Life Time Group Holdings, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Management’s Annual Report on Internal Control over Financial Reporting F- 2 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting F- 3 Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID No. 34 ) F- 4 Consolidated Financial Statements Consolidated Balance Sheets F- 6 Consolidated Statements of Operations F- 7 Consolidated Statements of Comprehensive Loss F- 8 Consolidated Statements of Stockholders’ Equity F- 9 Consolidated Statements of Cash Flows F- 10 Notes to Consolidated Financial Statements F- 11 F-1 Table of Contents Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022, utilizing criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—2013 Integrated Framework. Based on our assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on those criteria. Management’s internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, in which they expressed an unqualified opinion. F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Life Time Group Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Life Time Group Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 8, 2023, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota March 8, 2023 F-3 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Life Time Group Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Life Time Group Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Sale-Leaseback Transactions – Refer to Notes 2 and 9 to the financial statements Critical Audit Matter Description As described in Note 9 to the Company’s consolidated financial statements, the Company entered into and consummated sale-leaseback transactions involving nine properties with unrelated third parties during the year ended December 31, 2022. Under these transactions, the Company sold properties with a combined net book value of $285.8 million for cash proceeds of $375.0 million, which was reduced by transactions costs of $1.8 million, for net cash proceeds of $373.2 million. The estimated fair value of the properties sold was $385.1 million. Accordingly, the aggregate sales price associated with these arrangements was increased, for accounting purposes, by a total of $10.1 million, which resulted in the recognition of a gain of $97.5 million on these transactions. The Company determined that the transactions qualified as sale-leaseback transactions in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases . We identified management’s evaluation of whether the sale-leaseback transactions transferred control, was recognized timely, and at fair value, as a critical audit matter. Management applies judgment in assessing relevant lease terms, provisions, and other conditions, including repurchase rights, included in the Company’s sale and lease agreements to determine whether or not F-4 Table of Contents the control of the real estate property has transferred from the Company, the timing of the transaction, and the determination of fair value. Auditing these assessments made by management involved challenging auditor judgment due to the extent of specialized skills or knowledge required. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to sale-leaseback transactions included the following, among others: • Utilizing professionals with skills and knowledge to assist in: (i) assessing management’s application of ASC Topic 842 and (ii) evaluating relevant lease terms, provisions and other conditions included in the Company’s sale-leaseback agreements to assess the appropriateness of the conclusion that a transfer of control has occurred. • Evaluating whether the Company appropriately accounted for the sale by recognizing the transaction price for the sale at the time control is transferred, derecognizing the carrying amount of the asset, and accounting for the lease in accordance with ASC Topic 842. • Utilizing professionals with specialized skills and knowledge in valuation to assist, for certain transactions, with assessing whether the overall transaction was at fair value. • Recalculating the operating lease right-of-use asset and liability based on the terms of the agreement and calculated incremental borrowing rate. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota March 8, 2023 We have served as the Company’s auditor since 2002. F-5 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) December 31, 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 25,509 $ 31,637 Accounts receivable, net 13,381 6,464 Center operating supplies and inventories 45,655 41,007 Prepaid expenses and other current assets 45,743 48,883 Income tax receivable 748 3,533 Total current assets 131,036 131,524 Property and equipment, net 2,901,242 2,791,464 Goodwill 1,233,176 1,233,176 Operating lease right-of-use assets 2,116,761 1,864,528 Intangible assets, net 173,404 174,241 Other assets 69,744 61,742 Total assets $ 6,625,363 $ 6,256,675 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 73,973 $ 71,308 Construction accounts payable 125,031 83,311 Deferred revenue 36,859 33,871 Accrued expenses and other current liabilities 154,427 147,920 Current maturities of debt 15,224 23,527 Current maturities of operating lease liabilities 51,892 46,315 Total current liabilities 457,406 406,252 Long-term debt, net of current portion 1,805,698 1,775,719 Operating lease liabilities, net of current portion 2,162,424 1,909,883 Deferred income taxes, net 41,393 55,213 Other liabilities 34,181 18,216 Total liabilities 4,501,102 4,165,283 Commitments and contingencies (Note 12) Stockholders’ equity: Common stock, $ 0.01 par value per share, 500,000 shares authorized, 194,271 and 193,060 shares issued and outstanding, respectively 1,943 1,931 Additional paid-in capital 2,784,416 2,743,560 Accumulated deficit ( 652,876 ) ( 651,083 ) Accumulated other comprehensive loss ( 9,222 ) ( 3,016 ) Total stockholders’ equity 2,124,261 2,091,392 Total liabilities and stockholders’ equity $ 6,625,363 $ 6,256,675 See notes to consolidated financial statements. F-6 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Year Ended December 31, 2022 2021 2020 Revenue: Center revenue $ 1,769,520 $ 1,286,634 $ 929,966 Other revenue 53,037 31,419 18,413 Total revenue 1,822,557 1,318,053 948,379 Operating expenses: Center operations 1,068,208 844,098 660,046 Rent 245,226 209,823 186,257 General, administrative and marketing 213,976 480,543 149,898 Depreciation and amortization 228,883 235,124 247,693 Other operating (income) expenses ( 44,355 ) 43,653 63,634 Total operating expenses 1,711,938 1,813,241 1,307,528 Income (loss) from operations 110,619 ( 495,188 ) ( 359,149 ) Other (expense) income: Interest expense, net of interest income ( 113,537 ) ( 224,516 ) ( 128,394 ) Equity in earnings (loss) of affiliates 300 ( 9 ) ( 187 ) Total other expense ( 113,237 ) ( 224,525 ) ( 128,581 ) Loss before income taxes ( 2,618 ) ( 719,713 ) ( 487,730 ) Benefit from income taxes ( 825 ) ( 140,344 ) ( 127,538 ) Net loss $ ( 1,793 ) $ ( 579,369 ) $ ( 360,192 ) Loss per common share – basic and diluted $ ( 0.01 ) $ ( 3.73 ) $ ( 2.48 ) Weighted-average common shares outstanding – basic and diluted 193,570 155,470 145,137 See notes to consolidated financial statements. F-7 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2022 2021 2020 Net loss $ ( 1,793 ) $ ( 579,369 ) $ ( 360,192 ) Foreign currency translation adjustments, net of tax of $ 0 ( 6,206 ) 214 1,422 Comprehensive loss $ ( 7,999 ) $ ( 579,155 ) $ ( 358,770 ) See notes to consolidated financial statements. F-8 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Common Stock Additional Paid-in Capital Stockholder Note Receivable Retained Earnings/ (Accumulated Deficit) Accumulated Other Comprehensive Loss Total Equity Shares Amount Balance at December 31, 2019 141,596 $ 1,416 $ 1,479,941 $ ( 15,000 ) $ 288,478 $ ( 4,652 ) $ 1,750,183 Net loss — — — — ( 360,192 ) — ( 360,192 ) Other comprehensive income — — — — — 1,422 1,422 Issuance of common stock 3,600 36 89,964 — — — 90,000 Balance at December 31, 2020 145,196 1,452 1,569,905 ( 15,000 ) ( 71,714 ) ( 3,230 ) 1,481,413 Net loss — — — — ( 579,369 ) — ( 579,369 ) Other comprehensive income — — — — — 214 214 Share-based compensation — — 334,339 — — — 334,339 Settlement of accrued compensation liabilities through the issuance of share-based compensation awards — — 3,843 — — — 3,843 Issuance of common stock in connection with the IPO and over-allotment exercise, net of offering costs 40,582 406 700,961 — — — 701,367 Issuance of common stock in connection with Series A Preferred Stock conversion 6,687 67 149,518 — — — 149,585 Issuance of restricted stock in connection with restricted Series A Preferred Stock conversion 595 6 ( 6 ) — — — — Cancellation of stockholder note receivable — — ( 15,000 ) 15,000 — — — Balance at December 31, 2021 193,060 1,931 2,743,560 — ( 651,083 ) ( 3,016 ) 2,091,392 Net loss — — — — ( 1,793 ) — ( 1,793 ) Other comprehensive loss — — — — — ( 6,206 ) ( 6,206 ) Share-based compensation — — 37,291 — — — 37,291 Stock option exercises 363 4 3,751 — — — 3,755 Equity issuance costs — — ( 270 ) — — — ( 270 ) Issuance of common shares in connection with the vesting of restricted stock units 848 8 ( 562 ) — — — ( 554 ) Settlement of accrued compensation liabilities through the issuance of share-based compensation awards — — 646 — — — 646 Balance at December 31, 2022 194,271 $ 1,943 $ 2,784,416 $ — $ ( 652,876 ) $ ( 9,222 ) $ 2,124,261 See notes to consolidated financial statements. F-9 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net loss $ ( 1,793 ) $ ( 579,369 ) $ ( 360,192 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 228,883 235,124 247,693 Deferred income taxes ( 13,560 ) ( 139,941 ) ( 99,910 ) Share-based compensation 37,291 334,339 — Non-cash rent expense 38,534 22,602 37,105 Impairment charges associated with long-lived assets 2,062 2,076 37,754 (Gain) loss on disposal of property and equipment, net ( 99,974 ) 2,746 ( 7,130 ) Loss on debt extinguishment — 40,993 — Write-off of debt discounts and issuance costs — 28,568 — Amortization of debt discounts and issuance costs 7,873 9,590 12,033 Changes in operating assets and liabilities 3,372 26,717 37,517 Other ( 1,719 ) ( 3,474 ) ( 851 ) Net cash provided by (used in) operating activities 200,969 ( 20,029 ) ( 95,981 ) Cash flows from investing activities: Capital expenditures ( 591,178 ) ( 328,909 ) ( 265,617 ) Acquisitions, net of cash acquired — ( 9,529 ) ( 100 ) Proceeds from sale-leaseback transactions 351,850 73,981 235,660 Proceeds from the sale of land held for sale — — 22,971 Other ( 4,214 ) ( 5,462 ) 971 Net cash used in investing activities ( 243,542 ) ( 269,919 ) ( 6,115 ) Cash flows from financing activities: Proceeds from borrowings 20,084 1,907,577 116,583 Repayments of debt ( 25,644 ) ( 2,178,004 ) ( 36,385 ) Proceeds from revolving credit facility 805,000 159,000 573,902 Repayments of revolving credit facility ( 785,000 ) ( 253,000 ) ( 654,902 ) Repayments of finance lease liabilities ( 1,404 ) ( 1,514 ) ( 1,343 ) Proceeds from financing obligations 21,350 — — Proceeds from the issuance of common stock, net of issuance costs — 701,926 90,000 Proceeds from stock option exercises 3,755 — — Increase in debt discounts and issuance costs ( 43 ) ( 47,586 ) ( 460 ) Other ( 1,300 ) — — Net cash provided by financing activities 36,798 288,399 87,395 Effect of exchange rate on cash and cash equivalents ( 353 ) ( 9 ) ( 55 ) Decrease in cash and cash equivalents ( 6,128 ) ( 1,558 ) ( 14,756 ) Cash and cash equivalents – beginning of period 31,637 33,195 47,951 Cash and cash equivalents – end of period $ 25,509 $ 31,637 $ 33,195 See notes to consolidated financial statements. F-10 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) 1. Nature of Business and Basis of Presentation Nature of Business Life Time Group Holdings, Inc. (collectively with its direct and indirect subsidiaries, “Life Time,” “We,” “Our,” or “the Company”) is a holding company incorporated in the state of Delaware. Life Time Group Holdings, Inc. changed its name from LTF Holdings, Inc. effective on June 21, 2021. As a holding company, Life Time Group Holdings, Inc. does not have its own independent assets or business operations, and all of our assets and business operations are through Life Time, Inc. and its direct and indirect subsidiaries. We are primarily dedicated to providing premium health, fitness and wellness experiences at our athletic country club destinations and via our comprehensive digital platform and portfolio of iconic athletic events – all with the objective of inspiring healthier, happier lives. 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 December 31, 2022, we operated 161 centers in 29 states and one Canadian province. COVID-19 Impact In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic, the United States declared a National Public Health Emergen cy and we clo sed all of our centers based on orders and advisories from federal, state and local governmental authorities regarding COVID-19. 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 2022. Initial Public Offering On October 12, 2021, Life Time Group Holdings, Inc. consummated its initial public offering (“IPO”) of 39.0 million shares of its common stock at a public offering price of $ 18.00 per share, resulting in total gross proceeds of $ 702.0 million, which was r educed by underwriting discounts and other offering and issuance expenses of $ 28.0 million, of which approximately $ 0.3 million was recognized during 2022, for net proceeds of $ 674.0 million. The shares of the Company’s common stock began trading on the New York Stock Exchange (the “NYSE”) under the symbol “LTH” on October 7, 2021. A registration statement on Form S-1 relating to the offering of these securities was declared effective by the Securities and Exchange Commission (the “SEC”) on October 6, 2021. Upon consummation of the IPO, the 5.4 million shares of Series A Preferred Stock (as defined in Note 10, Stockholders’ Equity) then outstanding automatically converted into approximately 6.7 million shares of common stock of Life Time Group Holdings, Inc. Also upon consummation of the IPO, the 0.5 million shares of restricted Series A Preferred Stock then outstanding converted into approximately 0.6 million restricted shares of common stock of Life Time Group Holdings, Inc. For more information regarding the Series A Preferred Stock, see Note 10, Stockholders’ Equity. On October 13, 2021, we used a portion of the $ 674.0 million 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 defined in Note 8, Debt). For more information regarding our Term Loan Facility, see Note 8, Debt. On November 1, 2021, Life Time Group Holdings, Inc. consummated the sale of nearly 1.6 million additional shares of its common stock at the IPO price of $ 18.00 per share pursuant to the partial exercise by the underwriters of their over-allotment option, resulting in total gross proceeds of approximately $ 28.4 million, which was reduced by underwriting discounts and other offering expenses of $ 1.3 million , for net proceeds of $ 27.1 million. We used these net proceeds, as well as the remaining portion of the net proceeds we received in connection with the IPO after the partial pay down of our Term Loan Facility, for general corporate purposes. Basis of Presentation The consolidated financial statements include the accounts of Life Time Group Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We account for all of our investments in unconsolidated subsidiaries using the equity method of accounting. We apply this method of accounting to our investments when we have the ability to exercise significant influence over the operating and financial policies of the investee. Our share of the investee’s earnings (losses) associated with our investments in F-11 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) unconsolidated subsidiaries is included in Equity in earnings (loss) of affiliates in our consolidated statements of operations. S ee “Other Assets” within Note 2 below for additional information regarding our investments in unconsolidated subsidiaries. 2. Summary of Significant Accounting Policies Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is our Founder, Chairman and CEO . Our CODM assesses financial performance and allocates resources based on the consolidated financial results at the total entity level. Accordingly, we have determined that we have one operating segment and one reportable segment. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In recording transactions and balances resulting from business operations, we use estimates based on the best information available. We revise the recorded estimates when better information is available, facts change or we can determine actual amounts. These revisions can affect our consolidated operating results. Recently Adopted Accounting Pronouncements 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. The amendments are to be applied either (1) prospectively to all applicable transactions that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or (2) retrospectively to those transactions. We adopted this ASU as of January 1, 2022 and applied it prospectively. The adoption of this ASU did not have any impact on our financial position, results of operations or cash flows. New Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (“IBORs”) and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. ASU 2020-04 provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope,” which provides implementation guidance associated with ASU 2020-04 and clarifies certain optional expedients in Topic 848. In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. We plan to replace LIBOR with Term Secured Overnight Financing Rate (“SOFR”) no later than June 30, 2023. We are still evaluating the impact of ASU 2020-04, but do not expect that the adoption of this ASU will have a material impact on our consolidated financial statements. Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the transaction price consideration that we expect to receive in exchange for those goods or services. We defer the revenue associated with any unsatisfied performance obligation until the obligation is satisfied (i.e., when control of the product is transferred to the customer or a service has been completed). F-12 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Center Revenue Center revenue consists of center membership and digital membership dues, enrollment fees and revenue generated within a center, which we refer to as in-center revenue. In-center revenue includes fees for Dynamic Personal Training, aquatics, and kids programming, as well as sales of products at our cafés, and sales of products and services offered at our spas and tennis and pickleball programs. Revenue from product sales is generally recognized at the point of sale to the customer; however, revenue from our various service offerings received in advance of service delivery is deferred and subsequently recognized when the services are provided. Dynamic Personal Training revenue received in advance of training sessions, as well as the related sales commissions, are initially deferred and subsequently recognized when the sessions are delivered. Upon recognition, sales commissions associated with Dynamic Personal Training sessions are included in Center operations in our consolidated statements of operations. Throughout the estimated redemption period associated with prepaid sessions, we also recognize Dynamic Personal Training breakage revenue and the related commissions, using a method that is proportionate to the pattern of redemptions. We estimate breakage based on historical redemption patterns. Generally, we receive a one-time enrollment fee at the time a member joins. The enrollment fees are generally nonrefundable after seven days. Enrollment fees and related direct expenses are deferred and recognized on a straight-line basis over an estimated average membership life, which is based on historical membership experience. If the direct expenses related to the enrollment fees exceed the enrollment fees for any center in a month, the amount of direct expenses in excess of the enrollment fees are expensed in the current period instead of deferred over the estimated average membership life. Other Revenue Other revenue includes revenue generated outside of our centers, which are primarily media, athletic events and related services. Our media revenue includes our magazine, Experience Life ® , and the related advertising revenue is recognized over the duration of the advertising placement. Our athletic events revenue includes endurance activities such as running and cycling, and our related services revenue includes revenue from our race registration and timing businesses. Athletic event revenue and race registration revenue is recognized upon the completion of the event. Other revenue also includes revenue generated from our digital memberships and our Life Time Work and Life Time Living locations. For more information regarding revenue, see Note 6, Revenue. Cash and Cash Equivalents We classify all unrestricted cash accounts and highly liquid debt instruments purchased with original maturities of three months or less as cash and cash equivalents. Restricted cash of $ 0.3 million, which is used as collateral for our self-insured workers’ compensation and general liabilities claims under our captive insurance policy, was included in cash and cash equivalents at December 31, 2022. Accounts Receivable Accounts receivable is presented net of allowance for doubtful accounts. The allowance for doubtful accounts was $ 0.9 million and $ 0.9 million at December 31, 2022 and 2021, respectively. Inventories Inventories are stated at the lower of cost or net realizable value and are removed from the balance on a first-in-first-out basis. The reserve for obsolescence was approximately $ 1.4 million and $ 1.3 million at December 31, 2022 and 2021, respectively. Property and Equipment Property, equipment and leasehold improvements are recorded at cost. Improvements are capitalized while repair and maintenance costs are charged to operations when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the improvement. Accelerated depreciation methods are used for tax reporting purposes. F-13 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Site development capitalization commences when acquisition of a particular property is deemed probable by management. Should a specific project be subsequently deemed not viable for construction, any capitalized costs related to that project are charged to operations at the time of that determination. Upon completion of a project, the site development costs are classified as property and depreciated over the useful life of the asset. We capitalize interest during the construction period of our centers and this capitalized interest is included in the cost of the building. Unpaid construction costs are included in Construction accounts payable on our consolidated balance sheets. Business Combinations and Asset Acquisitions We account for business combinations in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”). ASC 805 requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. T he total consideration transferred in a business combination is allocated to the assets acquired and liabilities assumed, including amounts attributable to non-controlling interests, when applicable, based on their respective estimated fair values as of the date of acquisition. Goodwill recognized in a business combination represents the excess of consideration transferred over the estimated fair value of the net assets acquired in a business combination. Certain provisions within ASC 805 prescribe, among other things, the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting. When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we account for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. For more information on the outdoor enthusiast and bicycling event that we acquired during the year ended December 31, 2021, which we accounted for as an asset acquisition, see Note 5, Goodwill and Intangibles. Impairment of Long-Lived Assets We test long-lived asset groups for impairment when events or circumstances indicate that the net book value of the asset group may not be recoverable. We consider a history of consistent and significant operating losses, or the inability to recover net book value over the remaining useful life, to be our primary indicators of potential impairment. Assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows, which is generally at an individual center or ancillary business level. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to that center or ancillary business, compared to the carrying value of these assets. If an impairment has occurred, the amount of impairment recognized is determined by estimating the fair value of these assets and recording a loss if the carrying value is greater than the fair value. During 2022, 2021, and 2020, 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. During 2020, we also determined that the operating lease right-of-use assets and certain of the fixed assets associated with some of our leased centers and some of our ancillary businesses were also impaired. Accordingly, we recognized impairment charges of $ 2.1 million, $ 2.1 million and $ 37.8 million associated with these long-lived assets during the years ended December 31, 2022, 2021 and 2020, respectively, which are included in Other operating (income) expenses in our consolidated statements of operations. Goodwill We test goodwill for impairment on an annual basis, or more often if circumstances warrant, by estimating the fair value of the reporting unit to which the goodwill relates and comparing this fair value to the net book value of the reporting unit. Our policy is to test goodwill for impairment on October 1 of each year. If fair value of a reporting unit is less than its carrying value, we reduce the carrying value accordingly and record a corresponding impairment loss. We have two reporting units: Centers and Corporate Businesses. At both December 31, 2022 and 2021, out of the total goodwill balance of $ 1,233.2 million recognized on our consolidated balance sheets, $ 1,230.9 million has been allocated to our Centers reporting unit and $ 2.3 million has been allocated to our Corporate Businesses reporting unit. At December 31, 2022, the estimated fair value of our Centers reporting unit is in excess of its carrying value. F-14 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Based upon our review and analysis, no goodwill impairments were deemed to have occurred during the years ended December 31, 2022, 2021, and 2020. For more information on goodwill, see Note 5, Goodwill and Intangibles. Leases We lease some of our centers, offices and other facilities, as well as other equipment. Excluding renewal options that are not reasonably certain to be exercised, our leases have remaining contractual terms that primarily range from one year to 27 years. Most of the leases contain renewal options and escalation clauses, and certain of them include contingent rental payments, determined based on a percentage of center-specific revenue and/or other center-specific financial metrics over contractually specified levels. Our property leases require payment of real estate taxes, insurance and common area maintenance, in addition to rent. Our lease agreements do not contain any material residual value guarantees. Lease Cost Lease cost associated with operating leases and short-term leases is recognized on a straight-line basis from the date we take possession of the property through the end of the lease term. Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the estimated useful life of the underlying assets or the lease term. Interest associated with finance lease liabilities is recognized using the effective interest rate method. Variable lease payments not recognized in the measurement of operating and finance lease liabilities are expensed as incurred. For more information regarding lease cost included in our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, see Note 9, Leases. Operating Lease Right-of-Use Assets and Liabilities The measurement of each of our operating lease liabilities represents the present value of the remaining lease payments over the remaining lease term, discounted using an appropriate incremental borrowing rate. The measurement of each of our operating lease right-of-use assets represents the related operating lease liability measurement increased by, if applicable, prepaid rent, the fair value associated with the acquisition of a leasehold right and/or the fair value associated with the acquisition of a favorable lease, and decreased by, if applicable, lease incentives, impairment charges and/or the fair value associated with the acquisition of an unfavorable lease. For more information regarding the operating lease right-of-use assets and liabilities that are recognized on our December 31, 2022 and 2021 consolidated balance sheets, see Note 9, Leases. Finance Lease Right-of-Use Assets and Liabilities The measurement of each of our finance lease right-of-use assets and liabilities represents the present value of the remaining lease payments associated with the arrangement over the remaining lease term, discounted using an appropriate incremental borrowing rate. Finance lease right-of-use assets are included in Other assets on our consolidated balance sheets. The current and long-term portions of our finance lease liabilities are included in Accrued expenses and other current liabilities and Other liabilities, respectively, on our consolidated balance sheets. For more information regarding the finance lease right-of-use assets and liabilities that are recognized on our December 31, 2022 and 2021 consolidated balance sheets, see Note 9, Leases. Sale-Leaseback Arrangements We assess each of our sale-leaseback arrangements to determine whether a sale has occurred under ASC Topic 606: Revenue from Contracts with Customers (“ASC 606”), and we assess whether the classification of the lease and/or the payment terms associated with the renewal options preclude sale accounting under ASC 842, Leases (“ASC 842”). These assessments involve a determination of whether control of the underlying property has been transferred to the buyer. If we determine control of the underlying property has been transferred to the buyer, we account for the arrangement as a sale and leaseback transaction. If we determine control of the underlying property has not been transferred to the buyer, we account for the arrangement as a financing transaction. Since our adoption of ASC 842, we have accounted for each of our sale-leaseback arrangements as a sale and leaseback transaction. F-15 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) For each sale-leaseback arrangement we have entered into with an unrelated third party since our adoption of ASC 842, the measurements associated with the gain or loss recognized on the sale and the lease-related right-of-use assets and liabilities have been adjusted for any off-market terms. These off-market adjustments are based on the difference between the sales price of the property and its fair value. When the sales price is less than the underlying property’s fair value, we recognize the difference as an increase to the sales price and as an increase in the operating lease right-of-use asset. When the sales price is greater than the underlying property’s fair value, we recognize the difference as a reduction to the sales price and as a financing obligation that is separate from the operating lease liability. We then allocate the payments due under the lease between those associated with the operating lease liability and those associated with the financing obligation, in a manner that results in a zero balance at the end of the initial lease term for both liabilities. The financing obligation is amortized using the effective interest method, and interest is calculated using the same incremental borrowing rate as that used for purposes of measuring the related operating lease liability. We account for sale-leaseback arrangements with related parties at their contractually stated terms. Accordingly, under these arrangements, the measurements associated with the gain or loss recognized on the sale and the lease-related right-of-use assets and liabilities are not adjusted for off-market terms. The determination of the fair value of the property related to our sale-leaseback arrangements is subjective and requires estimates, including the use of multiple valuation techniques and uncertain inputs, such as market price per square foot and assumed capitalization rates or the replacement cost of the assets, where applicable. Where real estate valuation expertise is required, we obtain independent third-party appraisals to determine the fair value of the underlying asset. While determining fair value requires a variety of input assumptions and judgment, we believe our estimates of fair value are reasonable. For more information regarding sale-leaseback transactions that were consummated during the years ended December 31, 2022, 2021 and 2020, see Note 9, Leases. Build-to-Suit Lease Arrangements For some of our centers, we enter into build-to-suit lease arrangements related to the design and construction of a new center on the property. We evaluate build-to-suit lease arrangements by first determining whether or not we control the underlying asset being constructed prior to the commencement date of the lease. If we determine that we do not control the underlying asset during the construction period, we account for the arrangement as either an operating lease or a finance lease. If we determine that we control the underlying asset during the construction period, we initially account for the arrangement as a financing transaction. For each of our build-to-suit arrangements, we have determined that we either: (1) do not control the underlying asset currently under construction as of December 31, 2022; or (2) we did not control the underlying constructed asset prior to the commencement date of the lease. Accordingly, we are accounting for each of our build-to-suit arrangements as an operating lease. Intangible Assets Intangible assets at December 31, 2022 and 2021 include trade names, customer relationships and a facility license associated with an outdoor enthusiast and bicycling event . For more information on intangible assets, see Note 5, Goodwill and Intangibles. Indefinite-Lived Intangible Assets Intangible assets that are determined to have an indefinite useful life, such as trade names, are not amortized but instead tested for impairment at least annually. Our policy is to test indefinite-lived intangible assets for impairment on October 1 of each year. We also evaluate these assets for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of an indefinite-lived intangible asset below its carrying amount. If such a review should indicate that the carrying amount of indefinite-lived intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. Based upon our review and analysis, no indefinite-lived intangible asset impairments were deemed to have occurred during any of the periods presented. Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost, net of accumulated amortization, which is recorded on a straight-line or accelerated basis over the life of the asset. We review finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that F-16 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) the carrying amount of finite-lived intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. Based upon our review and analysis, no finite-lived intangible asset impairments were deemed to have occurred during any of the periods presented. Other Assets Other assets at December 31, 2022 and 2021 primarily consists of ou r executive nonqualified plan assets, o ur investments in unconsolidated subsidiaries, rent deposits and unamortized debt issuance costs associated with the revolving portion of our senior secured credit facility. Investments in Unconsolidated Subsidiaries In 1999, we, together with two unrelated organizations, formed an Illinois limited liability company named Bloomingdale LIFE TIME Fitness L.L.C. (“Bloomingdale LLC”) for the purpose of constructing and operating a center in Bloomingdale, Illinois. We currently account for our investment in Bloomingdale LLC using the equity method of accounting. In December 2019, we formed both a Delaware limited liability company named Dallas-Montfort Holdings, LLC (“D-M Holdings”) and a Delaware limited liability company named Dallas-Montfort Property, LLC, which is a wholly owned subsidiary of D-M Holdings. Also in December 2019, we and an unrelated organization each became a holder of 50 % of the membership interests in D-M Holdings in exchange for a cash capital contribution. These capital contributions were made in connection with the acquisition of a property in Texas. T here was no operating activity associated with D-M Holdings during the years ended December 31, 2022, 2021 and 2020. We currently account for our investment in D-M Holdings using the equity method of accounting. In addition to our investments in Bloomingdale LLC and D-M Holdings, we also have investments in various other unconsolidated subsidiaries. The amounts we have currently invested in each of these unconsolidated subsidiaries is not material. We currently account for each of these investments using the equity method of accounting. Debt Discounts and Issuance Costs Debt discounts and issuance costs are amortized over the periods of the related debt financing. We recognize and present issuance costs associated with revolving debt arrangements as an asset and include the unamortized costs in Other assets on our consolidated balance sheets. We recognize and present unamortized discounts and issuance costs associated with non-revolving debt as a deduction from the face amount of related indebtedness. For more information on debt discounts and issuance costs, see Note 8, Debt. Fair Value Measurements The accounting guidance establishes a framework for measuring fair value and expanded disclosures about fair value measurements. The guidance applies to all assets and liabilities that are measured and reported on a fair value basis. This enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires that each asset and liability carried at fair value be classified into one of the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The carrying amounts related to cash and cash equivalents, accounts receivable, income tax receivable, accounts payable and accrued liabilities approximate fair value. Fair Value Measurements on a Recurring Basis. We had no material remeasurements of such assets or liabilities to fair value during the years ended December 31, 2022 and 2021. Financial Assets and Liabilitie s . At December 31, 2022, the fair value of our outstanding Term Loan Facility, Secured Notes and Unsecured Notes (each of which is defined in Note 8, Debt) was approximately $ 272.3 million, $ 860.3 million and $ 425.1 million, respectively. At December 31, 2021, the fair value of our outstanding Term Loan Facility, Secured Notes and F-17 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Unsecured Notes was approximately $ 277.0 million, $ 957.4 million and $ 494.0 million, respectively. The carrying amount of our outstandin g Mortgage Notes and Construction Loan (each of which is defined in Note 8, Debt) at December 31, 2022 and 2021 approximates fair value. The f air 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. If our long-term debt were recorded at fair value, it would be classified as Level 2 in the fair value hierarchy. For more information regarding our debt, see Note 8, Debt. Fair Value Measurements on a Nonrecurring Basis. Assets and liabilities that are measured at fair value on a nonrecurring basis primarily relate to our goodwill, intangible assets and other long-lived assets, which are remeasured when the derived fair value is below carrying value on our consolidated balance sheets. For these assets, we do not periodically adjust carrying value to fair value except in the event of impairment. 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 consolidated statements of operations. For information regarding impairment charges associated with our long-lived assets that we recognized during each of the periods presented, see the Impairment of Long-Lived Assets section within this footnote. Marketing Expenses Marketing expenses, which are included in General, administrative and marketing in our consolidated statements of operations, primarily consist of marketing department costs and media and advertising costs to support and grow our Center membership levels, in-center businesses, new center openings and our ancillary businesses. Marketing expenses are recognized as incurred. Marketing expenses for the years ended December 31, 2022, 2021 and 2020 were $ 39.3 million, $ 37.1 million and $ 31.4 million, respectively. Litigation We are currently engaged in a material litigation matter with an insurance provider involving a complaint we filed seeking declaratory relief and damages associated with a property/ business interruption insurance claim. We are also engaged in various other legal matters incidental to the normal course of business. Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to court rulings, negotiations between affected parties and governmental intervention. We establish reserves for matters that are probable and estimable in amounts we believe are adequate to cover reasonable adverse outcomes. A gain contingency is an uncertain situation that will be resolved in the future, possibly resulting in a gain. We do not allow the recognition of a gain contingency prior to settlement of the underlying event. If we were to have a gain contingency, we would disclose it in the notes to the financial statements. Based upon the information available to us and discussions with legal counsel, it is our opinion that the outcome of the various legal actions and claims that are incidental to our business will not have a material adverse impact on our consolidated financial position, results of operations or cash flows. Such matters are subject to many uncertainties, and the outcomes of individual matters are not predictable with assurance. For more information on our legal matters, see Note 12, Commitments and Contingencies. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. Our income tax returns are periodically audited by U.S. federal, state and local and Canadian tax authorities . At any given time, multiple tax years may be subject to audit by various tax authorities. In evaluating the exposures associated with our various tax filing positions, we may record a liability for such exposures. We recognize, measure, present and disclose a liability for unrecognized tax benefits related to certain tax positions that we have taken or expect to take in our income tax returns. We recognize a tax position when it is more likely than not that the position will be sustained upon examination, including F-18 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) resolutions of any related appeals or litigation processes, based on the technical merits. We adjust our liability for unrecognized tax benefits in the period in which an uncertain tax position is effectively settled, that statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available. Our liability for unrecognized tax benefits, including penalties and interest, is included in Other liabilities on our consolidated balance sheets. We recognize adjustments to our liability for unrecognized tax benefits, including penalties and interest, within Benefit from income taxes in our consolidated statements of operations. For more information on income taxes, see Note 7, Income Taxes. Share-Based Compensation We account for share-based compensation related to instruments issued to employees and non-employees in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). We recognize compensation expense associated with each share-based award over the requisite service period based on the estimated grant-date fair value of the award. W e have estimated the fair value of the majority of the stock options to purchase shares of the Company’s common stock using the Black-Scholes option pricing model. This pricing model requires management to make assumptions and to apply judgment to determine the fair value of equity awards. These assumptions and judgments include the expected term of stock options, expected stock price volatility and future stock option exercise behaviors. Share-based compensation expense related to restricted stock units is recorded based on the market value of our common stock on the date of grant. We have elected to account for forfeitures as they occur. For more information on share-based compensation, see Note 10, Stockholders’ Equity. Loss per Share Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. The numerator in the diluted loss per share calculation is derived by adding the effect of assumed common stock conversions to loss available to common stockholders. The denominator in the diluted loss per share calculation is derived by adding shares of common stock deemed to be potentially dilutive to the weighted average number of shares of common stock outstanding during the period. Potentially dilutive securities that are subject to performance or market conditions are considered contingently issuable shares for purposes of calculating diluted loss per share. Accordingly, these contingently issuable shares are excluded from the computation of diluted loss per share until the performance or market conditions have been met. Other potentially dilutive securities that do not involve contingently issuable shares are also excluded from the computation of diluted loss per share if their effect is antidilutive . For more information on the basic and diluted loss per share calculations for the years ended December 31, 2022, 2021 and 2020, see Note 11, Loss Per Share. Changes in Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss during the years ended December 31, 2022, 2021 and 2020 is related to foreign currency translation adjustments associated with our Canadian operations. 3. Supplemental Balance Sheet and Cash Flow Information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2022 2021 Property held for sale $ 4,987 $ — Construction contract receivables 8,867 14,949 Deferred membership origination costs 752 3,150 Prepaid expenses 31,137 30,784 Prepaid expenses and other current assets $ 45,743 $ 48,883 F-19 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2022 2021 Real estate taxes $ 32,373 $ 32,955 Accrued interest 36,518 35,006 Payroll liabilities 19,908 23,243 Utilities 7,285 7,022 Self-insurance accruals 21,369 18,921 Corporate accruals 29,731 24,741 Current maturities of finance lease liabilities 796 1,374 Other 6,447 4,658 Accrued expenses and other current liabilities $ 154,427 $ 147,920 Supplemental Cash Flow Information Decreases (increases) in operating assets and increases (decreases) in operating liabilities are as follows: Year Ended December 31, 2022 2021 2020 Accounts receivable $ ( 5,988 ) $ ( 1,736 ) $ 11,645 Center operating supplies and inventories ( 4,699 ) ( 4,729 ) 8,044 Prepaid expenses and other current assets 2,027 ( 8,050 ) 12,545 Income tax receivable 2,784 660 4,768 Other assets 796 2,363 6,010 Accounts payable 2,990 17,189 397 Accrued expenses and other current liabilities 6,573 38,299 ( 20,585 ) Deferred revenue 3,028 ( 10,950 ) ( 8,028 ) Other liabilities ( 4,139 ) ( 6,329 ) 22,721 Changes in operating assets and liabilities $ 3,372 $ 26,717 $ 37,517 Additional supplemental cash flow information is as follows: Year Ended December 31, 2022 2021 2020 Net cash paid for (received from) income taxes, net of refunds received $ 10,640 $ ( 885 ) $ ( 32,447 ) Cash payments for interest, net of capitalized interest 105,152 125,411 111,696 Capitalized interest 15,872 3,749 4,942 Non-cash activities: Issuance of Series A Preferred Stock (as defined in Note 10, Stockholders’ Equity) in connection with the extinguishment of a related party secured loan — 108,591 — Conversion of Series A Preferred Stock to common stock — 149,585 — See Note 9, Leases for supplemental cash flow information associated with our lease arrangements for the years ended December 31, 2022, 2021 and 2020. F-20 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) 4. Property and Equipment Property and equipment, net consisted of the following: Depreciable December 31, Lives 2022 2021 Land $ 360,327 $ 373,519 Buildings and related fixtures 3 - 44 years 1,894,007 1,988,156 Leasehold improvements 1 - 27 years 635,540 397,242 Construction in progress 410,985 402,803 Equipment and other 1 - 15 years 904,933 807,842 Property and equipment, gross 4,205,792 3,969,562 Less accumulated depreciation ( 1,304,550 ) ( 1,178,098 ) Property and equipment, net $ 2,901,242 $ 2,791,464 Included in the construction in progress balances are site development costs which consist of legal, engineering, architectural, environmental, feasibility, other direct expenditures incurred for certain new projects and capitalized interest. Equipment and other includes exercise equipment, capitalized software, computers, audio visual equipment, furniture and fixtures, decor and signage, as well as café, spa, playground and laundry equipment. Depreciation expense, which is included in Depreciation and amortization in our consolidated statements of operations, for the years ended December 31, 2022, 2021 and 2020 was $ 226.0 million, $ 232.4 million and $ 241.6 million, respectively. 5. Goodwill and Intangibles Goodwill The goodwill balance was $ 1,233.2 million at both December 31, 2022 and December 31, 2021 . There were no changes in the carrying amount of goodwill during the years ended December 31, 2022 and December 31, 2021. Intangibles Intangible assets consisted of the following: December 31, 2022 Gross Accumulated Amortization Net Intangible Assets: Trade name $ 163,000 $ — $ 163,000 Other 16,987 ( 6,583 ) 10,404 Total intangible assets $ 179,987 $ ( 6,583 ) $ 173,404 December 31, 2021 Gross Accumulated Amortization Net Intangible Assets: Trade name $ 163,000 $ — $ 163,000 Other 16,327 ( 5,086 ) 11,241 Total intangible assets $ 179,327 $ ( 5,086 ) $ 174,241 Other intangible assets at both December 31, 2022 and 2021 include a facility license as well as trade names and customer relationships associated with our race registration and timing businesses. F-21 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) During the year ended December 31, 2021, we acquired a facility license associated with an outdoor enthusiast and bicycling event for approximately $ 10.2 million, of which approximately $ 1.1 million was included in Accrued expenses and other current liabilities on our consolidated balance sheets as of December 31, 2022 and which was subsequently paid in February 2023. This license expires in April 2031. The transaction was accounted for as an asset acquisition. The facility license costs are being amortized on a straight-line basis over its estimated useful life of 9.8 years. Amortization expense associated with intangible assets for the years ended December 31, 2022, 2021 and 2020 was $ 1.5 million, $ 1.3 million and $ 3.8 million, respecti vely. Amortization of intangible assets is included in Depreciation and amortization in our consolidated statements of operations. As of December 31, 2022, the expected remaining amortization associated with intangible assets for the next five years was as follows: 2023 $ 1,362 2024 1,114 2025 1,114 2026 1,114 2027 1,114 6. Revenue 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 years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Membership dues and enrollment fees $ 1,251,693 $ 907,111 $ 651,116 In-center revenue 517,827 379,523 278,850 Total center revenue 1,769,520 1,286,634 929,966 Other revenue 53,037 31,419 18,413 Total revenue $ 1,822,557 $ 1,318,053 $ 948,379 The timing associated with the revenue we recognized during the years ended December 31, 2022, 2021, and 2020 is as follows: Year Ended December 31, 2022 2021 2020 Center Revenue Other Revenue Total Revenue Center Revenue Other Revenue Total Revenue Center Revenue Other Revenue Total Revenue Goods and services transferred over time $ 1,546,276 $ 53,037 $ 1,599,313 $ 1,121,717 $ 31,419 $ 1,153,136 $ 815,036 $ 18,413 $ 833,449 Goods and services transferred at a point in time 223,244 — 223,244 164,917 — 164,917 114,930 — 114,930 Total revenue $ 1,769,520 $ 53,037 $ 1,822,557 $ 1,286,634 $ 31,419 $ 1,318,053 $ 929,966 $ 18,413 $ 948,379 Contract liabilities represent payments or consideration received in advance for goods or services that the Company has not yet transferred to the customer. Contract liabilities consist primarily of deferred revenue for fees collected in advance for membership dues, enrollment fees, Dynamic Personal Training and other center services offerings, as well as our media and athletic events. Contract liabilities at December 31, 2022 and 2021 were $ 38.9 million and $ 35.9 million, respectively. Contract liabilities that will be recognized within one year are classified as deferred revenue in our consolidated balance sheets. Deferred revenue at December 31, 2022 and 2021 was $ 36.9 million and $ 33.9 million, respectively, and consists primarily of F-22 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) prepaid membership dues, enrollment fees, Dynamic Personal Training and other in-center services, as well as media and athletic events. The $ 3.0 million increase was primarily driven by prepayments of Dynamic Personal Training sessions that have yet to be serviced. Contract liabilities that will be recognized in a future period greater than one year are classified as a component of Other liabilities in our consolidated balance sheets. Long-term contract liabilities at both December 31, 2022 and 2021 were $ 2.0 million and consist primarily of deferred enrollment fees. 7. Income Taxes The benefit from income taxes is comprised of: Year Ended December 31, 2022 2021 2020 Current tax expense (benefit) Federal $ 7,709 $ ( 528 ) $ ( 28,872 ) State and local 5,314 309 1,264 Foreign — — 178 Total current tax expense (benefit) 13,023 ( 219 ) ( 27,430 ) Deferred tax (benefit) expense Federal ( 5,008 ) ( 135,789 ) ( 82,700 ) State and local ( 8,632 ) ( 8,252 ) ( 17,181 ) Foreign 80 4,100 ( 29 ) Total deferred tax benefit ( 13,560 ) ( 139,941 ) ( 99,910 ) Non-current benefit ( 288 ) ( 184 ) ( 198 ) Benefit from income taxes $ ( 825 ) $ ( 140,344 ) $ ( 127,538 ) The amount of deferred tax benefit differs from the change in the year-end deferred tax balances due to the tax effect of other comprehensive income, additional paid-in capital items or change in foreign currency exchange rates. On March 27, 2020, Congress enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits for employee retention, deferment of the employer’s portion of social security tax payments, net operating loss carrybacks, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. An income tax benefit of $ 13.4 million was recognized as a result of the favorable federal tax rate differential from the net operating loss carrybacks under the CARES Act. The favorable federal tax rate differential is due to net operating losses generated in tax years with a federal tax rate of 21% whereas the losses were carried back to tax years with a federal tax rate of 35% . The Inflation Reduction Act of 2022 (the “IRA”) was signed into law on August 16, 2022. The IRA includes numerous tax provisions, clean-energy related tax incentives and more funding for IRS enforcement and other initiatives. New corporate taxes, including a 15% corporate alternative minimum tax (“CAMT”) and a 1% excise tax on stock repurchases by certain publicly traded corporations, were introduced in the IRA. The 15% CAMT is applied on the adjusted financial statement income of applicable corporations and is effective for taxable years beginning after December 31, 20 22. The new CAMT provision does not currently impact our consolidated financial statements, as it is not currently applicable to us and we do not expect it to be applicable to us in the foreseeable future. The 1% excise tax is imposed on repurchases of st ock by certain publicly traded corporations beginning after December 31, 2022. The amount of repurchases subject to the excise tax is reduced by the value of new stock issued to the public or employees during the year. F-23 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) The reconciliation between our effective tax rate on income before income taxes and the statutory tax rate is as follows: Year Ended December 31, 2022 2021 2020 Income tax benefit at federal statutory rate $ ( 610 ) $ ( 151,582 ) $ ( 102,424 ) State and local income taxes, net of federal tax benefit 869 ( 20,575 ) ( 23,357 ) Section 162(m) limitation 3,709 4,831 — CARES Act — ( 1,283 ) ( 12,157 ) Loss on debt extinguishment — 8,609 — Change in valuation allowance ( 4,833 ) 16,933 9,538 Other, net 40 2,723 862 Benefit from income taxes $ ( 825 ) $ ( 140,344 ) $ ( 127,538 ) Deferred income taxes are the result of provisions of the tax laws that either require or permit certain items of income or expense to be reported for tax purposes in different periods than they are reported for financial reporting. The tax effect of temporary differences that gives rise to the net deferred tax liability are as follows: December 31, 2022 2021 Deferred tax assets: Lease-related liabilities $ 573,543 $ 504,049 Accrued equity compensation 80,198 76,603 Accrued expenses 11,974 14,221 Deferred revenue 1,538 1,491 Net operating loss 105,214 147,478 Business interest 35,253 34,185 Other 5,589 7,914 Valuation allowance ( 24,633 ) ( 29,994 ) Total deferred tax assets 788,676 755,947 Deferred tax liabilities: Property and equipment ( 236,334 ) ( 280,816 ) Intangibles ( 42,764 ) ( 41,053 ) Operating and finance lease right-of-use assets ( 539,797 ) ( 477,414 ) Partnership interest ( 1,677 ) ( 1,710 ) Prepaid expenses ( 9,147 ) ( 9,002 ) Costs related to deferred revenue ( 227 ) ( 1,046 ) Other ( 123 ) ( 119 ) Total deferred tax liabilities ( 830,069 ) ( 811,160 ) Net deferred tax liability $ ( 41,393 ) $ ( 55,213 ) We recognize a tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. We adjust our liability for unrecognized tax benefits in the period in which an uncertain tax position is effectively settled, that statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available. Unrecognized tax benefits were not significant in any of the periods presented. We are subject to taxation in the U.S., Canada and various states. Our tax years 2022, 2021, 2020 and 2019 are subject to examination by the tax authorities. With few exceptions, we are no longer subject to U.S. federal, state or local examinations by tax authorities for years before 2019. F-24 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) As of December 31, 2022, we had a federal income tax net operating loss carryforward related to our U.S. operations of approximately $ 393.8 million ($ 82.7 million tax effected), that can be carried forward indefinitely. As of December 31, 2022, we also had state net operating loss carryforwards totaling approximately $ 295.6 million ($ 16.9 million tax effected), of which approximately $ 218.0 million ($ 12.5 million tax effected) expires between 2026 and 2043 and approximately $ 77.6 million ($ 4.4 million tax effected) can be carried forward indefinitely. As it relates to our Canada operations, we had an income tax net operating loss carryforward of approximately $ 21.3 million ($ 5.7 million tax effected) as of December 31, 2022, which is subject to expiration between tax years 2032 and 2042. As of December 31, 2021, we had a federal income tax net operating loss carryforward related to our U.S. operations of approximately $ 554.4 million ($ 116.4 million tax effected), of which approximately $ 75.8 million ($ 15.9 million tax effected) was to expire in 2038 and approximately $ 478.6 million ($ 100.5 million tax effected) could be carried forward indefinitely. As of December 31, 2021, we also had state net operating loss carryforwards totaling approximately $ 436.1 million ($ 25.4 million tax effected), of which approximately $ 356.4 million ($ 19.8 million tax effected) was to expire between 2026 and 2042 and approximately $ 79.7 million ($ 5.6 million tax effected) could be carried forward indefinitely. As it relates to our Canada operations, we had an income tax net operating loss carryforward of approximately $ 21.4 million ($ 5.7 million tax effected) as of December 31, 2021, which was subject to expiration between tax years 2032 and 2042. As of December 31, 2022 , we had a business interest carryforward of approximately $ 143.4 million ($ 35.3 million tax effected) that can be carried forward indefinitely. As of December 31, 2021, we had a business interest carryforward of approximately $ 133.5 million ($ 34.2 million tax effected) that can be carried forward indefinitely. As of December 31, 2021, we also had a general business credit carryforward of approximately $ 2.0 million that can be used to offset future U.S. federal tax liabilities and expires between tax years 2036 and 2041. We considered all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations to determine the extent to which we believe net deferred tax assets will more likely than not be realized. Based on this assessment, as of December 31, 2022, a valuation allowance of $ 15.4 million has been recorded to reduce the deferred tax asset associated with the state net operating loss carryforwards and other deferred tax assets. As of December 31, 2022, a valuation allowance of approximately $ 8.1 million has been recorded to reduce the deferred tax asset associated with the Canadian net operating loss carryforward and other deferred tax assets. As of December 31, 2022, we had a foreign tax credit carryforward of approximately $ 1.1 million that can be used to offset future U.S. federal tax liabilities on foreign-sourced income. We project that our foreign sourced income will not be sufficient to fully utilize the credit carryforward. As a result, a valuation allowance of $ 1.1 million has been recorded as of December 31, 2022 to reduce the deferred tax asset associated with the foreign tax credit carryforward. As of December 31, 2021 , a valuation allowance of $ 20.4 million was recorded to reduce the deferred tax asset associated with the state net operating loss carryforwards and other deferred tax assets. As of December 31, 2021 , a valuation allowance of approximately $ 8.4 million was recorded to reduce the deferred tax asset associated with the Canadian net operating loss carryforward and other deferred tax assets. As of December 31, 2021 , we had a foreign tax credit carryforward of approximately $ 1.1 million that can be used to offset future U.S. federal tax liabilities on foreign-sourced income. We projected that our foreign sourced income will not be sufficient to fully utilize the credit carryforward. As a result, a valuation allowance of $ 1.1 million has been recorded as of December 31, 2021 , in order to reduce the deferred tax asset associated with the foreign tax credit carryforward. We consider the earnings of certain non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. We have not recorded a deferred tax liability related to the U.S. federal and state income taxes and foreign withholding taxes on undistributed earnings of foreign subsidiaries indefinitely invested outside the United States. F-25 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) 8. Debt Debt consisted of the following: December 31, 2022 2021 Term Loan Facility, maturing December 2024 $ 273,625 $ 273,625 Revolving Credit Facility, maturing December 2026 20,000 — Secured Notes, maturing January 2026 925,000 925,000 Unsecured Notes, maturing April 2026 475,000 475,000 Construction Loan, maturing February 2026 21,330 — Mortgage Notes, various maturities 119,928 145,572 Other debt 4,122 4,122 Fair value adjustment 1,166 1,818 Total debt 1,840,171 1,825,137 Less unamortized debt discounts and issuance costs ( 19,249 ) ( 25,891 ) Total debt less unamortized debt discounts and issuance costs 1,820,922 1,799,246 Less current maturities ( 15,224 ) ( 23,527 ) Long-term debt, less current maturities $ 1,805,698 $ 1,775,719 Senior Secured Credit Facility In June 2015, Life Time, Inc. and certain of our other wholly-owned subsidiaries entered into a senior secured credit facility with a group of lenders led by Deutsche Bank AG as the administrative agent. On January 22, 2021, Life Time, Inc. and certain of our other wholly-owned subsidiaries entered into an eighth amendment to the credit agreement governing our senior secured credit agreement (the “Credit Agreement”). Pursuant to such eighth amendment to the Credit Agreement, Life Time, Inc. and such other subsidiaries, among other things, (i) entered into a new term loan facility (the “Term Loan Facility”) and incurred new term loans in an aggregate principal amount of $ 850.0 million and (ii) extended the maturity on the vast majority of commitments under the revolving portion of our senior secured credit facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”). On December 2, 2021, Life Time, Inc. and certain of our other wholly-owned subsidiaries entered into a ninth amendment to the Credit Agreement. Pursuant to such ninth amendment, Life Time, Inc. and such other subsidiaries increased the commitments under the Revolving Credit Facility to $ 475.0 million and extended the maturity of the Revolving Credit Facility to December 2, 2026, except that the maturity will be: (a) September 22, 2024 if we have not refinanced or amended the Term Loan Facility in a manner set forth in such amendment by such date; (b) October 16, 2025 if we have at least $ 100.0 million remaining outstanding on the senior unsecured notes (the “Unsecured Notes”) that mature in April 2026 on such date; and (c) January 14, 2026 if we have at least $ 100.0 million remaining outstanding on the senior secured notes (the “Secured Notes”) that mature in January 2026 on such date. Upon the exercise of an accordion feature and subject to certain conditions, borrowings under the Credit Facilities may be increased subject, in certain cases, to meeting a first lien net leverage ratio. 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 December 31, 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. F-26 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) 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 December 31, 2022, there were $ 20.0 million of outstanding borrowings on the Revolving Credit Facility and there were $ 31.4 million of outstanding letters of credit, resulting in total revolver availability of $ 423.6 million , which was available at intervals ranging from 30 to 180 days at interest rates ranging from LIBOR plus 4.00 % or base rate plus 3.00 %. The weighted average interest rate and debt outstanding under the Revolving Credit Facility for the year ended December 31, 2022 wa s 5.07 % and $ 33.5 million, respectively. The highest month-end balance during the year was $ 100.0 million. Secured Notes On January 22, 2021, Life Time, Inc. issued the Secured Notes in an aggregate principal amount of $ 925.0 million. These notes mature in January 2026 and interest only payments are due semi-annually in arrears at 5.75 %. Life Time, Inc. has the option, which began on January 15, 2023, to call the Secured Notes, in whole or in part, on one or more occasions, subject to the payment of a redemption price that includes a call premium that varies depending on the year of redemption. In addition, at any time prior to January 15, 2023, Life Time, Inc. could have redeemed 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. Life Time, Inc. did not exercise this redemption right. 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 On February 5, 2021, Life Time, Inc. issued the Unsecured Notes in the original principal amount of $ 475.0 million. The Unsecured Notes mature in April 2026 and interest only payments are due semi-annually in arrears at 8.00 %. Life Time, Inc. has the option, which began on February 1, 2023, to redeem the Unsecured Notes, in whole or in part, on one or more occasions, subject to the payment of a redemption price that includes a call premium that varies depending on the year of redemption. In addition, at any time prior to February 1, 2023, Life Time, Inc. could have redeemed up to 40.00 % of the aggregate principal amount of the Unsecured Notes outstanding with the net proceeds of certain equity offerings by us at a redemption price equal to 108.00 % of the principal amount of the Unsecured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Life Time, Inc. did not exercise this redemption right. The Unsecured Notes and the related guarantees are our general senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior indebtedness without giving effect to collateral arrangements. 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. The Construction Loan has a maturity date of February 15, 2026 and is collateralized by the property. Borrowings under the Construction Loan bear interest at a variable annual rate of no less than 4.80 %. Interest only payments are due monthly beginning April 15, 2022 and continuing through February 15, 2024. 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 December 31, 2022, there were $ 21.3 million of outstanding borrowings on the Construction Loan. There were no outstanding borrowings as of December 31, 2021. Mortgage Notes 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 February 2024 through August 2027 and carried a weighted average interest rate of 5.12 % and 4.70 % at December 31, 2022 and 2021, respectively. Payments of principal and interest on each of the Mortgage Notes are payable monthly on the first business day of each month. The Mortgage Notes contain customary affirmative covenants, including but not limited to, payment of property taxes, granting of lender access to inspect the properties, maintenance of the properties, providing financial statements, providing estoppel certificates and lender consent to leases. 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. F-27 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) As of December 31, 2022, we were either in compliance in all material respects with the covenants associated with the Mortgage Notes or the covenants were not applicable. During the year ended December 31, 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 year ended December 31, 2022, see Note 9, Leases. Extinguishment of a Related Party Secured Loan Through the Issuance of Series A Preferred Stock On June 24, 2020, we closed on an approximate $ 101.5 million secured loan (the “Related Party Secured Loan”) from an investor group that was comprised solely of our stockholders or their affiliates. During the year ended December 31, 2021 , interest expense of approximately $ 0.7 million was recognized on this secured loan. On January 11, 2021, Life Time Group Holdings, Inc. and certain of its subsidiaries and the investor group associated with the Related Party Secured Loan (or their assignees) entered into a contribution agreement pursuant to which we converted the total amount of outstanding principal and accrued interest (up though and including January 22, 2021) under the Related Party Secured Loan into Series A Preferred Stock (as defined in Note 10, Stockholders’ Equity). Effective January 22, 2021, the total outstanding principal and accrued interest balance of approximately $ 108.6 million was conveyed by the investor group to us and we issued, on a dollar-for-dollar basis, to the investor group approximately 5.4 million shares of Series A Preferred Stock with an estimated fair value of $ 149.6 million. Because the fair value of the Series A Preferred Stock that was issued exceeded the carrying value of the outstanding principal and accrued interest balance associated with the Related Party Secured Loan that was extinguished, we recognized a $ 41.0 million debt extinguishment loss, which is included in Interest expense, net of interest income in our consolidated statement of operations for the year ended December 31, 2021 . Upon the consummation of the IPO on October 12, 2021, the 5.4 million then outstanding shares of Series A Preferred Stock automatically converted into 6.7 million shares of the Company’s common stoc k. For more information regarding the Series A Preferred Stock that was issued in connection with this transaction, see Note 10, Stockholders’ Equity. 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 $ 19.2 million and $ 25.9 million are included in Long-term debt, net of current portion on our consolidated balance sheets at December 31, 2022 and 2021, respectively. Unamortized revolver-related debt issuance costs of $ 3.1 million and $ 4.0 million are included in Other assets on our consolidated balance sheets at December 31, 2022 and 2021, respectively. During the year ended December 31, 2021, in connection with the pay down of our Term Loan Facility, as well as the extinguishment of a prior term loan facility, certain secured and unsecured notes and a related party secured loan, we recognized $ 28.6 million of debt discount and issuance cost write-offs, which are included in Interest expense, net of interest income in our consolidated statement of operations. Debt Covenants We are required to comply with certain affirmative and restrictive covenants under our Credit Facilities, Secured Notes and Unsecured Notes. We are also required to comply with a first lien net leverage ratio covenant under the Revolving Credit Facility, which requires us to maintain a first lien net leverage ratio, if 30.00 % or more of the Revolving Credit Facility commitments are outstanding shortly after the end of any fiscal quarter (excluding all cash collateralized undrawn letters of credit and other undrawn letters of credit up to $ 20.0 million). During the first three quarterly test periods of 2022, certain financial measures used in the calculation of the first lien net leverage ratio were calculated on a pro forma basis by annualizing the respective financial measures recognized during those test periods. As of December 31, 2022, we were either in compliance in all material respects with the covenants under the Credit Facilities or the covenants were not applicable. F-28 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Future Maturities of Long-Term Debt Aggregate annual future maturities of long-term debt, excluding unamortized issuance costs and fair value adjustments, at December 31, 2022 were as follows: 2023 $ 15,224 2024 336,873 2025 12,710 2026 1,453,297 2027 17,853 Thereafter 3,048 Total future maturities of long-term debt $ 1,839,005 9. Leases Lease Cost Lease cost included in our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 consisted of the following: Year Ended December 31, 2022 2021 2020 Classification in Consolidated Statements of Operations Lease cost: Operating lease cost $ 237,499 $ 204,165 $ 183,908 Rent Short-term lease cost 2,113 1,049 1,007 Rent Variable lease cost 5,614 4,609 1,342 Rent Finance lease cost: Amortization of right-of-use assets 1,372 1,493 2,228 Depreciation and amortization Interest on lease liabilities 99 177 65 Interest expense, net of interest income Total lease cost $ 246,697 $ 211,493 $ 188,550 Sale-Leaseback Transactions Sale-Leaseback Transactions with Unrelated Third Parties Duri ng the year ended December 31, 2022, we entered into and consummated sale-leaseback transactions involving nine properties with two unrelated parties. Under these transactions, we sold nine properties with a combined net book value of $ 285.8 million for $ 375.0 million, which was reduced by transaction costs of $ 1.8 million, for net cash proceeds of $ 373.2 million. The estimated fair value of the properties sold was $ 385.1 million. Accordingly, the aggregate sales price associated with these arrangements was increased by a total of $ 10.1 million, which resulted in the recognition of a gain of $ 97.5 million on these transactions. This gain is included in Other operating (income) expenses in our consolidated statement of operations for the year ended December 31, 2022 . Of the $ 10.1 million net sales price increase recognized in connection with these transactions, $ 31.5 million was associated with property sales in which the sales price was less than the fair value of the properties sold, which was recognized as an increase in the aggregate sales price associated with these properties and an increase in the related operating lease right-of-use assets, and $ 21.4 million was associated with property sales in which the sales price was greater than the fair value of the properties sold, which was recognized as a reduction in the aggregate sales price associated with these properties and as financing obligations separate from the related operating lease liabilities. For cash flow purposes, the $ 21.4 million of proceeds we received from these financing obligations during the year ended December 31, 2022 are reported within financing activities on our consolidated statement of cash flows. F-29 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) During the year ended December 31, 2021, we closed on two sale-leaseback transactions involving two properties with unrelated third parties, one of which was associated with an agreement we entered into on December 16, 2020. Under these transactions, we sold assets with a combined net book value of $ 85.8 million for $ 76.0 million, which was reduced by transaction costs of $ 2.0 million, for net cash proceeds of $ 74.0 million. The estimated fair value of the properties sold was $ 85.5 million. Accordingly, the aggregate sales price associated with these arrangements was increased by a total of $ 9.5 million, which resulted in the recognition of an aggregate loss of $ 2.3 million on these transactions, which is included in Other operating (income) expenses in our consolidated statement of operations for the year ended December 31, 2021. During the year ended December 31, 2020, we entered into sale-leaseback transactions involving five properties with unrelated third parties. Under these agreements, we sold assets with a combined net book value of $ 237.7 million for $ 199.2 million, which was reduced by transaction costs of $ 0.5 million, for net cash proceeds of $ 198.7 million. The estimated fair value of the five properties sold totaled $ 243.1 million. Accordingly, the aggregate sales price associated with these arrangements was increased by a total of $ 43.9 million, which resulted in the recognition of a net gain of $ 4.9 million on these transactions, which is included in Other operating (income) expenses in our consolidated statement of operations for the year ended December 31, 2020. Related Party Sale-Leaseback Transactions and Leases For information on sale-leaseback transactions with related parties, as well as other related party leases not associated with sale-leaseback transactions, see Note 13, Related Party Transactions. Operating and Finance Lease Right-of-Use Assets and Lease-Related Liabilities Operating and finance lease right-of-use assets and lease-related liabilities were as follows: December 31, Classification on Consolidated Balance Sheets 2022 2021 Lease right-of-use assets: Operating leases $ 2,116,761 $ 1,864,528 Operating lease right-of-use assets Finance leases (1) 1,083 2,073 Other assets Total lease right-of-use assets $ 2,117,844 $ 1,866,601 Lease-related liabilities: Current Operating leases $ 51,892 $ 46,315 Current maturities of operating lease liabilities Finance leases 796 1,374 Accrued expenses and other current liabilities Non-current Operating leases 2,162,424 1,909,883 Operating lease liabilities, net of current portion Finance leases 312 757 Other liabilities Financing obligations 21,557 — Other liabilities Total lease-related liabilities $ 2,236,981 $ 1,958,329 (1) Finance lease right-of-use assets were reported net of accumulated amortization of $ 1.8 million and $ 2.4 million at December 31, 2022 and 2021, respectively. Impairment of Right-of-Use Assets During the year ended December 31, 2020, we determined that the operating lease right-of-use assets associated with some of our leased centers and some of our ancillary businesses were impaired. Accordingly, we recognized $ 2.0 million of impairment charges associated with these right-of-use assets, which are included in Other operating (income) expenses in our consolidated statement of operations for the year ended December 31, 2020. For more information regarding impairment charges associated with our long-lived assets, see Note 2, Summary of Significant Accounting Policies. F-30 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO 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 lease-related liabilities at December 31, 2022 were as follows: December 31, 2022 Weighted-average remaining lease term (1) Operating leases 17.7 years Finance leases 1.0 years Financing obligations 24.7 years Weighted-average discount rate Operating leases 8.21 % Finance leases 6.03 % Financing obligations 10.84 % (1) The weighted-average remaining lease term associated with our operating and finance lease liabilities does not include all of the optional renewal periods available to us under our current lease arrangements. 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. Supplemental Cash Flow Information Supplemental cash flow information associated with our leases is as follows: Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 199,762 $ 182,644 $ 131,617 Operating cash flows from finance leases 99 177 208 Financing cash flows from finance leases 1,404 1,514 1,343 Non-cash information: Right-of-use assets obtained in exchange for initial lease liabilities: Operating leases 294,722 210,541 241,810 Finance leases 391 1,272 2,576 Right-of-use asset adjustments recognized as a result of the remeasurement of existing lease liabilities: Operating leases ( 6,551 ) ( 6,345 ) 33,028 Non-cash increase in operating lease right-of-use assets associated with below-market sale-leaseback transactions 31,440 9,500 43,910 Impairment charges associated with operating lease right-of-use assets — — ( 1,962 ) F-31 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Maturities of Operating Lease Liabilities, Finance Lease Liabilities and Financing Obligations The maturities associated with our lease-related liabilities at December 31, 2022 are as follows: Operating Leases Finance Leases Financing Obligations Total 2023 $ 221,855 $ 866 $ 2,235 $ 224,956 2024 231,506 226 2,268 234,000 2025 235,732 90 2,302 238,124 2026 238,316 2 2,337 240,655 2027 239,422 — 2,372 241,794 Thereafter 3,191,771 — 54,866 3,246,637 Total lease payments 4,358,602 1,184 66,380 4,426,166 Less: Imputed interest 2,144,286 76 44,823 2,189,185 Present value of lease liabilities $ 2,214,316 $ 1,108 $ 21,557 $ 2,236,981 10. Stockholders’ Equity Common Stock Issued in Connection with the IPO and Over-Allotment Exercise In connection with the IPO, including the partial exercise by the underwriters of their over-allotment option, we received total net proceeds of $ 701.1 million from the issuance of 40.6 million shares of the Company’s common stock during the year ended December 31, 2021. For more information on these sales of the Company’s common stock, see Note 1, Nature of Business and Basis of Presentation. Common Stock Issued in Connection with a Stock Purchase Agreement During the year ended December 31, 2020, we received proceeds totaling $ 90.0 million from the sale of 3.6 million shares of the Company’s common stock, which consists of primary equity proceeds (i.e., proceeds associated with the sale of newly issued shares of our common stock) associated with a stock purchase agreement. Series A Preferred Stock and Restricted Series A Preferred Stock Award Conversion of Series A Preferred Stock to Common Stock On January 11, 2021, Life Time Group Holdings, Inc. and certain of its subsidiaries and the investor group associated with our then existing related party secured loan (or their assignees) entered into an agreement to convert the total amount of outstanding principal and accrued interest (up though and including January 22, 2021) of approximately $ 108.6 million under the related party secured loan into 5.4 million shares of Series A convertible participating preferred stock (“Series A Preferred Stock”) of Life Time Group Holdings, Inc. Upon the consummation of the IPO, the 5.4 million then outstanding shares of Series A Preferred Stock automatically converted into 6.7 million shares of the Company’s common stock. For more information regarding the related party secured loan that was extinguished, including the loss that we recognized upon its extinguishment, see Note 8, Debt. Conversion of Restricted Series A Preferred Stock Award to Restricted Common Stock During the second quarter of 2021, in lieu of the vast majority of cash compensation for our CEO for 2021, the Company granted an award of 0.5 million shares of restricted Series A Preferred Stock to our CEO. The total grant date fair value of this award was approximately $ 13.8 million. Prior to the granting of this equity award, we had recognized an accrued compensation liability of approximately $ 1.6 million associated with the portion of our CEO’s 2021 compensation that had been earned as of the grant date. The settlement of this accrued compensation liability through issuance of the restricted Series A Preferred Stock award was recognized as a decrease in Accrued expenses and other current liabilities and an increase in Additional paid-in capital on our consolidated balance sheet. Upon the consummation of the IPO, the 0.5 million then-outstanding shares of restricted Series A Preferred Stock automatically converted into 0.6 million shares of the Company’s restricted common stock, which then vested in April 2022. F-32 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Fair Value of Series A Preferred Stock and Restricted Series A Preferred Stock Award The fair value of the Series A Preferred Stock and the restricted Series A Preferred Stock award was estimated using an as-converted value plus risky put option model. The put option value was estimated using the Black-Scholes option pricing model. Primary assumptions used in determining the estimated issuance date fair value of the Series A Preferred Stock include: the estimated equity value associated with the then outstanding common stock of Life Time Group Holdings, Inc., a strike price of $ 20.00 per share, PIK dividend yield rate of 15.0 %, expected term of 1.0 year, volatility rate of 65.00 % and a risk-free rate of 0.08 %. Share-Based Compensation Expense Associated with Restricted Series A Preferred Stock Award and Restricted Common Stock Restricted Series A Preferred Stock Award Prior to the conversion of the restricted Series A Preferred Stock award to shares of the Company’s restricted common stock on October 12, 2021, as noted above in “—Conversion of Restricted Series A Preferred Stock Award to Restricted Common Stock,” we recognized $ 2.9 million of share-based compensation expense associated with the restricted Series A Preferred Stock award, all of which is included in General, administrative and marketing in our consolidated statement of operations for the year ended December 31, 2021 . 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 award for the year ended December 31, 2022 was $ 5.0 million, all of which is included in General, administrative and marketing in our consolidated statement of operations. During the period from October 12, 2021 through December 31, 2021 , we recognized $ 4.3 million of share-based compensation expense associated with the restricted common stock award, which is included in General, administrative and marketing in our consolidated statements of operations. These restricted common stock shares fully vested as of April 4, 2022 , and there is no unrecognized share-based compensation expense related to these shares. The fair value of the restricted common stock shares that vested during the year ended December 31, 2022 was approximately $ 8.9 million , which represents the fair value of the underlying shares measured as of the vesting date. No restricted common stock shares vested during the years ended December 31, 2021 and 2020. Equity Incentive Plans 2015 Equity Plan On October 6, 2015, our board of directors adopted the LTF Holdings, Inc. 2015 Equity Incentive Plan (as amended, the “2015 Equity Plan”). During the year ended December 31, 2021, our board of directors and stockholders approved an amendment to the 2015 Equity Plan to increase the number of shares of our common stock that are reserved for issuance under the 2015 Equity Plan to approximately 30.6 million shares of our common stock. Effective with the IPO, no further grants have been or will be made under the 2015 Equity Plan. Approximately 1.0 million shares that were reserved and available for issuance under the 2015 Equity Plan are now available for issuance under the 2021 Equity Plan as detailed below. 2021 Equity Plan In connection with the IPO and effective October 6, 2021, we adopted the 2021 Incentive Award Plan (the “2021 Equity Plan”), under which we may grant cash and equity-based incentive awards to our employees, consultants and directors. The maximum number of shares of our common stock available for issuance under the 2021 Equity Plan is equal to the sum of (i) approximately 14.5 million shares of our common stock, (ii) an annual increase on the first day of each year beginning in 2022 and ending in and including 2031, equal to the lesser of (A) 4% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (B) such lesser amount as determined by our board of directors, and (iii) the approximately 1.0 million shares of our common stock that were available for issuance under the 2015 Equity Plan as of October 6, 2021; provided, however, no more than 14.5 million shares may be issued upon the exercise of incentive stock options. Effective January 1, 2022, the number of shares of our common stock available for issuance under the 2021 Equity Plan increased by approximately 7.7 million shares pursuant to the evergreen feature described in part (ii) of the immediately preceding sentence. Additionally, the number of shares of our common stock available for issuance under the 2021 Equity Plan may increase with respect to awards under the 2015 Equity Plan which are forfeited or lapse unexercised and which following F-33 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) the effective date of the 2021 Equity Plan are not issued under such prior plan. 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 10-year term of the 2021 Equity Plan. As of December 31, 2022, approximately 19.3 million shares were available for future awards to employees and other eligible participants under the 2021 Equity Plan. 2021 Employee Stock Purchase Plan In connection with the IPO and effective October 6, 2021, we adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP is designed to allow our eligible employees to purchase shares of our common stock, at periodic intervals, with their accumulated payroll deductions. The ESPP consists of two components: an Internal Revenue Service (“IRS”) Code section 423 (“Section 423”) component, which is intended to qualify under Section 423 of the IRS Code and a non-Section 423 component, which need not qualify under Section 423 of the IRS Code. The aggregate number of shares of our common stock that has initially been reserved for issuance under the ESPP is equal to (i) approximately 2.9 million shares of our common stock, and (ii) an annual increase on the first day of each year beginning in 2022 and ending in and including 2031, equal to the lesser of (A) 1 % of the aggregate number of shares of our common stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of our shares of common stock as determined by our board of directors; provided that in no event will more than 29.0 million shares of our common stock be available for issuance under the Section 423 component of the ESPP. Our board of directors determined that no additional shares would become available under the ESPP as of January 1, 2022 pursuant to the evergreen feature described in part (ii) of the immediately preceding sentence. Our board of directors or the compensation committee will have authority to interpret the terms of the ESPP and determine eligibility of participants. We launched the first offering period under the ESPP on December 1, 2022. The ESPP permits 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 is automatically granted an option to purchase shares of our common stock. The purchase option expires 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. We 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 is 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 are paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Upon exercise, the participant purchases the number of whole shares that his or her accumulated payroll deductions will buy at the purchase option price, subject to the certain participation limitations. Participation ends automatically upon a participant’s termination of employment. No shares were issued under the ESPP as of December 31, 2022. We recognized $ 0.1 million of share-based compensation expense for the discount received by participants for the year ended December 31, 2022, all of which is included in General, administrative and marketing in our consolidated statement of operations for the year ended December 31, 2022. As of December 31, 2022, unrecognized share-based compensation expense related to the first offering period under the ESPP was approximately $ 0.4 million, which is expected to be recognized over a weighted average remaining period of 0.4 years. F-34 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Stock Options Stock Option Activity Activity associated with stock options during the year ended December 31, 2022 is as follows: Stock Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at December 31, 2021 24,597 $ 12.16 Granted 989 13.55 Exercised ( 363 ) 10.33 Forfeited or cancelled ( 297 ) 18.40 Outstanding at December 31, 2022 24,926 $ 12.17 4.4 $ 33,481 Exercisable as of December 31, 2022 21,745 $ 11.41 3.7 $ 33,470 Options Granted During the Year Ended December 31, 2022 During the year ended December 31, 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. Options Granted During the Year Ended December 31, 2021 During the year ended December 31, 2021 , the Company granted approximately 3.8 million stock options, of which approximately 3.2 million were granted under the 2015 Equity Plan and approximately 0.6 million were granted under the 2021 Equity Plan. These options have a 10-year contractual term from the date of grant. The exercise prices and terms of these awards were determined and approved by our board of directors or a committee thereof. The exercise price associated with each of these awards is not less than the fair market value per share of our common stock, as determined by our board of directors or a committee thereof, at the time of grant. Of the 3.8 million total stock options granted during the year ended December 31, 2021 , approximately 3.3 million are time vesting options and approximately 0.5 million are performance vesting options. The time vesting options 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. All of the performance vesting options vested upon the attainment of certain targets for the twelve-month period that commenced on January 1, 2021 and ended on December 31, 2021 . Both the time vesting and performance vesting options beca me exercisable (but not vested) o n April 4, 2022, which is the first date following the expiration of the 180-day lock-up period applicable to the optionee related to the IPO. Options Granted Prior to 2021 As it relates to stock options granted prior to 2021, all were fully vested as of April 4, 2022 and there is no unrecognized share-based compensation expense related to these options. Intrinsic Value and Income Tax Benefits Associated with Option Exercises The total intrinsic value of stock options exercised during the year ended December 31, 2022 was approximately $ 1.5 million. In connection with these stock option exercises, we recognized an aggregate income tax benefit of approximately $ 0.3 million during the year ended December 31, 2022. No stock options were exercised during the years ended December 31, 2021 and 2020. F-35 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Fair Value of Stock Option Awards Granted The fair value of the options granted during the years ended December 31, 2022, 2021 and 2020 was calculated using the Black-Scholes option pricing model. The following weighted average assumptions were used in determining the fair value of stock options granted: Year Ended December 31, 2022 2021 2020 Dividend yield 0.00 % 0.00 % 0.00 % Risk-free interest rate (1) 2.24 % 0.97 % 1.58 % Expected volatility (2) 55.00 % 58.50 % 27.60 % Expected term of options (in years) (3) 6.3 6.1 6.1 Fair Value $ 7.34 $ 10.42 $ 7.58 (1) The risk-free rate is based on the U.S. treasury yields, in effect at the time of grant or modification, corresponding with the expected term of the options. (2) Expected volatility is based on historical volatilities for a time period similar to that of the expected term of the options. (3) Expected term of the options is based on probability and expected timing of market events leading to option exercise. Share-Based Compensation Expense Associated with Stock Options Share-based compensation expense associated with stock options for the year ended December 31, 2022 was $ 19.8 million, of which $ 1.4 million, $ 17.8 million and $ 0.5 million is included in Center operations, General, administrative and marketing and Other operating (income) expenses, respectively, in our consolidated statement of operations. Share-based compensation expense associated with stock options for the year ended December 31, 2021 was $ 320.5 million, of which $ 12.7 million, $ 303.3 million and $ 4.5 million is included in Center operations, General, administrative and marketing and Other operating (income) expenses, respectively, in our consolidated statement of operations. No share-based compensation expense associated with stock options was recognized during the year ended December 31, 2020. A significant portion of the share-based compensation expense that we recognized during the year ended December 31, 2021 is associated with stock options that were granted prior to 2021. As of the effective date of the IPO, these stock options became fully vested, and they became exercisable either immediately or on April 4, 2022, subject to continued service through such date. Accordingly, during the period from the effective date of the IPO through April 4, 2022, we recognized share-based compensation expense associated with these stock options in an amount equal to the proportion of the total service period that passed from the respective grant dates associated with each of these stock option awards through April 4, 2022. Because the exercisability of these stock options was contingent upon the occurrence of a change of control or an initial public offering, no share-based compensation expense associated with these stock options was recognized prior to the IPO. As of December 31, 2022, unrecognized share-based compensation expense related to stock options was approximately $ 17.1 million, which is expected to be recognized over a weighted average remaining period of 2.5 years. F-36 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Restricted Stock Units Restricted Stock Unit Activity Activity associated with restricted stock units during the year ended December 31, 2022 is as follows: Restricted Stock Units Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2021 1,854 $ 18.01 Granted 1,696 14.26 Vested ( 905 ) 18.73 Forfeited ( 159 ) 16.42 Nonvested at December 31, 2022 2,486 $ 15.30 Restricted Stock Units Granted During the year ended December 31, 2022, the Company granted approximately 1.7 million restricted stock unit awards under the 2021 Equity Plan, of which approximately 1.4 million are time vesting awards and approximately 0.3 million are time vesting awards with a performance qualifier. Of the 1.7 million restricted stock unit awards that were granted during the year ended December 31, 2022, a pproximately 1.6 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 certain executives and non-executives as part of their incentive compensation for 2021, which had been recognized as an accrued compensation liability at December 31, 2021. The fair value of these restricted stock unit awards was approximately $ 0.6 million . Accordingly, effective with the grant date associated with these restricted stock units, we recognized a $ 0.6 million decrease in Accrued expenses and other current liabilities and a $ 0.6 million increase in Additional paid-in capital on our condensed consolidated balance sheets . We determine the grant date fair value of restricted stock unit awards by multiplying the number of restricted stock unit awards by the closing trading price of our common stock on the grant date. During the year ended December 31, 2021, the Company granted approximately 1.9 million restricted stock unit awards, of which approximately 0.6 million were granted under the 2015 Equity Plan and approximately 1.3 million were granted under the 2021 Equity Plan. Of the 0.6 million restricted stock unit awards granted under the 2015 Equity Plan during the year end December 31, 2021, approximately 0.5 million were granted to our CEO and approximately 0.1 million were granted to non-CEO executives and a director. All of the 1.3 million restricted stock units granted under the 2021 Equity Plan during the year ended December 31, 2021 were granted to non-CEO holders. The weighted average grant date fair value associated with the approximately 1.9 million restricted stock unit awards granted during the year ended December 31, 2021 was $ 18.01 . We did no t grant any restricted stock unit awards during the year ended December 31, 2020. Restricted Stock Unit Awards Granted During the Year Ended December 31, 2021 under the 2015 Equity Plan Beginning on March 15, 2020, our CEO decided to forego 100 % of his base salary for the remainder of 2020. During the second quarter of 2021, our compensation committee, in consultation with our CEO and our board of directors, established a new compensation program for our CEO. Under the new program, in light of the foregone salary and bonuses in 2020, the compensation c ommittee determined to grant our CEO an equity award of approximately 0.5 million restricted stock units under the 2015 Equity Plan, 50 % of which was to vest on each anniversary of the grant date with 100 % full vesting on the date that is 180 days after the effective date associated with an underwritten IPO. Accordingly, this award 100 % vested on April 4, 2022. At December 31, 2020, we had recognized an accrued compensation liability of approximately $ 2.2 million associated with our CEO’s 2020 compensation. For accounting purposes, the settlement of this $ 2.2 million accrued compensation liability through the issuance of the restricted stock units was recognized as a decrease in Accrued expenses and other current liabilities and an increase in Additional paid-in capital on our consolidated balance sheet. F-37 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Also during the second quarter of 2021, our compensation committee granted approximately 0.1 million restricted stock units under the 2015 Equity Plan to certain of our non-CEO executives and a new director, 50 % of which vests on each anniversary of the grant date and, for the grants to our non-CEO executives, 100 % full vesting was to occur effective on the date that is 180 days after an initial underwritten public offering. Accordingly, the portion of these awards that were granted to our non-CEO 100 % vested on April 4, 2022. Restricted Stock Unit Awards Granted During the Year Ended December 31, 2021 under the 2021 Equity Plan With respect to the restricted stock units totaling approximately 1.3 million that were granted under the 2021 Equity Plan during the year ended December 31, 2021, nearly all will vest in four ratable annual installments on each of the first four anniversaries of the grant date, subject to continued service through the applicable vesting dates. Less than 0.1 million of these restricted stock units vested on April 4, 2022. Fair Value of Vested Restricted Stock Units The total fair value of restricted stock units that vested during the year ended December 31, 2022 was approximately $ 12.2 million , which represents the aggregate of the fair value of the each of the underlying shares measured as of the vesting date. No restricted sto ck units vested during the years ended December 31, 2021 and 2020. Share-Based Compensation Expense Associated with Restricted Stock Units Share-based compensation expense associated with restricted stock units for the year ended December 31, 2022 was $ 12.4 million, of which $ 1.4 million, $ 10.6 million and $ 0.4 million is included in Center operations, General, administrative and marketing and Other operating (income) expenses, respectively, in our consolidated statement of operations. Share-based compensation expense associated with restricted stock units for the year ended December 31, 2021 was $ 6.6 million, of which $ 0.2 million, $ 6.3 million and $ 0.1 million is included in Center operations, General, administrative and marketing and Other operating (income) expenses, respectively, in our consolidated statement of operations. No share-based compensation expense associated with restricted stock units was recognized during the year ended December 31, 2020. As of December 31, 2022, unrecognized share-based compensation expense related to restricted stock units was approximately $ 27.8 million, which is expected to be recognized over a weighted average remaining period of 3.0 years. Stockholder Note Receivable On August 27, 2018, Life Time, Inc. entered into a loan agreement with our CEO, who is also one of our stockholders, pursuant to which we loaned him $ 20.0 million. As security for repayment of the loan, our CEO granted to Life Time, Inc. a security interest in 5.0 million shares of our common stock which are held by our CEO. The loan bore interest equal to the highest interest rate associated with the revolving portion of our senior secured credit facility or, if there were no outstanding revolving borrowings, the highest interest rate associated with outstanding borrowings under the term loans portion of our senior secured credit facility. The loan was scheduled to mature at the earlier of August 2023 or upon the occurrence of certain events, including in connection with an initial public offering or a change of control, as well as the period immediately following the officer’s termination of employment. On July 3, 2019, we amended the loan agreement to reflect our forgiveness of an aggregate principal amount of $ 5.0 million. All other terms and conditions associated with the initial loan agreement remained unchanged. The principal forgiveness was accounted for as an equity transaction, whereby the Stockholder note receivable and Additional paid-in capital balances recognized on our consolidated balance sheet were each reduced by $ 5.0 million. The income tax benefit of approximately $ 1.3 million associated with the principal forgiveness was recognized as an increase in both Income tax receivable and Additional paid-in capital on our consolidated balance sheet. In August 2021, we entered into an agreement pursuant to which the outstanding balance owed under the stockholder note receivable was cancelled. The cancellation of the $ 15.0 million outstanding principal balance associated with the loan was accounted for as an equity transaction, and the Stockholder note receivable and Additional paid-in capital balances recognized on our consolidated balance sheet were each reduced by $ 15.0 million . F-38 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) 11. Loss Per Share For the year ended December 31, 2022, o ur potentially dilutive securities include stock options, restricted stock units and shares to be issued under our ESPP. Due to the net loss that we recognized during the year ended December 31, 2022 , the potentially dilutive shares of common stock associated with our stock options, restricted stock units and ESPP were determined to be antidilutive and, therefore, are excluded from the computation of diluted loss per share for the year ended December 31, 2022 . For the year ended December 31, 2021, o ur potentially dilutive securities include stock options, restricted stock units and restricted stock. Due to the net loss that we recognized during the year ended December 31, 2021 , the potentially dilutive shares of common stock associated with our stock options, restricted stock units and restricted stock were determined to be antidilutive and, therefore, are excluded from the computation of diluted loss per share for the year ended December 31, 2021 . For the year ended December 31, 2020, our potentially dilutive securities include stock options, all of which were subject to performance conditions that were not met as of the end of such period. Accordingly, the contingently issuable shares associated with our stock options are excluded from the computation of diluted loss per share for the year ended December 31, 2020. The following table sets forth the calculation of basic and diluted loss per share for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Net loss $ ( 1,793 ) $ ( 579,369 ) $ ( 360,192 ) Weighted average common shares outstanding – basic and diluted 193,570 155,470 145,137 Loss per share – basic and diluted $ ( 0.01 ) $ ( 3.73 ) $ ( 2.48 ) The following is a summary of potential shares of common stock that were excluded from the computation of diluted loss per share for the years ended December 31, 2022, 2021 and 2020 : Year Ended December 31, 2022 2021 2020 Stock options 24,926 24,597 21,119 Restricted stock units 2,486 1,854 — Restricted stock — 595 — ESPP shares 137 — — Potential common shares excluded from diluted loss per share 27,549 27,046 21,119 For more information regarding stock options, restricted stock units, restricted stock and ESPP shares, see Note 10, Stockholders’ Equity. 12. Commitments and Contingencies Purchase Commitments We ha ve entered into various unconditional purchase obligations that primarily include software licenses and support, and marketing services. As of December 31, 2022, these purchase obligations totaled approximately $ 22.9 million, the majority of which are expected to be settled within the next three years . These unconditional purchase obligations are in addition to the current and long-term liabilities recorded on our December 31, 2022 consolidated balance sheet and exclude agreements that are cancellable at any time without penalty. F-39 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Legal Matters Bartell et al. v. LTF Club Operations Company, Inc. We defended a putative class action asserting that Life Time failed to honor cancellation requests and refund payments made by former members of Life Time’s Ohio health clubs under membership agreements that allegedly violate the Ohio Prepaid Entertainment Contract Act (“PECA”) and the Ohio Consumer Sales Practices Act (“CSPA”). The case is Laurence Bartell, et al. v. LTF Club Operations Company, Inc., Case No. 2:14-cv-401, in the United States District Court, Southern District of Ohio, Eastern Division. LTF Club Operations Company, Inc. is a wholly-owned subsidiary of Life Time, Inc. The District Court granted final approval to the parties’ settlement of this case on August 7, 2020. Under the terms of the settlement, we agreed to contribute to a settlement fund of $ 14.0 million from which all costs of settlement would be paid, including awards to the class, settlement administration expenses, and court-awarded service awards and attorneys’ fees. Class members were allowed to claim either (1) a cash award of dues they paid to Life Time after providing notice of cancellation of their membership (“Cash Award”) or (2) a membership award of a dues credit with a face value of three times the Cash Award toward any access membership with Life Time (“Membership Award”). The period for the class members to make this election ended on July 8, 2020. Based on the Cash Awards and Membership Awards claimed by the class members and the amount awarded for plaintiff’s attorneys’ fees and costs and a class representative service award, we paid $ 13.3 million during the quarter ended September 30, 2020. Because our cost to service a membership is less than the Membership Award, the amount of our loss did not ultimately directly correspond to the total settlement amount of $ 14.0 million. Life Time, Inc. et al. v. Zurich American Insurance Company On August 19, 2020, Life Time, Inc., several of its subsidiaries, and a joint venture entity, Bloomingdale Life Time Fitness LLC (collectively, the “Life Time Parties”) filed a complaint against Zurich American Insurance Company (“Zurich”) in the Fourth Judicial District of the State of Minnesota, County of Hennepin (Case No. 27-CV-20-10599) (the “Action”) seeking declaratory relief and damages with respect to Zurich’s failure under a property/business interruption insurance policy to provide certain coverage to the Life Time Parties related to the closure or suspension by governmental authorities of their business activities due to the spread or threat of the spread of COVID-19. On March 15, 2021, certain of the Life Time Parties filed a First Amended Complaint in the Action adding claims against Zurich under a Builders’ Risk policy related to the suspension of multiple construction projects. The parties are currently in discovery. The Action is subject to many uncertainties, and the outcome of the matter is not predictable with any assurance. Other We are also engaged in other proceedings incidental to the normal course of business. Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to court rulings, negotiations between affected parties and governmental intervention. We establish reserves for matters that are probable and estimable in amounts we believe are adequate to cover reasonable adverse judgments. Based upon the information available to us and discussions with legal counsel, it is our opinion that the outcome of the various legal actions and claims that are incidental to our business will not have a material adverse impact on our consolidated financial position, results of operations or cash flows. Such matters are subject to many uncertainties, and the outcomes of individual matters are not predictable with assurance. 401(k) Savings and Investment Plan We offer a 401(k) savings and investment plan (the “401(k) Plan”) to substantially all full-time employees who have at least six months of service and are at least 21 years of age. The cost associated with the Company’s discretionary contributions to the 401(k) Plan during the years ended December 31, 2022, 2021 and 2020 was not material. Letters of Credit and Posted Bonds As of December 31, 2022 and 2021, we had $ 31.4 million and $ 33.5 million, respectively, in irrevocable standby letters of credit outstanding, which were issued primarily to municipalities, for sites under construction, as well as certain insurance carriers to guarantee payments of deductibles for various insurance programs, such as workers’ compensation and commercial liability insurance. Such letters of credit are secured by the collateral under our senior secured credit facility. As of both December 31, 2022 and 2021, no amounts had been drawn on any of these irrevocable standby letters of credit. F-40 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) As of December 31, 2022 and 2021, we had posted bonds totaling $ 35.5 million and $ 36.4 million, respectively, related to construction activities and operational licensing. 13. Related Party Transactions Related Party Leases We did not enter into any related party leases, including related party sale-leaseback arrangements, during the years ended December 31, 2022 or 2021. Sale-Leaseback Transactions During the year ended December 31, 2020, we consummated a sale-leaseback transaction involving one property with a subsidiary of a limited liability company jointly owned by our CEO, a former executive of the Company, and another member of our board of directors, among other investors (“LTRE”). Under this agreement, we sold assets with a net book value of $ 35.1 million for $ 37.0 million, which was reduced by transaction costs totaling approximately $ 0.1 million, for net proceeds of $ 36.9 million . Ac cordingly, we recognized a gain of $ 1.8 million, which is included in Other operating (income) expenses in our consolidated statement of operations for the year ended December 31, 2020. During the years ended December 31, 2022, 2021 and 2020, we paid rent associated with this lease of $ 2.6 million, $ 2.5 million and $ 0.3 million, respectively, and rent expense associated with this lease was $ 3.0 million, $ 3.0 million and $ 0.5 million, respectively. During the year ended December 31, 2019, we entered into a sale-leaseback transaction involving one property with a limited liability company jointly owned by our CEO and another member of our board of directors. During the years ended December 31, 2022, 2021 and 2020, we paid rent associated with this lease of $ 2.3 million, $ 2.8 million and $ 1.5 million, respectively, and rent expense associated with this lease was $ 2.6 million, $ 2.6 million and $ 2.6 million, respectively. During the year ended December 31, 2018, we entered into a sale-leaseback transaction involving one property with a limited liability company in which our CEO owns a 33 % interest. During the years ended December 31, 2022, 2021 and 2020, we paid rent associated with this lease of $ 1.2 million, $ 1.5 million and $ 0.8 million, respectively, and rent expense associated with this lease was $ 1.4 million, $ 1.4 million and $ 1.4 million, respectively. During the year ended December 31, 2017, we entered into sale-leaseback transactions involving two properties with a limited liability company that is a related party to one of our existing stockholders. During the years ended December 31, 2022, 2021 and 2020, we paid rent associated with these leases of $ 6.1 million, $ 6.0 million and $ 4.5 million, respectively, and rent expense associated with these leases was $ 7.4 million, $ 7.4 million and $ 7.4 million, respectively. Other Property Leases In September 2015, our CEO, through two limited liability companies in which he had a 100 % interest, acquired the Woodbury, Minnesota facility that we have occupied and operated as a tenant since 1995. The terms of the existing lease were unchanged upon the change in ownership. On September 29, 2020, our CEO contributed his ownership of our center in Woodbury, Minnesota to LTRE. Following this contribution, we terminated our existing lease with the entities owned by our CEO and entered into a new lease for the Woodbury center with subsidiaries of LTRE. We are currently accounting for the new Woodbury lease as an operating lease. During the years ended December 31, 2022, 2021 and 2020, rent payments associated with the new Woodbury lease were $ 1.2 million, $ 1.2 million and $ 0.3 million, respectively, and rent expense associated with the new Woodbury lease was $ 1.3 million, $ 1.3 million and $ 0.3 million, respectively. As it relates to the previous Woodbury lease, we paid rent during the year ended December 31, 2020 of $ 0.2 million. In October 2003, we leased a center located within a shopping center that is owned by a general partnership in which our CEO has a 100 % interest. During the years ended December 31, 2022 , 2021 and 2020, we paid rent associated with this lease of $ 0.9 million, $ 1.1 million and $ 0.5 million, respectively, and rent expense associated with this lease was $ 0.9 million, $ 0.9 million and $ 0.9 million, respectively. Stockholder Note Receivable For information on the stockholder note receivable, see Note 10, Stockholders’ Equity. F-41 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Arrangements with our Investors and Management Stockholders For information on the sale of our common stock with certain of our stockholders, see Note 10, Stockholders’ Equity. Related Party Secured Loan For information on the secured loan from an investor group comprised of our stockholders or their affiliates, see Note 8, Debt. Unsecured Notes Offering An affiliate of one of our stockholders was one of the initial purchasers in Life Time, Inc.’s offering of the Unsecured Notes and received customary initial purchaser discounts and commissions. Other Life Time, Inc. and an entity owned by our former President and Chief Financial Officer, Mr. Bergmann, jointly owned an aircraft. In connection with his retirement from the Company, Life Time, Inc. acquired Mr. Bergman n’s 50 % interest in this aircraft in October 2022 for approximately $ 1.8 million. During this joint ownership, Life Time, Inc. and Mr. Bergmann’s entity had entered into certain co-ownership, maintenance and personnel agreements under which the entity owned by Mr. Bergmann contributed approximately $ 0.1 million per year to an operations fund for the fixed costs for the aircraft. Life Time, Inc. and the entity owned by Mr. Bergmann paid for the costs associated with their respective trips during the time of joint ownership. The daughter of our CEO currently serves as a director of real estate development for Life Time, Inc. During the years ended December 31, 2022, 2021 and 2020, we paid total compensation of approximately $ 0.2 million, $ 0.2 million and $ 0.2 million, respectively, for her services. 14. Executive Nonqualified Plan During 2006, we implemented the Executive Nonqualified Excess Plan of Life Time Fitness, a non-qualified deferred compensation plan. This plan was established for the benefit of our highly compensated employees, which our plan defines as our employees whose projected compensation for the upcoming plan year would meet or exceed the IRS limit for determining highly compensated employees. This unfunded, non-qualified deferred compensation plan allows participants the ability to defer and grow income for retirement and significant expenses in addition to contributions made to our 401(k) Plan. All highly compensated employees eligible to participate in the Executive Nonqualified Excess Plan of Life Time Fitness, including but not limited to our executives, may elect to defer up to 50 % of their annual base salary and/or annual bonus earnings to be paid in any coming year. The investment choices available to participants under the non-qualified deferred compensation plan are of the same type and risk categories as those offered under our 401(k) Plan and may be modified or changed by the participant or us at any time. Distributions can be paid out as in-service payments or at retirement. Retirement benefits can be paid out as a lump sum or in annual installments over a term of up to 10 years. We did no t make a matching contribution to this plan during the years ended December 31, 2022, 2021 and 2020. Any contributions to this plan vest to each participant according to their years of service with us. At December 31, 2022 and 2021, $ 10.3 million and $ 13.2 million, respectively, had been deferred and is being held on behalf of the employees. These amounts are included in Other liabilities on our consolidated balance sheets. 15. Subsequent Events During February 2023, we entered into an agreement for, and consummated, a sale-leaseback transaction involving one property with an unrelated party for a purchase price of $ 33.0 million. We have evaluated all subsequent events through the date of the consolidated financial statements were issued and determined that, other than with respect to the one sale-leaseback transaction, there have been no other events or transactions which would have a material effect on the consolidated financial statements and therefore would require recognition or disclosure. F-42 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) 16. Condensed Financial Information of Registrant (Parent Company Only) Life Time Group Holdings, Inc. is a holding company with no material operations of its own that conducts substantially all of its activities through its subsidiaries. Life Time Group Holdings, Inc. has no cash and, as a result, all expenditures and obligations of the Company are allocated to and paid by its subsidiaries. Life Time, Inc. is the borrower under our senior secured credit facility and the indentures governing our Secured Notes and our Unsecured Notes, the terms and conditions of which limit Life Time, Inc.’s ability to declare dividends or make any payment on equity to, directly or indirectly, fund a dividend or other distribution to Life Time Group Holdings, Inc. in connection with those borrowings. Dividends, redemptions and other payments on equity (restricted payments) are limited to those permitted under the senior secured credit facility and the indentures governing our Secured Notes and Unsecured Notes. Due to the aforementioned restrictions, substantially all of the net assets of our subsidiaries are restricted. For information regarding our senior secured credit facility, Secured Notes and Unsecured Notes, see Note 8, Debt. The following condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, our investment in our subsidiaries is presented under the equity method of accounting. During the year ended December 31, 2022, we recognized share-based compensation expense related to stock options, restricted stock, restricted stock units and our ESPP of $ 37.3 million, of which $ 2.8 million, $ 33.5 million and $ 0.9 million is included in Center operations, General, administrative and marketing and Other operating, respectively, in our parent-only condensed statement of operations. During the year ended December 31, 2021, we recognized share-based compensation expense related to stock options, restricted stock and restricted stock units of $ 334.3 million, of which $ 12.9 million, $ 316.8 million and $ 4.6 million is included in Center operations, General, administrative and marketing and Other operating, respectively, in our parent-only condensed statement of operations. Also during the year ended December 31, 2021 , we recognized a $ 41.0 million debt extinguishment loss related to the conversion of the Related Party Secured Loan to Series A Preferred Stock, which is included in Interest expense, net of interest income in our parent-only condensed statement of operations. This debt extinguishment loss is not recognized for tax purposes. No share-based compensation expense was recognized during the year ended December 31, 2020. A condensed statement of cash flows is not presented because Life Time Group Holdings, Inc. has no cash, and, therefore, no material operating, investing, or financing cash flow activities for years ended December 31, 2022, 2021 and 2020. The financing cash flow activities associated with the proceeds we received from the issuance of our common stock during the years ended December 31, 2022, 2021 and 2020, were non-cash transactions for Life Time Group Holdings, Inc., as the cash inflows and outflows associated with those transactions occurred at our subsidiary, Life Time, Inc. and were accounted for as our equity contributions to Life Time, Inc. For more information regarding these transactions, see Note 10, Stockholders’ Equity. F-43 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) LIFE TIME GROUP HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS (In thousands, except per share data) December 31, 2022 2021 ASSETS Current assets $ — $ — Noncurrent assets: Investment in subsidiaries 2,124,261 2,091,392 Total noncurrent assets 2,124,261 2,091,392 Total assets $ 2,124,261 $ 2,091,392 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities $ — $ — Noncurrent liabilities — — Total liabilities — — Stockholders’ equity: Common stock, $ 0.01 par value per share, 500,000 shares authorized, 194,271 and 193,060 shares issued and outstanding, respectively 1,943 1,931 Additional paid-in capital 2,784,416 2,743,560 Accumulated deficit ( 662,098 ) ( 654,099 ) Total stockholders’ equity 2,124,261 2,091,392 Total liabilities and stockholders’ equity $ 2,124,261 $ 2,091,392 F-44 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) LIFE TIME GROUP HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS (In thousands) Year Ended December 31, 2022 2021 2020 Total Revenue $ — $ — $ — Operating expenses: Center operations 2,842 12,934 — General, administrative and marketing 33,535 316,836 — Other operating 914 4,569 — Total operating expenses 37,291 334,339 — Loss from operations ( 37,291 ) ( 334,339 ) — Other expense: Interest expense, net of interest income — ( 40,993 ) — Total other expense — ( 40,993 ) — Loss before income taxes ( 37,291 ) ( 375,332 ) — Benefit from income taxes ( 9,136 ) ( 81,579 ) — Net loss before equity in net loss of subsidiaries ( 28,155 ) ( 293,753 ) — Net income (loss) attributable to subsidiaries of Life Time Group Holdings, Inc. 26,362 ( 285,616 ) ( 360,192 ) Net loss attributable to Life Time Group Holdings, Inc. $ ( 1,793 ) $ ( 579,369 ) $ ( 360,192 ) F-45 Table of Contents Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None.