What changed in this filing

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Item 1. Business

2023-03-08 compared with 2022-03-10 · 176 added, 171 removed, 197 unchanged (64% of the section changed)

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Life Time, the “Healthy Way of Life Company,” is a leading lifestyle brand offering premium health, fitness and wellness experiences to a community of nearly 1.4 million individual members, who together comprise more than 776,000 memberships, as of December 31, 2022.

Since our founding nearly 30 years ago, we have sought to continuously innovate ways for our members to lead healthy and happy lives by offering them the best places, programs and performers.

We deliver high-quality experiences through our omni-channel physical and digital ecosystem that includes more than 150 centers—distinctive, resort-like athletic destinations—across 29 states in the United States and one province in Canada.

Our track record of providing differentiated experiences to our members has fueled our strong, long-term financial performance.

In 2021, a year in which we saw an initial recovery from the impacts of COVID-19, we generated $1,318 million of revenue, a net loss of $579 million and $80 million in Adjusted EBITDA.

In 2020, which was significantly impacted by the COVID-19 pandemic, we generated $948 million of revenue, a net loss of $360 million and $(63) million in Adjusted EBITDA.

In 2019, prior to the COVID-19 pandemic, we generated $1,900 million of revenue, net income of $30 million and $438 million in Adjusted EBITDA.

Our luxurious athletic centers, which are located in both affluent suburban and urban locations, total more than 15 million square feet in the aggregate.

We offer expansive fitness floors with top-of-the-line equipment, spacious locker rooms, group fitness studios, indoor and outdoor pools and bistros, indoor and outdoor tennis courts, basketball courts, LifeSpa, LifeCafe and our childcare and Kids Academy learning spaces.

Our premium service offering is delivered by approximately 30,000 Life Time team members, including over 7,800 certified fitness professionals, ranging from personal trainers to studio performers.

Our members are highly engaged and draw inspiration from the experiences and community we have created, as demonstrated by the 69 million visits to our centers in 2021, 48 million visits to our centers in 2020 despite the COVID-19 pandemic and 92 million visits to our centers in 2019.

Since our founding over 30 years ago, we have sought to continuously innovate ways for our members to lead healthy and happy lives by offering them the best places, programs and performers.

We deliver high-quality experiences through our omni-channel physical and digital ecosystem that includes more than 160 centers—distinctive, resort-like athletic country club destinations—across 29 states in the United States and one province in Canada.

Our track record of providing differentiated experiences to our members has fueled our strong, long-term financial performance and has driven our growth as we have emerged from the COVID-19 pandemic.

In 2022, we generated $1,823 million of revenue, a net loss of $2 million and $282 million in Adjusted EBITDA.

In 2021, a year in which we experienced an initial recovery from the impacts of COVID-19, we generated $1,318 million of revenue, a net loss of $579 million and $80 million in Adjusted EBITDA.

In 2020, which was significantly impacted by the COVID-19 pandemic due to the closure of our clubs by governmental authorities, we generated $948 million of revenue, a net loss of $360 million and $(63) million in Adjusted EBITDA.

In 2019, the year before the adverse impacts of the pandemic, we generated $1,900 million of revenue, net income of $30 million and $438 million in Adjusted EBITDA.

Our luxurious athletic country clubs, which are located in both affluent suburban and urban locations, total approximately 16 million square feet in the aggregate.

We offer expansive fitness floors with top-of-the-line equipment, spacious locker rooms, group fitness studios, indoor and outdoor pools and bistros, indoor and outdoor tennis courts, pickleball courts, basketball courts, LifeSpa, LifeCafe and our childcare and Kids Academy learning spaces.

Our premium service offerings are delivered by over 34,000 Life Time team members, including over 8,800 certified fitness professionals, ranging from personal trainers to studio performers.

Our members are highly engaged and draw inspiration from the experiences and community we have created.

We believe this engagement and inspiration has fueled our recovery as we have implemented several strategic initiatives to further enhance our member experiences and drive significant increases in center usage and higher center memberships as we have emerged from the pandemic and approach or exceed our 2019 pre-pandemic performance levels.

For example, we had 124 average visits per membership to our centers in 2022, 113 average visits per membership to our centers in 2021 and 69 average visits per membership to our centers in 2020 despite the COVID-19 pandemic.

We had 108 average visits per membership to our centers in 2019.

Similarly, our average revenue per center membership increased to $2,528 in 2022 compared to $2,098 and $1,317 in 2021 and 2020, respectively, and compared to $2,172 in 2019.

The table below displays the wide assortment of amenities, services, activities and events found at our centers:

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Indoor and Outdoor Tennis Courts

Pickleball Courts

LifeCafe with Poolside Service

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Basketball/Volleyball Courts

Pickleball Courts

Personal and Small Group Training

Dynamic Personal Training

Small Group Training

Weight Loss Coaching

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Charity Events

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Our footprint of premium athletic centers as of December 31, 2021:

We believe that no other company in the United States delivers the same quality and breadth of health, fitness and wellness experiences as we deliver, which has enabled us to consistently grow our recurring membership dues and in-center revenues for 20 consecutive years, prior to the impact of the COVID-19 pandemic.

As of December 31, 2021, 2020 and 2019, our recurring membership dues represented 68%, 67% and 63%, respectively, of our total revenue, while our in-center revenue, consisting of Life Time Training, LifeCafe, LifeSpa, Life Time Swim and Life Time Kids, among other services, represented 29%, 29% and 34%, respectively, of our total revenue.

Between 2015 and 2019, we grew our average revenue per center membership from $1,883 to $2,172, a testament to the significant value that our members place on engaging with Life Time.

While average revenue per center membership fell to $1,317 in 2020, we experienced a strong rebound in 2021, with $2,098 in average revenue per center membership.

Our footprint of athletic country clubs as of December 31, 2022:

We believe that no other company in the United States delivers the same quality and breadth of health, fitness and wellness experiences that we deliver, which enabled us to consistently grow our annual membership dues and in-center revenues for 20 consecutive years, prior to the impact of the COVID-19 pandemic.

As detailed below, we have been strategic in building our business back from the pandemic with the intent to return to consistent annual growth in our membership dues and in-center revenue.

As of December 31, 2022, 2021 and 2020, our recurring membership dues and enrollment fees represented 71%, 71% and 70%, respectively, of our total Center revenue, while our in-center revenue, consisting of Dynamic Personal Training, LifeCafe, LifeSpa, Life Time Swim and Life Time Kids, among other services, represented 29%, 29% and 30%, respectively, of our total Center revenue.

Our Growth Strategies and Member Experience Initiatives

We have built a strong foundation with an engaged membership base in pursuit of a healthy way of living.

We are executing on several strategies to grow our business and drive our memberships and revenue per center membership, including expanding the number of our premium centers in an asset-light model that targets higher income members, higher average annual revenue per center membership and higher returns on invested capital.

We are also implementing new strategies to elevate our member experiences, including introducing new types of memberships, providing concierge-type member services, expanding our omni-channel offerings and improving our in-center services.

We believe these strategies will allow us to reach our pre-COVID-19 center revenue more quickly than the recovery of our total center memberships.

Continue to Grow Our Membership Base

We believe we will continue to expand our membership base as consumer activity returns post-pandemic and by continuing to increase our member experiences and brand awareness, acquire new consumers and retain our current members longer.

We expect to grow our consumer reach through the following initiatives:

• Data-driven, targeted marketing campaigns focused on personalized experiences.

Employ targeted marketing campaigns driven by data analytics to increase personalized experiences, brand awareness and membership growth, as well as engage in consumer-focused marketing related to improving consumers’ health post-pandemic.

• Expand and elevate service offerings.

Continue to expand and elevate our service offerings to attract and retain members of all ages, from extended childcare hours for kids, to new studio classes, to pickleball for the aging population.

We believe extending and elevating our existing membership offerings with complementary or fee-based services and benefits will continue to drive broader appeal, higher memberships and longer member retention.

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• Market share gains.

Capture orphaned members from fitness centers that shut down during the pandemic.

According to International Health, Racquet, and Sportsclub (“IHRSA”), from March 2020 when the pandemic began to December 31, 2021, approximately 25% of health clubs and fitness facilities and 30% of studios closed permanently.

We believe we are well-positioned to capture a portion of these consumers within our markets.

We believe that employing these strategies will enable us to continue to grow our membership base over the long-term.

We are now executing on several offensive strategies to grow our business and drive our memberships and revenue per center membership.

We are elevating our member experiences through new and improved in-center service offerings, types of memberships, concierge-type member services and omni-channel offerings.

We are also expanding the number of our centers in an asset-light model that targets higher income members, higher average annual revenue per center membership and higher returns on invested capital.

With the strong recovery of our membership dues revenue, we have also been able to focus on margin expansion.

We believe we have opportunities to continue to expand margins as we benefit from higher dues revenue and as we continue to optimize the roll-out of our strategic initiatives and improve the efficiency of our club operations and corporate office.

Increase Revenue per Center Membership

We expect to increase revenue from our members by executing on the following initiatives:

• Expand and elevate in-center offerings that generate incremental revenue .

We nearly doubled our average in-center revenue per membership from 2007 to 2019.

Although we saw a decline in average center revenue per membership during 2020, we experienced a recovery during 2021.

We intend to continue to expand and elevate our health, fitness and wellness offerings to cater to all types of interests and levels, and to drive increased spend by members within our centers.

• Enhance membership pricing.

We expect to increase spend from consumers by developing new premium centers in more affluent markets that drive higher membership dues, enhancing experiences at our existing centers to create more value and pricing opportunities and, over time, transitioning existing memberships to higher membership prices or tiers as we continue to add more value to their memberships.

We believe we will be able to continue to increase revenue from our members and grow our membership base by continuing to execute on the following initiatives that enhance our member experiences and brand awareness, add new members and retain current members longer:

• Expand and elevate in-center service offerings that generate incremental revenue.

We continue to evolve our premium lifestyle brand in ways that elevate and broaden our member experiences and allow our members to integrate health, fitness and wellness into their lives with greater ease and frequency.

Our offerings cater to all types of interests and levels and drive increased center usage and spend by members.

◦ Our strategic initiatives, including pickleball, Dynamic Personal Training, small group training such as Alpha, GTX and Ultra Fit, and our ARORA community focused on members aged 55 years and older, are driving significant increases in unique participants or total sessions in these areas.

◦ Our shift from a sales-driven culture to delivering a concierge-type experience to our members is enhancing how we interact with prospective and existing members.

◦ Our new membership offerings, including our signature membership that includes unlimited small group training and priority registrations, are driving broader appeal, higher memberships and longer member retention.

• Optimize revenue per Center membership.

During the pandemic, we came to believe that we had been under-valuing the experiences delivered to our engaged members and that certain members would likely not return following the pandemic.

We thus began to implement a new pricing strategy coming out of the pandemic.

As we continued to enhance and broaden the premium experiences for our members, we strategically increased our membership dues across most of our new and existing centers, particularly for our new member join rates.

New members are thus joining at higher membership dues rates and are incrementally more profitable than the members we lose.

As expected, our total center memberships have not fully recovered to their 2019 pre-pandemic levels, but for the first time in January 2023, our membership dues revenue exceeded our January 2020 pre-pandemic membership dues revenue for centers opened at the end of 2019.

We believe we can continue to refine our pricing, and transition existing memberships to higher membership prices or tiers, as we deliver exceptional experiences and find the optimal balance among memberships per center, the member experience and financial returns for each center.

We expect average revenue per center membership to continue to increase compared to the prior year as we add new members and open new centers in increasingly affluent markets.

We also expect our revenue to grow as our mature centers continue to ramp in their performance after the adverse effects from the COVID-19 pandemic.

Expanded National Footprint and Strategic Focus on Locations in Affluent Metropolitan Statistical Areas

We believe we have significant whitespace opportunity for our premium athletic centers across the United States and Canada, as well as internationally.

Over the last five-plus years, we have expanded our footprint on the East and West coasts, and increased our presence in premium, urban and coastal areas such as Boston, Chicago, New York City and California.

We believe we have significant whitespace opportunity for our premium athletic country clubs across the United States and Canada, as well as internationally.

Our new center expansion initiatives are focused on strategic locations that will generate higher average dues, higher in-center revenue per membership and higher revenue per square foot.

Our geographic and upscale expansion has been enabled by our flexible center formats, which can be modified to accommodate traditional suburban, vertical residential, urban and mall/retail locations.

Between 2016 and 2019, we opened eight new centers per year on average.

After opening three new centers in 2020, we opened six new centers in 2021 and have a pipeline to open 22 or more new centers in 2022 and 2023.

As we continue to focus on premium athletic centers in affluent areas, we closed four small under-performing centers in 2021, each of which was subject to a lease that we decided to let expire rather than renew.

Our new centers historically have ramped to maturity over three to four years with a high level of consistency.

As our annual number of new centers increases, we believe this ramping club dynamic will provide further support and predictability to our overall revenue and earnings growth.

We also intend to complement our organic growth through acquisitions.

We have acquired, and expect to continue to acquire, athletic centers as well as services and experiences.

We opened 10, six and three new centers in 2022, 2021 and 2020, respectively, and plan to open 18 to 20 new centers over the next two years in increasingly affluent areas.

Our new centers historically have ramped to maturity over four years with a high level of consistency.

As we open new centers each year and as our new centers ramp to maturity, we believe this ramping club dynamic will provide further support and predictability to our overall revenue and earnings growth.

We also intend to supplement our organic growth through acquisitions.

We have acquired, and expect to continue to acquire, centers as well as events and services that complement our offerings.

Our acquisitions can be single assets or portfolios of assets.

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Approximately 65% of our centers are now leased, including approximately 90% of our new centers opened within the last five years, versus a predominantly owned real estate strategy prior to 2015.

Our focus on a flexible real estate strategy has enabled us to develop a business model that targets a new center return on invested capital of mid-to-upper thirties percent, more than double historical trends, grow the number of centers at a faster pace and enter attractive urban coastal markets with premium centers where the price of real estate had historically been a deterrent to entry.

Our focus on a flexible real estate strategy has enabled us to develop a business model that targets a new center return on invested capital, after sale-leaseback proceeds or construction reimbursements, of over 40%, which is more than double historical trends before implementing this strategy.

This strategy has also allowed us to grow the number of centers in a more cost-effective manner and to enter attractive urban and coastal markets with premium centers where the price of real estate had historically been a deterrent to entry.

Expanded Memberships and Omni-Channel Membership Offerings

We believe the importance of health, fitness and wellness coupled with the structural shift of consumer preferences toward experiential and proactive health and wellness spending creates new opportunities for us to leverage our “Healthy Way of Life” lifestyle brand.

As our business model evolves and our membership base grows, we expect to leverage our brand reputation and use our deep understanding of membership needs to add a growing portfolio of products and services to our omni-channel

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We also believe that we can leverage our brand reputation to expand our operations internationally.

While our operations are predominantly in the United States today, we continuously analyze our growth strategy and believe we have opportunities to expand our digital and physical ecosystem and healthy way of life internationally.

We continue to evolve our premium lifestyle brand in ways that elevate our members’ experiences and allow our members to more easily and regularly integrate health, fitness and wellness into their lives.

We are introducing new memberships and communities, including our signature membership that includes unlimited small group training and priority registrations, and our new ARORA community focused on members aged 55 years and older.

We are also focused on delivering a concierge experience to our members.

As we enhance our member experiences and services, and further differentiate Life Time, we are able to adjust the pricing for our memberships and services accordingly.

We are also enhancing our digital platform to deliver a true omni-channel experience for our members.

Our Life Time Digital offering delivers live streaming fitness classes, remote goal-based personal training, nutrition and weight loss support and curated award-winning health, fitness and wellness content.

Through an agreement with Apple ® , we also provide Apple Fitness+ to our members, which gives our members expanded content and wellness data monitoring on the go.

As our business model evolves and our membership base grows, we expect to leverage our brand reputation and deep understanding of the member experience to add a growing portfolio of products and services to our omni-channel platform.

For example, we are leveraging our asset base to add pickleball courts across the country with the goal of becoming the largest pickleball provider in the United States.

We are also focused on tapping into a growing active aging market with our ARORA programming and services.

While our operations are predominantly in the United States today, we also believe that we can leverage our brand reputation to expand internationally.

Our enhanced digital platform is delivering a true omni-channel experience for our members, including live streaming fitness classes, remote goal-based personal training, nutrition and weight loss support and curated award-winning health, fitness and wellness content.

In addition, our members are able to purchase a wide variety of equipment, wearables, apparel, beauty products and nutritional supplements via our digital health store.

We are continuing to invest in our digital capabilities in order to strengthen our relationships with our members and more comprehensively address their health, fitness and wellness needs so that they can remain engaged and connected with Life Time at any time or place.

We are also expanding our “Healthy Way of Life” ecosystem in response to our members’ desire to more holistically integrate health and wellness into every aspect of their daily lives.

In 2018, we launched Life Time Work, an asset-light branded co-working model, which offers premium work spaces in close proximity to our centers and integrates ergonomic furnishings and promotes a healthy working environment.

We have eight Life Time Work locations open and operating, with plans to open more in the following years.

Life Time Work members also receive access to all of our resort-like athletic destinations across the United States and Canada.

Additionally, we opened our first Life Time Living location in 2021, another asset-light extension of our “Healthy Way of Life” ecosystem, which offers luxury wellness-oriented residences.

We are continuing to invest in our digital capabilities, including our integrated digital app, in order to strengthen our relationships with our members and more comprehensively address their health, fitness and wellness needs so that they can remain engaged and connected with Life Time at any time or place.

We are also expanding our “Healthy Way of Life” ecosystem in response to the desire of our members to holistically integrate health and wellness into every aspect of their daily lives.

In 2018, we launched Life Time Work, an asset-light branded co-working model, which offers premium work spaces in close proximity to our athletic country clubs and integrates ergonomic furnishings and promotes a healthy working environment.

As of December 31, 2022, we had 11 Life Time Work locations in operation, with plans to open more in the coming years.

Life Time Work members also generally receive access to all of our resort-like athletic country club destinations across the United States and Canada.

Additionally, we have opened our first two Life Time Living locations, which offer luxury wellness-oriented residences in close proximity to one of our athletic country clubs.

Our Life Time Living offering is generating interest from new property developers and presenting opportunities for new center development that we have not previously had .

While we are in the early stages of capitalizing on this opportunity, we believe integrating how and where consumers live, work, move and play is a promising opportunity that Life Time is uniquely positioned to capture.

As we expand our footprint with new centers and nearby work and living spaces, as well as strengthen our digital capabilities, we expect to continue to grow our omni-channel platform to support the “Healthy Way of Life” journey of our members wherever they are.

Our Competitive Strengths

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Authentic, Premium “Healthy Way of Life” Brand

We have built Life Time into a premier health, fitness and wellness lifestyle brand, earning the trust of our members for nearly 30 years to make their lives healthier and happier.

We have built Life Time into a premier health, fitness and wellness lifestyle brand, earning the trust of our members for over 30 years to make their lives healthier and happier.

We believe that consumers equate our brand with the uncompromising quality, luxury and “Healthy Way of Life” experiences that Life Time offers.

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We believe our brand loyalty will allow us to continue to grow our core business as well as expand our omni-channel platform in digital, work, living and other health, fitness and wellness experiences.

Differentiated and Uncompromising Omni-Channel Experiences

Our omni-channel platform offers members an exceptional breadth of physical and digital experiences that meet or exceed our members’ expectations:

Differentiated and Uncompromising Experiences

Our athletic country clubs, together with our omni-channel platform, offer members an exceptional breadth of physical and digital experiences that meet or exceed their expectations:

• Full Suite of Comprehensive Offerings:

Life Time offers an expansive array of amenities, services and activities, thereby enabling members to enjoy a “Healthy Way of Life” across a diverse and varied set of offerings.

Whether taking advantage of our state-of-the-art fitness equipment, partaking in summer camp for kids, competing in one of our sports leagues or relaxing in one of our award-winning spas, Life Time members enjoy a full end-to-end experience that can be utilized by the entire family and enable them to grow and develop, regardless of where they are in their health and wellness journey.

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Whether taking advantage of our state-of-the-art fitness equipment, playing pickleball, engaging with our Dynamic Personal Training, small group training or ARORA community, partaking in summer camp for kids, competing in one of our sports leagues or relaxing in one of our pools or award-winning spas, Life Time members can enjoy a full end-to-end experience that enables an entire family to grow and develop, regardless of where they are in their health and wellness journey.

• World-Class Talent:

We recruit, hire and certify those whom we believe are the best certified fitness professionals and performers in the industry to empower, educate and entertain our members.

We recruit, hire and certify those whom we believe are the best fitness professionals in the industry to empower, educate and entertain our members.

In addition, to enhance our member experiences and drive consistency in our hospitality and services, we have a strong focus on team member culture, training and certification.

Life Time University, our in-house, proprietary education and certification division, offers curricula curated by over 20 dedicated professionals providing team members with online and in-person training and certification.

• Passionate Culture:

Our focus on engagement among team members and performers attracts and fosters our multi-generational member base.

We deeply value diversity, equity and inclusion at Life Time and strive to create a welcoming and inclusive culture.

In addition, we foster community engagement through a wide range of events and activities, from parent-child dances to pool parties to charity runs.

Since the start of 2019, we have organized approximately 15,000 events and served as a social and community hub for our members.

Our focus on engagement among team members attracts and fosters our multi-generational member base.

We value diversity, equity and inclusion at Life Time and strive to create a welcoming and inclusive culture.

In addition, we foster community engagement through a wide range of events and activities, from parent-child dances, pool parties, charity runs and aged 55+ coffee hours to other social events and multi-day athletic events.

During 2022, we organized approximately 11,170 events and served as a social and community hub for our members.

• Digital Offerings:

Life Time Digital enables our members to experience some of our best offerings at their fingertips at any time and wherever they are located in the United States or Canada.

Life Time Digital enables our members to experience many of our best offerings at their fingertips at any time and wherever they are located in the United States or Canada.

Loyal and Engaged Multi-Generational Membership Base with Attractive Demographics

Life Time’s breadth of premium services and offerings attracts anyone who wants to lead a healthier, happier life.

Life Time’s breadth of premium services and offerings attracts people of all ages who want to lead healthier, happier lives.

The power of our lifestyle brand, attractive member demographics, breadth of amenities and services and high utilization of our centers allow us to build deeply meaningful connections with our members, which are difficult for others in our industry to replicate fully.

From young children attending our swim lessons and Kids Academy classes, or teenagers engaged in our sports and agility training, to members of all ages participating in our iconic athletic events and variety of in-center activities, we have something for every generation.

As of December 31, 2021, 75% of our members owned a home and had a median household income of $119,000 and approximately 59% of our members are part of a couples or family membership, and these members typically engage more fully within our centers.

We have something for every generation, from young children attending our swim lessons and Kids Academy classes, teenagers engaged in our sports and agility training, adults engaged in our Dynamic Personal Training and small group training or more senior adults engaged in our ARORA community to members of all ages participating in pickleball, our iconic athletic events and a variety of our other in-center activities.

Our member base is primarily made up of members in affluent suburban and urban locations.

We believe our membership base has a discretionary spending level that, on average, is less susceptible to adverse economic conditions.

As of December 31, 2022, our members had a median household income of $143,000, 80% owned a home and approximately 60% of our members are part of a couples or family membership, and these members typically engage more fully within our centers.

Approximately 58% of our members had at least a college education.

Additionally, our gender mix is balanced and approximately 48% of our members are below 35 years of age and approximately 81% are under 55 years of age.

On average, revenue per center membership was $1,317 and $2,172 at our centers during 2020 and 2019, respectively, and average visits per membership ranged from 69 and 108 times during the same periods, respectively.

We experienced an improvement in these metrics during 2021, with average revenue per center membership of $2,098 at our centers and average visits of 113 times per membership.

Additionally, our gender mix is balanced and approximately 44% of our members are under 35 years of age and approximately 82% are under 55 years of age.

Flexible Real Estate Strategy with Nationwide Footprint

We have a diversified portfolio of over 150 resort-like athletic destinations that are primarily located in affluent markets across 29 states and one Canadian province.

Over the last five years, we have transitioned to an asset-light strategy through sale-leaseback transactions and have adopted more strategic and flexible center formats that can be modified to accommodate various settings, including traditional suburban, vertical residential, urban and mall/retail locations.

Our focus on a flexible real estate strategy since 2015 has enabled us to develop a business model that targets a new center return on invested capital of mid-to-upper thirties percent, more than double historical trends, grow the number of centers at a faster pace and enter attractive urban and coastal markets with premium centers where the price of real estate had historically been a deterrent to entry.

We also benefit from our in-house architecture, design and construction expertise that allows us to create sustainable and energy efficient centers.

These efforts have helped us control the cost and pace of capital expenditures and have also ensured a consistent feel across our centers.

We have a diversified portfolio of over 160 resort-like athletic country club destinations that are primarily located in affluent markets across 29 states and one Canadian province.

Over the last five years, we have transitioned to an asset-light strategy through sale-leaseback transactions and have adopted more strategic and flexible center formats that can be modified to

accommodate various settings, including traditional suburban, vertical residential, urban and mall/retail locations.

Our focus on a flexible real estate strategy since 2015 has enabled us to develop a business model that targets a new center return on invested capital, after sale-leaseback proceeds or construction reimbursements, of over 40%, which is more than double historical trends before implementing this strategy.

This strategy has also allowed us to grow the number of centers in a more cost-effective manner and enter attractive urban and coastal markets with premium centers where the price of real estate had historically been a deterrent to entry.

We also benefit from our in-house architecture, design and construction expertise that allows us to create operationally efficient centers.

This internal expertise has also helped us control the cost and pace of capital expenditures, including in determining when to begin construction on a new location after we have purchased the land as we balance the timing of our growth with any inflationary, labor or supply pressures, and has also ensured a consistent feel across our centers.

We have developed a disciplined and sophisticated process to evaluate markets and specific sites in those markets where we may want to build new centers.

This dynamic process is based upon demographic, psychographic and competitive criteria generated from profiles of our most successful centers, and we continue to refine these criteria based upon the performance of our centers.

We believe that the presence of a Life Time center benefits landlords and the value of the underlying property and surrounding neighborhoods.

We seek to leverage this halo effect of our brand, as well as long-term relationships with landlords, to achieve favorable lease agreements and increased construction reimbursements from landlords to support our capital light expansion.

We believe that the presence of a Life Time center benefits landlords and property developers and the value of the underlying property and surrounding neighborhoods.

We are seeing the demand for our brand that this benefit creates.

We seek to leverage this halo effect of our brand, as well as long-term relationships with landlords and property developers, to achieve favorable lease or development agreements and increased construction reimbursements to support our capital light expansion.

Recurring Revenue Model with Consistent Growth

Membership dues from our network of members create a recurring and relatively predictable revenue stream that has proven to be resilient for nearly 30 years and across economic cycles.

Membership dues provide our largest source of revenue, representing 68%, 67% and 63% of our total revenue in 2021, 2020 and 2019, respectively.

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We have grown from $137 million, $4 million and $36 million in revenue, net income and Adjusted EBITDA, respectively, in 2001 to $1,900 million, $30 million and $438 million in revenue, net income and Adjusted EBITDA, respectively, in 2019.

Membership dues from our network of members create a recurring and relatively predictable revenue stream that has proven to be resilient for over 30 years and across economic cycles.

Membership dues and enrollment fees provide our largest source of revenue, representing 71%, 71% and 70% of our total Center revenue in 2022, 2021 and 2020, respectively.

We grew from $137 million, $4 million and $36 million in revenue, net income and Adjusted EBITDA, respectively, in 2001 to $1,900 million, $30 million and $438 million in revenue, net income and Adjusted EBITDA, respectively, in 2019.

During that time period, we did not have a year-over-year decline in revenue or Adjusted EBITDA.

While revenue, net income and Adjusted EBITDA did decline to $948 million, $(360) million and $(63) million, respectively, during the COVID-19 pandemic in 2020, we saw a recovery during 2021 as we re-opened our centers and began to emerge from the pandemic.

During 2021, we generated $1,318 million, $579 million and $80 million in revenue, net loss and Adjusted EBITDA, respectively.

While revenue, net income (loss) and Adjusted EBITDA did decline in 2020 to $948 million, $(360) million and $(63) million, respectively, due to the closure of our centers by governmental authorities during the COVID-19 pandemic, we saw a recovery during 2021 as we re-opened our centers and began to emerge from the pandemic with revenue, net loss and Adjusted EBITDA of $1,318 million, $(579) million and $80 million, respectively.

During 2022, we continued our recovery as we executed on several growth and pricing initiatives and generated $1,823 million, $(2) million and $282 million in revenue, net loss and Adjusted EBITDA, respectively.

Passionate, Visionary, Founder-Led Management Team with Deep Industry Experience

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Our executive leadership includes:

• Tom Bergmann, President & Chief Financial Officer.

Bergmann has been with Life Time for more than six years and has more than 30 years of leadership experience across various industries, including as Chief Financial Officer at three companies including USF Corporation (prior to being acquired by Yellow Corporation), Amsted Industries and Harley Davidson.

• Jeff Zwiefel, President & Chief Operating Officer.

Zwiefel has been with Life Time for over 20 years and has more than 35 years of experience in the health, fitness and wellness industry.

• Eric Buss, Executive Vice President & Chief Administrative Officer.

Buss has been with Life Time for over 20 years and has served as a key executive leader in a variety of roles.

• Robert Houghton, Executive Vice President & Chief Financial Officer.

Houghton has been with Life Time since August 2022 and has more than 20 years of leadership experience across various industries, including as Senior Vice President – Finance at United Natural Foods, Inc.

• Parham Javaheri, Executive Vice President & Chief Property Development Officer.

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Singh joined Life Time in 2017 and oversees all digital and technology infrastructure, operations and initiatives.

• Jeff Zwiefel, President & Chief Operating Officer.

Zwiefel has been with Life Time for over 20 years and has more than 35 years of experience in the health, fitness and wellness industry.

Our team has an entrepreneurial spirit that we believe makes us highly adaptable, reflects an ownership mentality and allows us to navigate shifts in the health, fitness and wellness landscape, including as a result of the COVID-19 pandemic.

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Strong Financial Performance

Our compelling financial profile is distinguished by our long-term track record of consistent revenue growth prior to the COVID-19 pandemic, growth of new centers in attractive markets, a high percentage of predictable recurring membership revenue, increasing revenue per center membership and strong profitability.

Our compelling financial profile is distinguished by our long-term track record of consistent revenue growth prior to the COVID-19 pandemic and now as we emerge from the pandemic, growth of new centers in attractive markets, a high percentage of predictable recurring membership dues revenue, increasing revenue per center membership and strong profitability.

• Long-Term Track Record of Revenue Growth.

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Prior to the impact of COVID-19 in 2020, we grew our revenue each year from 2000 through 2019.

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Our revenue declined in 2020 due to the closure of our centers by governmental authorities during the COVID-19 pandemic.

Since then, our revenue has once again grown strongly as our centers ramp back and we expect to exceed our 2019 revenue.

Revenue ($ in millions)

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Our asset-light, flexible real estate strategy and compelling center economics have enabled us to successfully open new centers in attractive markets.

From 2016 through December 31, 2021, we opened 40 new centers, increasing our total center count by 36.0%.

• Predictable Recurring Membership Revenue .

Due to our strong membership base, our membership dues represent a predictable recurring revenue stream that provides stability to our business.

Center memberships were approximately 649,000 at the end of 2021 compared to approximately 501,000 at the end of 2020 as a result of the COVID-19 pandemic.

Prior to the pandemic, Center memberships were approximately 854,000 at the end of 2019.

With respect to the net increase of approximately 148,000 Center memberships during 2021, the percentage of that net increase attributable to members converting from Digital On-hold was approximately 66%, or 98,000 memberships.

The proportion of our total revenue generated by the resulting recurring membership dues was 68%, 67% and 63% in 2021, 2020 and 2019, respectively.

Since implementing our asset light strategy in 2015 , we have opened an average of eight centers per year, excluding centers opened in 2020 during the COVID-19 pandemic.

• Predictable Recurring Membership Dues Revenue .

Our membership dues represent a predictable recurring revenue stream that provides stability to our business.

Center memberships were approximately 725,200 as of December 31, 2022, a net increase of approximately 76,000 from 2021 as we continued to recover from the COVID-19 pandemic and execute our strategic and pricing initiatives.

The percentage of that increase attributable to net new members was approximately 73%, or 55,000 memberships.

While our Center memberships have not fully recovered to their pre-pandemic levels of 2019, we believe we are building back a stronger and more engaged membership base.

With this membership base and our enhanced premium services and pricing strategy, for the first time in January 2023, our membership dues revenue exceeded our January 2020 pre-pandemic membership dues revenue for centers opened at the end of 2019.

The proportion of our total Center revenue generated by the resulting recurring membership dues and enrollment fees was 71%, 71% and 70% in 2022, 2021 and 2020, respectively.

• Increasing Average Revenue Per Center Membership.

Between 2015 and 2019, we grew our average revenue per center membership from $1,883 in 2015 to $2,172 in 2019, a testament to the significant value that our members place on engaging with Life Time.

As a result of the COVID-19 pandemic, average revenue per center membership fell to $1,317 in 2020 and recovered to $2,098 in 2021.

As we emerge from the COVID-19 pandemic with a smaller membership balance, one of our strategies is to continue to increase our average revenue per center membership.

Due to the closure of our centers by governmental authorities during the COVID-19 pandemic, average revenue per center membership fell to $1,317 in 2020.

As we have emerged from the pandemic and implemented our strategic initiatives to further enhance our member experiences and drive significant increases in center usage and higher center memberships, we have grown our average revenue per center membership to $2,098 in 2021 and $2,528 in 2022.

• Strong Profitability.

We have maintained a highly profitable business model, achieving a 1.6% net income margin and 23.0% Adjusted EBITDA margin in 2019.

These metrics were impacted by the COVID-19 pandemic in 2020 and 2021, falling to a (38.0)% net loss margin and (6.6)% Adjusted EBITDA margin in 2020 and a (44.0)% net loss margin and 6.1% Adjusted EBITDA margin in 2021.

We have historically maintained a highly profitable business model, achieving a 1.6% net income margin and 23.0% Adjusted EBITDA margin in 2019.

These metrics were impacted by the COVID-19 pandemic in 2020, falling to a (38.0)% net loss margin and (6.6)% Adjusted EBITDA margin in 2020 and a (44.0)% net loss margin and 6.1% Adjusted EBITDA margin in 2021.

These metrics improved to (0.1)% net loss margin and

15.5% Adjusted EBITDA margin in 2022.

With the strong recovery of our membership dues revenue, we have been able to focus on margin expansion.

As we execute our asset-light real estate strategy, our rent expense, which includes both cash and non-cash rent expense, will continue to increase and impact our Adjusted EBITDA margins and the comparability of our results of operations.

Rent expense was $166.0 million, $186.3 million, $209.8 million and $245.2 million for the years ended 2019, 2020, 2021 and 2022, respectively.

Impact of COVID-19 on Our Financial Performance

On March 16, 2020, we closed all of our centers based on orders and advisories from federal, state and local governmental authorities responding to the spread or threat of spread of COVID-19.

On March 16, 2020, we closed all of our centers based on orders and advisories from federal, state and local governmental authorities responding to the spread or threat of the spread of COVID-19.

While our centers were closed, we did not collect monthly access membership dues or recurring product charges from our members.

We re-opened our first center on May 8, 2020 and continued to re-open our centers in accordance with evolving state and local governmental guidance.

As of December 31, 2021, all of our 151 centers were open.

After the onset of the COVID-19 pandemic, we prioritized the health and safety of our members and team members by developing and implementing robust COVID-19 operating protocols, while taking appropriate steps to ensure our financial stability, including by reducing operating expenses, delaying capital investments and securing additional debt financing.

We continue to refine these protocols and may take further actions as governmental authorities require or recommend or as we determine to be in the interests of our members, team members, vendors and service providers as we operate in the evolving COVID-19 environment, including as a result of variants such as the Delta and Omicron variants.

Despite the challenges presented by the governmental response to the COVID-19 pandemic with respect to the health, fitness and wellness industry, we have remained committed to our mission and our members and began our recovery in 2021.

The performance of our centers has improved significantly as our centers have ramped back from the adverse impacts of COVID-19.

Our improvement has varied depending on various factors, including how early we were able to re-open them, whether we were required to close them again, their geographic location and applicable governmental restrictions.

Similar to how our new centers historically have ramped to maturity over four years, we believe our centers continue to ramp in their performance as we emerge from the pandemic.

Number of Centers .

While our new center construction and growth was slowed as a result of the COVID-19 pandemic, we have successfully opened nine new centers since the end of 2019 through December 31, 2021, seven of which opened after the onset of the pandemic.

While our new center construction and growth was slowed as a result of the COVID-19 pandemic, we have successfully opened 19 new centers since the end of 2019 through December 31, 2022, 17 of which opened after the onset of the pandemic.

We have also continued our real estate development efforts after initially suspending them during the pandemic, and had 12 centers under construction as of December 31, 2022.

We opened six new centers in 2021 and closed four small under-performing centers with expiring leases , and we have a pipeline to open 22 or more new centers in 2022 and 2023.

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Revenue and Net Income (Loss).

As a result of the COVID-19 pandemic, our total revenue fell from $1,900 million for 2019 to $948 million for 2020.

This revenue loss resulted in a reduction of net income from approximately $30 million in 2019 to net losses of approximately $360 million in 2020.

Our results began to recover in 2021 and we generated $1,318 million in total revenue but experienced net losses of approximately $579 million, which included tax-effected expenses of $269.1 million related to non-cash share-based compensation expense and $68.6 million of additional interest expense incurred as a result of a loss on the conversion of a related-party secured note into preferred stock, as well as costs incurred in connection with our debt refinancing and partial pay down of our Term Loan Facility.

We opened 10 new centers in 2022 and we plan to open 18 to 20 new centers over the next two years.

Revenue and Net Loss.

As a result of the COVID-19 pandemic, our total revenue fell to $948 million for 2020.

This revenue loss resulted in a net loss of approximately $360 million in 2020.

Our results began to recover in 2021 and we generated $1,318 million in total revenue and a net loss of approximately $579 million.

Our results further improved in 2022 and we generated $1,823 million in total revenue and a net loss of approximately $2 million, which included tax-effected expenses of $25.5 million related to non-cash share-based compensation expense.

Memberships .

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Both Center memberships and Digital On-hold memberships include Life Time Digital.

Center memberships grew from approximately 814,000 at the end of 2018 to approximately 854,000 at the end of 2019.

By the end of 2020, as a result of the COVID-19 pandemic, Center memberships had declined to approximately 501,000 as we experienced more conversions of Center memberships to Digital On-hold memberships as well as a higher level of membership terminations.

However, we saw significant improvement in our Center membership numbers during 2021 and had approximately 649,000 Center memberships as of December 31, 2021 due in large part to the conversion of Digital On-hold memberships back to Center memberships.

As a result of the COVID-19 pandemic, Center memberships declined to approximately 501,000 at the end of 2020 as we experienced more conversions of Center memberships to Digital On-hold memberships as well as a higher level of membership terminations.

However, we saw significant improvement in our Center membership numbers during 2021 and 2022 and had approximately 649,400 Center memberships as of December 31, 2021, due in large part to the conversion of Digital On-hold memberships back to Center memberships, and approximately 725,200 Center memberships as of December 31, 2022 due in large part to new members.

Our Membership Offering

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We offer a variety of convenient month-to-month memberships with no long-term contracts.

Each Center membership is defined as one or more adults 14 years of age or older, plus any juniors under 14.

Each Center membership is defined as one or more adults, plus any juniors under the age of 14.

• Base Memberships.

We offer base memberships that provide one or more individuals 14 years of age or older general access (with some amenities excluded) to a selected home center and all centers with the same or a lower base monthly dues rate.

Our optimized pricing for a Center membership is determined center-by-center based on a variety of factors, including geography, market presence, demographic nature, population density, initial investment in the center and available services and amenities.

Base memberships typically include locker and towel service, group fitness classes and access to the Life Time app.

Our optimized pricing for a Center membership is determined center-by-center based on a variety of factors, including geography, market presence, demographic nature, population density, competition, initial investment in the center and available services and amenities.

Among our base memberships, our standard multi-center access

memberships include general access to our centers, including the locker rooms (with locker and towel service), fitness floor, any child center and other benefits such as the Life Time app.

Our signature multi-center access memberships provide the benefits of a standard membership along with certain products, services or spaces that would otherwise be accessible only upon payment of additional dues or fees, such as small group training and court time for certain racquet sports at certain centers.

Certain of our centers are accessible only with a signature membership.

• Junior Memberships.

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• Other Memberships and Products .

We offer several other recurring memberships and access-related products at select centers, including a Signature Membership that bun dles a base membership with small group training, a Tennis Membership that bundles a base membership with tennis and a Pool Pass that provides access to the outdoor pool area at select centers.

We offer several other recurring memberships and access-related products at select centers, including a Tennis Membership that bundles a base membership with tennis and a Pool Pass that provides access to the outdoor pool area at select centers.

Digital On-hold Memberships .

We offer Digital On-hold memberships for members who do not currently wish to access our centers, but still want to maintain certain member benefits, including our Life Time Digital membership, and the right to convert to back to a Center membership without paying an enrollment fee.

The majority of our Digital On-hold memberships cost $15 per month, which we may not charge from time to time, including during periods of the COVID-19 pandemic as a means to maintain member engagement.

We offer Digital On-hold memberships for members who do not currently wish to access our centers, but still want to maintain certain member benefits, including our Life Time Digital membership, and the right to convert back to a Center membership without paying an enrollment fee.

The majority of our Digital On-hold memberships cost $15 per month.

Digital Memberships.

We launched Life Time Digital direct-to-consumer in December 2020 to bring our “Healthy Way of Life” programs, services and content to consumers virtually.

Life Time Digital features include live streaming fitness classes, remote goal-based personal training, nutrition and weight loss support, curated award-winning health, fitness and wellness content and access to Apple Fitness+.

Life Time Digital features include live streaming fitness classes, remote goal-based personal training, nutrition and weight loss support, curated award-winning health and fitness and wellness content.

Currently, our digital membership is included with both our Center and Digital On-hold memberships at no additional charge or it can be purchased separately as a digital-only membership.

We currently report our Digital memberships within our Digital On-hold membership totals.

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Human Capital

As of December 31, 2021, we employed approximately 30,000 Life Time team members, including 21,000 part-time employees and over 7,800 certified fitness professionals, ranging from personal trainers to studio performers.

As of December 31, 2022, we employed over 34,000 Life Time team members, including 26,000 part-time employees and over 8,800 certified fitness professionals, ranging from personal trainers to studio performers.

On average, our centers are generally staffed with approximately 180 to 240 full-time and part-time employees depending on center activity levels.

Since our founding, we have believed that creating and sustaining a trusted community, where members know their experiences will always be exceptional, requires the highest levels of passion and commitment from our entire team.

Our team members are dedicated to providing the best programs and experiences, in the best facilities, by the best people and performers.

Our team members are at the heart of our Company.

Since our founding in 1992, we have believed that creating and sustaining a trusted community requires a high level of passion and commitment from our team.

Our team members are dedicated to providing the best programs and experiences in the best facilities, and we know this happens by hiring and inspiring the best people.

By consistently delivering extraordinary experiences, we have built a highly trusted, premium lifestyle brand that embraces all aspects of healthy living, healthy aging and healthy entertainment.

Collectively, it is what we call “Healthy Way of Life,” or “HWOL.” This is a unique lens through which we can examine every aspect of our lives.

It is a healthy perspective on physical, mental and social wellbeing.

To build our HWOL brand that is loved and trusted by members, we have dedicated ourselves to identifying, training and empowering team members who trust our Company like their own families.

This was achieved naturally and intuitively at the start and, as our Company has grown, we have intentionally and systematically made it the foundation of what we call our “Culture of Care.” Creating and fostering this culture involves numerous critical details and initiatives – from casting, onboarding, training, certification and career path planning, to establishing supporting programs, such as our Life Time Foundation, Life Time University and Life Time Inclusion Council.

Inclusion, Diversity and Equity at Life Time

We call this collective approach and lens to physical, mental and social well-being “Healthy Way of Life” (“HWOL”).

To build our HWOL brand, we aim to recruit, train, promote and empower team members through our culture of care and such initiatives as the Life Time Inclusion Council and Life Time University.

Our culture of care encourages our team members to live out HWOL in their personal and professional lives.

We believe in supporting our team members throughout their journey from casting, onboarding, training, certification, career-path planning and employee resource or affinity groups.

We also offer numerous supportive programs, including education, training and surveys.

Diversity, Equity and Inclusion at Life Time

At Life Time, we are committed to inspiring healthy, happy lives for everyone in our communities.

We embrace our responsibility to create healthy environments and workspaces that honor and champion all through inclusion, equity and diversity.

We recognize, empower and celebrate the unique talents, backgrounds and perspectives of individuals so everyone feels welcomed, respected, supported and valued.

We believe inclusion is at the heart of our team members’ and members’ sense of belonging.

Our focus on making Life Time a “Place for Everyone” is a hallmark of our organization.

Delivering a “Place for Everyone” at Life Time is driven by our strategic pillars of developing an inclusive leader culture, introducing and growing mentoring and coaching for all, reaching out to our community to expand and support healthy communities, and monitoring our team member, member and community diversity.

Our senior leadership, as well as our inclusion council and center-level ambassadors, play a critical role in delivering on our value of being a “Place for Everyone.” We also provide programs and development opportunities for all of our team members to grow and sustain the value of inclusion.

We aspire to create healthy environments and workspaces that recognize, empower and celebrate the unique talents, backgrounds and perspectives of individuals so team members feel welcomed, respected, supported and valued.

We believe inclusion is at the heart of our team members’ and members’ sense of belonging, and so our diversity, equity and inclusion (“DEI”) efforts are focused on making Life Time “A Place for Everyone.”

To help create “A Place for Everyone” at Life Time, we created the Life Time Inclusion Council, which is comprised of a small group of core team members, along with a larger group of ambassadors representing each of our club locations and many corporate divisions.

Our inclusion council works through committees to identify and incubate areas for growth within our organization with respect to DEI.

Among other initiatives, Life Time has supported mentoring, coaching, engagement forums, inclusive leadership feedback and DEI learning.

Development and Training

We recruit, hire and certify those whom we believe are the best certified fitness professionals and performers in the industry to empower, educate and entertain our members.

All center team members are required to participate in a training and certification program that is specifically designed to promote a friendly and inviting environment with each member interaction, while upholding a consistent standard of performance across all of our centers.

We provide comprehensive training through our Life Time Education platform that is comprised of both an externally licensed school branded as Life Time Academy (“LTA”) and an internal team member education and certification division that we call Life Time University (“LTU”).

Our recruiting and talent acquisition teams seek diverse and highly skilled team members who promote a friendly and inviting environment and uphold consistency in performance and excellence in hospitality.

Through this casting, we select team members whom we believe are the best fitness professionals in the industry to empower, educate and entertain our members.

Additionally, all center team members are required to participate in a training and certification program that is specifically designed for their role and in education that promotes health and safety and reinforces our non-discrimination and anti-harassment policies.

We also provide comprehensive training through our Life Time Education platform that is comprised of both an externally licensed school branded as Life Time Academy (“LTA”) and an internal team member education and certification division that we call Life Time University (“LTU”).

LTA offers a certification for entry-level professionals to prepare for a career with Life Time or within the health, fitness and wellness industry.

LTU delivers world-class certification, learning, education and development opportunities for all team members.

Life Time Education supports the culture of Life Time through enterprise-wide programs in service, inclusion and diversity and personal and professional growth.

LTU delivers certification, learning, education and development opportunities for all team members.

Life Time Education supports the culture of Life Time through programs in service, inclusion and diversity and personal and professional growth.

Team members also receive ongoing mentoring and continuing education, and we require an annual re-certification before any team member is permitted to work or to advance to other positions within our Company.

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Compensation and Benefits

We believe that supporting our team members and providing them the tools to be successful in their roles fosters our Culture of Care and enables them to provide extraordinary experiences to our members.

We believe that supporting our team members to be successful in their roles enables them to provide extraordinary experiences to our members.

We offer a wide range of benefits designed to holistically support our team members in all areas of their lives.

In addition to paid time off, paid sick leave, adoption assistance, subsidized medical, dental and vision insurance, company paid life insurance, short and long-term disability, as well as a center membership, we also provide:

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In addition to paid time off, paid sick leave, parental leave, adoption assistance, subsidized medical, dental and vision insurance, company paid life insurance, short and long-term disability, and a center membership, we also provide:

• Employee Assistance Program – Offers confidential assistance with personal, legal, work, financial and other life issues on a 24-hours-a-day, 7-days-a-week basis;

• Life Time Mind (“LT Mind”) - LT Mind is a holistic performance coaching program proprietary to Life Time aimed at helping team members optimize their performance, achieve their goals and enhance their well-being.

Offerings for all team members include online training and virtual mental resiliency coaching.

Offerings for team members include online training and virtual mental resiliency coaching.

We are not a party to a collective bargaining agreement with any of our employees.

Our continued efforts on building a diverse, equitable, and inclusive environment centered around our Culture of Care for our team members has created a positive environment where our performers can thrive while delivering an uncompromising member experience, and we believe relations with our employees are good.

We believe our continued efforts to build a diverse, equitable and inclusive environment for our team members has created a positive environment where they can thrive while delivering an uncompromising member experience, and we believe relations with our employees are good.

Information Systems

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• small fitness clubs and studios and other boutique fitness offerings, including Anytime Fitness, Snap Fitness, Planet Fitness, Orange Theory, Barre3, Crunch Fitness and others;

• racquet, tennis and other athletic centers;

• racquet, tennis, pickleball and other athletic centers;

• rental unit and condominium amenity centers;

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We believe that our brand, our comprehensive product offering and focus on services, amenities and value provide us with a distinct competitive advantage, positioning us well to compete in the health, fitness and wellness industry.

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Intellectual Property

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In 2003, we formed the Life Time Foundation with a focus on inspiring healthier families.

In 2010, we further focused on helping children reach their full potential by improving the nutrition, health, taste and overall quality of the meals served at schools which, for many children, is their sole source of food throughout the day.

Specifically, the Life Time Foundation partners with schools to eliminate foods containing highly processed and artificial ingredients in favor of wholesome, real food alternatives and scratch cooking.

As of December 31, 2021, the Life Time Foundation has benefited more than 35 school districts, including the largest school district in the United States (New York City), impacting over 3,600 schools with more than 265 million meals served to over 1.7 million students annually.

In 2010, we further focused on helping children reach their full potential by collaborating with school food leaders to help them serve wholesome, nourishing, minimally processed food in schools across the United States.

Since 2010, Life Time Foundation has positively impacted over 1.7 million children across the country.

In 2022, we launched a new grant program to spark exercise and healthy movement in our nation’s youth.

The program complements the Life Time Foundation’s work in improving youth nutrition.

The “Get Kids Moving” program impacted over 25,000 children in 2022.

Available Information

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The information we file with the SEC or contained on or accessible through our corporate website or any other website that we may maintain is not part of this Annual Report.

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What changed 10-K

Item 1. Business