferred Stock”) award for the three and nine months ended September 30, 2021 was $ 2.3 million a nd $ 4.0 million, respectively, all of which is included in General, administrative and marketing in our condensed consolidated statements of operations.

Upon the consummation of the IPO, the shares of restricted Series A Preferred Stock associated with this award automatically converted into shares of restricted common stock.

As of the conversion date, all share-based compensation expense related to this award of restricted Series A Preferred Stock had been recognized.

No share-based compensation expense related to restricted Series A Preferred Stock was recognized during the three and nine months ended September 30, 2022.

Restricted Common Stock

Share-based compensation expense associated with the shares of restricted common stock that were issued upon the automatic conversion of the restricted Series A Preferred Stock, as noted immediately above in “—Restricted Series A Preferred Stock,” for the nine months ended September 30, 2022 was $ 5.0 million, all of which is included in General, administrative and marketing in our condensed consolidated statements of operations.

These restricted shares were fully vested as of April 4, 2022 , and there is no unrecognized share-based compensation expense related to these shares.

No share-based compensation expense related to restricted common stock was recognized during the three and nine months ended September 30, 2021.

For the three months ended September 30, 2022, the provision for income taxes was $ 3.4 million.

For the nine months ended September 30, 2022, the benefit from income taxes was $ 3.5 million.

The effective tax rate was 12.1 % and 18.2 % for these same periods, respectively.

For the three and six months ended June 30, 2021, the benefit from income taxes was $ 20.9 million and $ 46.9 million, respectively.

For the three and nine months ended September 30, 2021, the benefit from income taxes was $ 12.0 million and $ 58.9 million, respectively.

The effective tax rate was 20.9 % and 17.7 % for these same periods, respectively.

The effective tax rate applied to our pre-tax loss for the three months ended June 30, 2022 is higher than our federal statutory rate of 21% and reflects a decrease in the projected valuation allowance associated with certain of our deferred tax assets compared to the three months ended March 31, 2022, partially offset by deductibility limitations associated with executive compensation.

The effective tax rate applied to our pre-tax loss for the six months ended June 30, 2022 is lower than our federal statutory rate of 21% and reflects deductibility limitations associated with executive compensation.

The effective tax rate applied to our pre-tax income for the three months ended September 30, 2022 is lower than our federal statutory rate of 21% an d reflects a decrease in the projected valuation allowance associated with certain of our deferred tax assets, partially offset by deductibility limitations associated with executive compensation and an increase in the state income tax provision.

The effective tax rate applied to our pre-tax loss for the nine months ended September 30, 2022 is lower than our federal statutory rate of 21% an d reflects deductibility limitations associated with executive compensation, partially offset by a decrease in the projected valuation allowance associated with certain of our deferred tax assets.

Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation.

As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies and future expectations of income.

Based upon this analysis, a decrease to the valuation allowance of $ 3.4 million was recorded during the three months ended June 30, 2022 to adjust our net deferred tax assets to an amount that is more likely than not to be realized.

Loss Per Share

For the three and six months ended June 30, 2022 , o ur potentially dilutive securities include stock options and restricted stock units.

For the three and six months ended June 30, 2021 , o ur potentially dilutive securities include stock options, outstanding shares of Series A convertible participating preferred stock (“Series A Preferred Stock”) and unvested restricted Series A Preferred Stock.

Due to the net loss that we recognized during the three and six months ended June 30, 2022 and 2021, the potentially dilutive shares of common stock associated with these equity-based securities were determined to be antidilutive and, therefore, are excluded from the computation of diluted loss per share for the three and six months ended June 30, 2022 and 2021.

The following table sets forth the calculation of basic and diluted loss per share for the three and six months ended June 30, 2022 and 2021:

Based upon this analysis, a decrease to the valuation allowance of $ 4.5 million and $ 3.4 million was recorded during the three and nine months ended September 30, 2022, respectively, to adjust our net deferred tax assets to an amount that is more likely than not to be realized.

Income (Loss) Per Share

For the three and nine months ended September 30, 2022 , o ur potentially dilutive securities include stock options and restricted stock units.

For the three and nine months ended September 30, 2021 , o ur potentially dilutive securities include stock options, restricted stock units, outstanding shares of Series A Preferred Stock and unvested restricted Series A Preferred Stock.

Due to the net loss that we recognized during the nine months ended September 30, 2022 and the three and nine months ended September 30, 2021, the potentially dilutive shares of common stock associated with these equity-based securities were determined to be antidilutive and, therefore, are excluded from the computation of diluted loss per share for the nine months ended September 30, 2022 and the three and nine months ended September 30, 2021.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

The following table sets forth the calculation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Net loss $ ( 2,285 ) $ ( 76,356 ) $ ( 40,251 ) $ ( 229,157 )

Net income (loss) $ 24,732 $ ( 45,442 ) $ ( 15,519 ) $ ( 274,599 )

Dividends accrued on Series A Preferred Stock

— ( 6,126 ) — ( 16,414 )

Loss available to common stockholders $ ( 2,285 ) $ ( 82,362 ) $ ( 40,251 ) $ ( 239,445 )

Weighted average common shares outstanding—basic and diluted 193,692 145,196 193,082 145,196

Loss per share—basic and diluted $ ( 0.01 ) $ ( 0.57 ) $ ( 0.21 ) $ ( 1.65 )

The following is a summary of potential shares of common stock that were excluded from the computation of diluted loss per share for the three and six months ended June 30, 2022 and 2021:

Income (loss) available to common stockholders $ 24,732 $ ( 51,568 ) $ ( 15,519 ) $ ( 291,013 )

Weighted-average common shares outstanding – basic 193,918 145,196 193,364 145,196

Dilutive effect of stock-based compensation awards 4,463 — — —

Weighted-average common shares outstanding – diluted 198,381 145,196 193,364 145,196

Income (loss) per common share – basic $ 0.13 $ ( 0.36 ) $ ( 0.08 ) $ ( 2.00 )

Income (loss) per common share – diluted $ 0.12 $ ( 0.36 ) $ ( 0.08 ) $ ( 2.00 )

The following is a summary of potential shares of common stock that were antidilutive and excluded from the weighted average share computations for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

3 unchanged sentences

Unvested restricted Series A Preferred Stock — 500 — 500

Potential common shares excluded from diluted loss per share 28,105 30,753 28,105 30,753

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Potential common shares excluded from the weighted average share calculations 8,718 30,658 27,925 30,658

Commitments and Contingencies

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The parties are currently in discovery.

This Action is subject to many uncertainties, and the outcome of the matter is not predictable with any assurance.

The Action is subject to many uncertainties, and the outcome of the matter is not predictable with any assurance.

We are also engaged in other proceedings incidental to the normal course of business.

3 unchanged sentences

Such matters are subject to many uncertainties, and the outcomes of individual matters are not predictable with assurance.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Subsequent Events

On August 5, 2022, we entered into a definitive agreement for the sale-leaseback of five properties with an aggregate sales price of approximately $ 200.0 million.

The closing on this transaction is expected to be completed in early October 2022.

We expect to recognize a net gain associated with this sale-leaseback transaction.

In preparing the accompanying condensed consolidated financial statements, we have evaluated the period from June 30, 2022 through the date the condensed consolidated financial statements were issued for material subsequent events.

In preparing the accompanying condensed consolidated financial statements, we have evaluated the period from September 30, 2022 through the date the condensed consolidated financial statements were issued for material subsequent events.

There have been no other such events or transactions during this time which would have a material effect on the condensed consolidated financial statements and therefore would require recognition or disclosure .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements