MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report. Some of the information included in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" sections of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025, for discussion of the results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Overview
Business and Strategy
Life Time, the "Healthy Way of Life Company," is a premier lifestyle and leisure brand offering premium health, fitness and wellness experiences to a community of nearly1.6 million individual members, who together comprise nearly 873,000 memberships, as of December 31, 2025. We are a leading innovator in the industry having successfully created a leisure model that incorporates the country club wellness lifestyle within a fitness and active living community. We have earned the trust of our members for over 30 years to make their lives healthier and happierby offering them the best places, programs and performers. We deliver high-quality experiences through our omni-channel physical and digital ecosystem that includes more than 185 centers-distinctive, resort-like athletic country club destinations-across 31 states in the United States and one province in Canada. Our continuous commitment to members has resulted in strong brand loyalty and fueled our strong, long-term financial performance.
Our luxurious athletic country clubs total over 18 million of indoor square feet and over seven million of outdoor square feet in the aggregate. Our centers are located in affluent suburban and urban locations. Depending on the size and location of a center, we offer expansive fitness floors with top-of-the-line equipment, spacious locker rooms, group fitness studios and spaces, recovery spaces, indoor and outdoor pools and bistros, indoor and outdoor tennis courts, indoor and outdoor pickleball courts, basketball courts, LifeSpa, LifeCafe and our childcare and Kids Academy learning spaces. Our premium service offerings are delivered by over 44,000 Life Time team members, including over 11,100 certified fitness professionals, ranging from personal trainers to studio performers.
Our members are highly engaged and draw inspiration from the experiences and community we have created. The value our members place on our community is reflected in the continued strength and growth of our average revenue per center membership, center usage and the visits to our athletic country clubs. Our average revenue per center membership increased to $3,531 for the year ended December 31, 2025 as compared to $3,160 for the year ended December 31, 2024 and $2,810 for the year ended December 31, 2023. Total visits to our clubs were over 122 million in 2025 as compared to over 114 million in 2024 and over 103 million in 2023, and average visits per membership to our centers remained strong at 149 in 2025.
Our membership mix is notably shifting with couples and families comprising increasingly larger portions of total memberships. These memberships have historically been more engaged with higher retention and higher average monthly dues. With these membership dynamics and our premium, high-use model, our newer clubs are typically reaching their desired utilization and revenue with fewer memberships. Additionally, the number of our qualified memberships, which have significantly lower average membership dues, are decreasing as we limit their offering and certain third party administrated programs are terminated or expire.
We believe that no other company in the United States delivers the same quality and breadth of health, fitness and wellness experiences that we deliver, which has enabled us to consistently grow our annual membership dues and in-center revenues.
Our total Center revenue increased to $2,909 million for the year ended December 31, 2025 as compared to $2,547 million for the year ended December 31, 2024 and $2,154 million for the year ended December 31, 2023. We believe it will continue to grow as we open new centers in desirable locations across the country, new members join at higher membership dues rates, our new centers ramp to expected performance and we continue to execute on our strategic initiatives discussed below. Our new centers on average have taken three to four years to ramp to expected performance. As of December 31, 2025, we had 29 centers open for less than three years and 17 new centers under construction. We are expanding the number of our centers using an asset-light model that targets affluent markets with higher income members, higher average revenue per center membership and higher returns on invested capital. As we open these new centers in more affluent markets, our average revenue per center membership should naturally increase.
We believe we have significant opportunities to continue expanding our portfolio of premium centers in an asset-light manner. We are now targeting 12 to 14 new locations on average per year starting in 2026. We also expect a larger percentage of our new centers will be large format ground up construction builds as compared to 2024 and 2025.
We also continue to execute several strategic initiatives that are driving revenue, engagement, membership optimization and expansion as we elevate and broaden our member experiences and allow members to integrate health, fitness and wellness into their lives with greater ease and frequency. These strategic initiatives include pickleball, Dynamic Personal Training, Dynamic Stretch, small group training such as Alpha, GTX, Ultra Fit, MB360 and CTR, our ARORA community focused on members aged 55 years and older, and most recently LT Games, a unique hybrid-athletic competition. Our MIORA performance and longevity health offering is performing to our expectations and we now have a total of eight locations.
We have also been executing on enhanced offerings to accelerate growth beyond our centers. We are selling our LTH nutritional products more broadly on e-commerce platforms. Additionally, our digital platform is delivering a true omni-channel experience through our integrated digital app, including live streaming fitness classes, remote goal-based personal training, nutrition and weight loss support and curated award-winning health, fitness and wellness content. We are continuing to invest in our digital capabilities, including artificial intelligence such as L•AI•C, our first generative, artificial intelligence driven healthy way of life personal companion with personalized content and recommendations, to strengthen our relationships with our members, reach more people looking for a Healthy Way of Life and more comprehensively address their health, fitness and wellness needs so that they can engage and connect with Life Time at any time or place.
We also continue to expand our "Healthy Way of Life" ecosystem in response to the desire of our members to holistically integrate health and wellness into every aspect of their daily lives. In 2018, we launched Life Time Work, an asset-light branded co-working model that offers premium work spaces in close proximity to our athletic country clubs and integrates ergonomic furnishings and promotes a healthy working environment.Life Time Work members also have the ability to receive access to all of our resort-like athletic country club destinations across the United States and Canada. We have also begun to dedicate space within many of our athletic country clubs for work lounges that have a design aesthetic similar to our Life Time Work locations. Additionally, our Life Time Living locations, which are also an asset-light model, offer luxury wellness-oriented residences in close proximity to our athletic country clubs. As of December 31, 2025, we had 15 Life Time Work and four Life Time Living locations open and operating. Our Life Time Living concept is generating interest from new property developers and presenting opportunities for new center development and deal terms that were not previously available to us. Our omni-channel platform continues to grow as we expand our footprint with new centers and nearby work and living spaces, as well as strengthen our digital capabilities.
Macroeconomy and Policy Environment
We continue to monitor the macroeconomic and policy environment and its impact on our business, including with respect to tariffs, inflation, interest rates, taxes and labor, as well as a potential economic recession or low growth and general economic and political conditions. There continues to be macroeconomic and geopolitical uncertainty in many markets around the world, including as a result of international unrest and trade policy, and new or elevated tariffs, which have increased certain of our expenses and capital expenditures, but have not had a material impact on our business. We continue to analyze the potential impact of these events and any resulting downstream impacts, including higher inflation. Despite these headwinds, we have experienced growth in our revenue and expanded our operating margins. We will continue to monitor the macroeconomic and policy environment and while any future uncertainty or volatility, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could adversely affect our business and results of operations, we believe that our business is resilient and has performed well historically during different economic cycles including during a recession.
Components of Our Results of Operations
Total revenue
Total revenue consists of Center revenue and Other revenue (each defined below).
Center revenue
Center revenue consists of 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 and other member services, as well as sales of products at our cafés, and sales of products and services offered at our spas and tennis and pickleball programs.
Other revenue
Other revenue includes revenue generated from our businesses outside our centers, which are primarily media, athletic events and related services. Our media revenue includes our magazine, Experience Life®, 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. Other revenue also includes revenue generated from our Life Time Work and Life Time Living locations.
Center operations expenses
Center operations expenses consist of direct expenses related to the operation of our centers, such as salaries, commissions, payroll taxes, benefits, real estate taxes and other occupancy costs (excluding rent), utilities, repairs and maintenance, supplies and pre-opening expenses.
Rent expense
Rent expense consists of both cash and non-cash expense related to our operating leases booked on a straight-line basis over the lease term in accordance with generally accepted accounting principles in the United States ("GAAP").
Non-cash rent expense
Non-cash rent expense reflects the non-cash portion of our annual GAAP operating lease expense that is greater or less than the cash operating lease payments. Non-cash rent expense for our open properties represents non-cash expense associated with properties that were operating at the end of each period presented. Non-cash rent expense for our properties under development represents non-cash expense associated with properties that are still under development at the end of each period presented.
General, administrative and marketing expenses
General, administrative and marketing expenses include:
•Costs relating to our centralized support functions, such as accounting, information systems, procurement, real estate and development and member relations, as well as share-based compensation expense;
•Marketing expenses, which primarily consist of marketing department costs and media and advertising costs to support and grow Center membership levels, in-center businesses, new center openings and our businesses outside of our centers; and
•Indirect support costs related to the operation of our centers, including payroll-related expenses associated with our regional center management structure and in-center business support.
Depreciation and amortization expense
Depreciation and amortization expense consists of depreciation and amortization for our depreciable long-lived assets, including assets related to our owned centers.
Other operating expense (income)
Other operating expense (income) consists primarily of expenses (income) related to our Other revenue, which is generated from our businesses outside of our centers. In addition, we record other non-recurring operating expenses (income) that we believe are not indicative of our core operating performance, as a component of other operating expense (income).
Interest expense, net of interest income
Interest expense, net of interest income consists primarily of cash interest expense on borrowings and non-cash interest expense, which includes the amortization of debt issuance costs, partially offset by interest earned.
Equity in earnings (loss) of affiliates
Equity in earnings (loss) of affiliates includes investments in unconsolidated subsidiaries, which we account for using the equity method of accounting.
Provision for income taxes
The provision for income taxes consists of an estimate for U.S. federal, state and foreign income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in the tax law.
Net income
Net income consists of our total revenue, less our total operating expenses, and then adjusted for other (income) expenses and provision for income taxes, as set forth on our consolidated statements of operations.
Non-GAAP Financial Measures
This discussion and analysis includes certain financial measures that are not presented in accordance with GAAP, including Adjusted net income, Adjusted net income per common share, Adjusted EBITDA, free cash flow and ratios related thereto. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, these non-GAAP financial measures should be read in conjunction with our financial statements prepared in accordance with GAAP. The reconciliations of the Company's non-GAAP financial measures to the corresponding GAAP measures should be carefully evaluated.
Adjusted net income
We define Adjusted net income as net income excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations, less the tax effect of these adjustments.
Adjusted EBITDA
We define Adjusted EBITDA as net income before interest expense, net, provision for income taxes and depreciation and amortization, excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations.
Management uses Adjusted net income and Adjusted EBITDA to evaluate the Company's performance. We believe that Adjusted net income and Adjusted EBITDA are important metrics for management, investors and analysts as they remove the impact of items that we do not believe are indicative of our core operating performance and allow for consistent comparison of our operating results over time and relative to our peers. We use Adjusted net income and Adjusted EBITDA to supplement GAAP measures of performance in evaluating the effectiveness of our business strategies and to establish annual budgets and forecasts. We also use Adjusted EBITDA or variations thereof to establish incentive compensation for management.
Free Cash Flow
We define free cash flow as net cash provided by operating activities less capital expenditures, net of construction reimbursements, plus net proceeds from sale-leaseback transactions and land sales. We believe free cash flow assists investors and analysts in evaluating our liquidity and cash flows, including our ability to make principal payments on our indebtedness and to fund our capital expenditures and working capital requirements. Our management considers free cash flow to be a key indicator of our liquidity and we present this metric to our board of directors. Additionally, we believe free cash flow is frequently used by analysts, investors and other interested parties in the evaluation of companies in our industry.
Adjusted net income, Adjusted EBITDA and free cash flow should be considered in addition to, and not as a substitute for or superior to, financial measures calculated in accordance with GAAP. These are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities as a measure of our liquidity and may not be comparable to other similarly titled measures of other businesses. Adjusted net income, Adjusted EBITDA and free cash flow have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Furthermore, we compensate for the limitations described above by relying primarily on our GAAP results and using Adjusted net income, Adjusted EBITDA and free cash flow only for supplemental purposes. See our consolidated financial statements included elsewhere in this Annual Report for our GAAP results.
Non-GAAP Measurements and Key Performance Indicators
We prepare and analyze various non-GAAP performance metrics and key performance indicators to assess the performance of our business and allocate resources. For more information regarding our non-GAAP performance metrics, see "-Non-GAAP Financial Measures" above. These are not measurements of our financial performance under GAAP and should not be considered as alternatives to any other performance measures derived in accordance with GAAP.
Set forth below are certain GAAP and non-GAAP measurements and key performance indicators for the years ended December 31, 2025, 2024 and 2023. The following information has been presented consistently for all periods presented.
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Year Ended December 31,
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2025
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2024
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2023
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($ in thousands, except for Average Center revenue per center membership data)
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Membership Data
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Center memberships
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822,380
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812,062
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763,216
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On-hold memberships
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50,556
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54,023
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51,720
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Total memberships
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872,936
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866,085
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814,936
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Revenue Data
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Membership dues and enrollment fees
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72.6%
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72.8%
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72.3%
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In-center revenue
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27.4%
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27.2%
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27.7%
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Total Center revenue
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100.0%
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100.0%
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100.0%
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Membership dues and enrollment fees
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$
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2,111,370
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$
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1,853,963
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$
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1,557,289
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In-center revenue
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797,337
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692,688
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597,040
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Total Center revenue
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$
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2,908,707
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$
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2,546,651
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$
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2,154,329
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Average Center revenue per center membership(1)
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$
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3,531
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$
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3,160
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$
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2,810
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Comparable center revenue (2)
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11.1%
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12.2%
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15.3%
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Center Data
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Net new center openings (3)
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10
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8
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10
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Total centers (end of period) (3)
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189
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179
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171
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Total center square footage (end of period) (4)
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18,300,000
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17,600,000
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16,800,000
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GAAP and Non-GAAP Financial Measures
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Net income
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$
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373,671
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$
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156,240
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$
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76,063
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Net income margin(5)
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12.5%
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6.0%
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3.4%
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Adjusted net income (6)
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$
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325,522
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$
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200,451
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$
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129,704
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Adjusted net income margin (6)
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10.9%
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7.6%
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5.9%
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Adjusted EBITDA (7)
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$
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825,175
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$
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676,780
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$
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536,831
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Adjusted EBITDA margin (7)
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27.5%
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25.8%
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24.2%
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Center operations expense
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$
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1,568,611
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$
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1,392,421
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$
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1,184,370
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Pre-opening expenses (8)
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$
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5,030
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$
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6,003
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$
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7,280
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Rent
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$
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339,170
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$
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304,945
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$
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275,122
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Non-cash rent expense (open properties) (9)
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$
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26,525
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$
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31,034
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$
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33,626
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Non-cash rent expense (properties under development) (9)
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$
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5,972
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$
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2,705
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$
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3,918
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Net cash provided by operating activities
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$
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870,525
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$
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575,117
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$
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463,004
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Free cash flow (10)
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$
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206,466
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$
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273,580
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$
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(108,989)
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(1) We define Average Center revenue per center membership as Center revenue less On-hold revenue, divided by the average number of Center memberships for the period, where the average number of Center memberships for the period is an average derived from dividing the sum of the total Center memberships outstanding at the beginning of the period and at the end of each month during the period by one plus the number of months in each period.
(2) We measure the results of our centers based on how long each center has been open as of the most recent measurement period. We include a center, for comparable center revenue purposes, beginning on the first day of the 13th full calendar month of the center's operation, in order to assess the center's growth rate after one year of operation.
(3) Net new center openings is calculated as the number of centers that opened for the first time to members during the period, less any centers that closed during the period. Total centers (end of period) is the number of centers operational as of the last day of the period. During 2025, we opened 10 centers.
(4) Total center square footage (end of period) reflects the aggregate square footage excluding areas used for tennis courts, outdoor swimming pools, outdoor play areas and stand-alone Work, Sport and Swim locations. We use this metric for evaluating the efficiencies of a center as of the end of the period. These figures are approximations.
(5) Net income margin is calculated as net income divided by total revenue.
(6) We present Adjusted net income as a supplemental measure of our performance. We define Adjusted net income as net income excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations, less the tax effect of these adjustments.
Adjusted net income margin is calculated as Adjusted net income divided by total revenue.
The following table provides a reconciliation of net income and income per common share, the most directly comparable GAAP measures, to Adjusted net income and Adjusted net income per common share:
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Year Ended December 31,
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($ in thousands, except per share data)
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2025
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2024
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2023
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Net income
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$
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373,671
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$
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156,240
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$
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76,063
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Share-based compensation expense (a)
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51,750
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51,034
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50,144
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(Gain) loss on sale-leaseback transactions (b)
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(12,785)
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(2,618)
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13,624
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Capital transaction costs (c)
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1,531
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-
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-
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Legal settlements (d)
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(38,629)
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1,815
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787
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Asset impairments (e)
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5,791
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-
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6,620
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Employee retention credits (f)
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(54,572)
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-
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-
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Other (g)
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(22)
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8,844
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(4,328)
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Taxes (h)
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(1,213)
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(14,864)
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(13,206)
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Adjusted net income
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$
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325,522
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$
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200,451
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$
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129,704
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Income per common share:
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Basic
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$
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1.71
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$
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0.77
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$
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0.39
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Diluted
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$
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1.66
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$
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0.74
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$
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0.37
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Adjusted income per common share:
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Basic
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$
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1.49
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$
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0.99
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$
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0.66
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Diluted
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$
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1.44
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$
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0.95
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$
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0.64
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Weighted-average common shares outstanding:
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Basic
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218,031
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201,640
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195,671
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Diluted
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225,495
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211,164
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204,005
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(a)Share-based compensation expense recognized during the year ended December 31, 2025 was associated with stock options, restricted stock units, performance stock units, our employee stock purchase plan ("ESPP") and liability-classified awards related to our 2025 short-term incentive plan. Share-based compensation expense recognized during the year ended December 31, 2024 was associated with stock options, restricted stock units, performance stock units, our ESPP and liability-classified awards related to our 2024 short-term incentive plan. Share-based compensation expense recognized during the year ended December 31, 2023 was associated with stock options, restricted stock units, our ESPP and liability-classified awards related to our 2023 short-term incentive plan.
(b) We adjust for the impact of gains and losses on the sale-leaseback of our properties as they do not reflect costs associated with our ongoing operations. For details on the (gain) loss on the sale-leaseback transactions that we recognized during the years ended December 31, 2025, 2024 and 2023, see "Sale-Leaseback Transactions" within Note 10, Leases, to our consolidated financial statements in Part II, Item 8 of this Annual Report.
(c) Represents one-time costs related to capital transactions, including debt and equity offerings that are non-recurring in nature.
(d) We adjust for the impact of unusual legal settlements or judgments as these costs and proceeds are non-recurring in nature and do not reflect costs or proceeds associated with our normal ongoing operations. Nearly all of the adjustment for the year ended December 31, 2025 is payment of approximately $40 million by Zurich in partial satisfaction of legal claims against Zurich for its failure to provide certain business interruption insurance coverage related to the government-ordered suspensions of our club operations in 2020 during the COVID-19 pandemic, representing payment of up to $1.0 million plus interest for 26 occurrences of 29 total occurrences found by the Minnesota Court of Appeals in an order dated August 11, 2025. This payment is offset by legal-related expenses in pursuit of our claim against Zurich of $1.0 million, $0.6 million and $0.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. This adjustment also includes $1.3 million of other costs related to unusual legal settlements or judgments for the year ended December 31, 2024.
(e) Represents non-cash asset impairments of our long-lived assets related to non-club businesses, excluding impairments on development costs that are part of our normal course of business.
(f) Represents refundable payroll tax credits for employee retention under the CARES Act.
(g) Includes (i) a $13.8 million write-off of the unamortized debt discounts and issuance costs associated with the extinguishment of our former term loan facility and Construction Loan and the loss on the satisfaction and discharge of our 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes for the year ended December 31, 2024, (ii) (gain) loss on sales of land of $(5.0) million and $0.4 million for the years ended December 31, 2024 and 2023, respectively, (iii) gain on sales of the Company's triathlons and certain other assets of $(4.9) million for the year ended December 31, 2023, (iv) executive level severance of $0.5 million for the year ended December 31, 2023, and (v) other immaterial transactions that are unusual or non-recurring in nature of $(0.3) million for the year ended December 31, 2023.
(h) Represents the estimated tax effect of the total adjustments made to arrive at Adjusted net income using the effective income tax rates for the respective periods. Taxes for the year ended December 31, 2025 include $12.6 million in income tax benefits due to a significant exercise of stock options by our Chief Executive Officer that were set to expire in 2025.
(7) We present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as net income before interest expense, net, provision for income taxes and depreciation and amortization, excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by total revenue.
The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
($ in thousands)
|
2025
|
|
2024
|
|
2023
|
|
Net income
|
$
|
373,671
|
|
|
$
|
156,240
|
|
|
$
|
76,063
|
|
|
Interest expense, net of interest income (g)
|
82,263
|
|
|
148,095
|
|
|
130,797
|
|
|
Provision for income taxes
|
119,832
|
|
|
52,528
|
|
|
18,727
|
|
|
Depreciation and amortization
|
296,345
|
|
|
274,681
|
|
|
244,397
|
|
|
Share-based compensation expense (a)
|
51,750
|
|
|
51,034
|
|
|
50,144
|
|
|
(Gain) loss on sale-leaseback transactions (b)
|
(12,785)
|
|
|
(2,618)
|
|
|
13,624
|
|
|
Capital transaction costs (c)
|
1,531
|
|
|
-
|
|
|
-
|
|
|
Legal settlements (d)
|
(38,629)
|
|
|
1,815
|
|
|
787
|
|
|
Asset impairments (e)
|
5,791
|
|
|
-
|
|
|
6,620
|
|
|
Employee retention credits (f)
|
(54,572)
|
|
|
-
|
|
|
-
|
|
|
Other (h)
|
(22)
|
|
|
(4,995)
|
|
|
(4,328)
|
|
|
Adjusted EBITDA
|
$
|
825,175
|
|
|
$
|
676,780
|
|
|
$
|
536,831
|
|
(a) - (f) See the corresponding footnotes to the table in footnote 6 immediately above.
(g) Includes (i) a $13.8 million write-off of the unamortized debt discounts and issuance costs associated with the extinguishment of our former term loan facility and Construction Loan and the loss on the satisfaction and discharge of our 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes for the year ended December 31, 2024.
(h) Includes (i) (gain) loss on sales of land of $(5.0) million and $0.4 million for the years ended December 31, 2024 and 2023, respectively, (ii) gain on sales of the Company's triathlons and certain other assets of $(4.9) million for the year ended December 31, 2023, (iii) executive level severance of $0.5 million for the year ended December 31, 2023, and (iv) other immaterial transactions that are unusual or non-recurring in nature of $(0.3) million for the year ended December 31, 2023.
(8) Represents non-capital expenditures associated with opening new centers that are incurred prior to the commencement of a new center opening. The number of centers under construction or development, the types of centers and our costs associated with any particular center opening can vary significantly from period to period.
(9) Reflects the non-cash portion of our annual GAAP operating lease expense that is greater or less than the cash operating lease payments. Non-cash rent expense for our open properties represents non-cash expense associated with properties that were operating at the end of each period presented. Non-cash rent expense for our properties under development represents non-cash expense associated with properties that are still under development at the end of each period presented.
(10) Free cash flow, a non-GAAP financial measure, is calculated as net cash provided by operating activities less capital expenditures, net of construction reimbursements, plus net proceeds from sale-leaseback transactions and land sales.
The following table provides a reconciliation from net cash provided by operating activities to free cash flow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
($ in thousands)
|
2025
|
|
2024
|
|
2023
|
|
Net cash provided by operating activities
|
$
|
870,525
|
|
|
$
|
575,117
|
|
|
$
|
463,004
|
|
|
Capital expenditures, net of construction reimbursements
|
(891,483)
|
|
|
(524,535)
|
|
|
(697,993)
|
|
|
Proceeds from sale-leaseback transactions
|
227,424
|
|
|
207,421
|
|
|
121,831
|
|
|
Proceeds from land sales
|
-
|
|
|
15,577
|
|
|
4,169
|
|
|
Free cash flow
|
$
|
206,466
|
|
|
$
|
273,580
|
|
|
$
|
(108,989)
|
|
Factors Affecting the Comparability of our Results of Operations
Impact of Our Asset-light, Flexible Real Estate Strategy on Rent Expense
Our asset-light, flexible real estate strategy has allowed us to expand our business by leveraging operating leases and sale-leaseback transactions, among other asset-light opportunities. Approximately 71% of our centers are now leased, including approximately 84% of our new centers opened since 2015, versus a predominantly owned real estate strategy prior to 2015. Rent expense, which includes both cash and non-cash rent expense, will continue to increase as we lease more centers and will therefore impact the comparability of our results of operations. The impact of these increases is dependent upon the timing of our centers under development and the center openings, the timing of sale-leaseback transactions and terms of the leases for the new centers or sale-leaseback transactions.
Macroeconomic and Policy Trends
We have been monitoring the macroeconomic and policy environment and its impact on our business, including with respect to tariffs, inflation, interest rates, taxes and labor, as well as a potential economic recession or low growth and general economic and political conditions. See "-Overview-Macroeconomy and Policy Environment" for additional information.
Share-Based Compensation
During the year ended December 31, 2025, we recognized share-based compensation expense associated with stock options, restricted stock units, performance stock units, our ESPP and liability-classified awards related to our 2025 short-term incentive plan, totaling approximately $51.8 million. During the year ended December 31, 2024, we recognized share-based compensation expense associated with stock options, restricted stock units, performance stock units, our ESPP and liability-classified awards related to our 2024 short-term incentive plan, totaling approximately $51.0 million. During the year ended December 31, 2023, we recognized share-based compensation expense associated with stock options, restricted stock units, our ESPP and liability-classified awards related to our 2023 short-term incentive plan, totaling approximately $50.1 million. For more information on our share-based compensation arrangements, see Note 11, Stockholders' Equity, to our consolidated financial statements included in Part II, Item 8 of this Annual Report.
Critical Accounting Estimates
The preparation of financial statements in conformity with 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. Ultimate 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 operating results. We have identified below the following accounting policies and estimates that we consider to be critical.
Impairment of Goodwill and Indefinite-Lived Intangible Assets
We assess the recoverability of goodwill and indefinite-lived intangible assets, such as our Life Time trade name, on an annual basis, or more often if circumstances warrant. We assess the recoverability of goodwill 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. We assess the recoverability of the Life Time trade name through the use of the relief from royalty valuation method. If the fair value of goodwill or indefinite-lived intangible assets is less than net book value, we reduce the book value accordingly and record a corresponding impairment loss. Our policy is to test goodwill and indefinite-lived intangible assets for impairment on October 1 of each year. The valuation of goodwill and indefinite-lived intangible assets requires assumptions and estimates of many critical factors, including revenue and market growth, operating margins, membership trends, strategic initiatives, royalty rates and discount rates. A significant change in the factors noted above could cause us to reduce the estimated fair value of some or all of our reporting units or indefinite-lived intangible assets and recognize a corresponding impairment of our goodwill and indefinite-lived intangible assets in connection with a future impairment test. Adverse changes in strategy, market conditions or assumed market capitalization may result in an impairment of goodwill. Based upon our review and analysis, no material impairments of goodwill or indefinite-lived intangible assets were deemed to have occurred during any of the periods presented.
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. A long-lived asset group may include property and equipment, finite-lived intangible assets and/or operating lease right-of-use assets. 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. Judgments regarding existence of impairment indicators are based on factors such as operational performance (including revenue and expense growth rates), market conditions and expected holding period of the primary asset associated with each asset group. We evaluate long-lived asset groups for impairment at the lowest levels for which there are identifiable cash flows, which is generally at an individual asset group level. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to that asset group, compared to the carrying value of the related 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. Worsening operational performance, market conditions or change in expected holding periods of each asset may cause us to re-evaluate the assumptions used in management's analysis. We recognized impairment charges of $9.4 million, $11.0 million and $14.5 million associated with long-lived assets during the years ended December 31, 2025, 2024 and 2023, respectively.
Sale-Leaseback Arrangements
We assess each of our sale-leaseback arrangements to determine whether a sale has occurred under Accounting Standards Codification ("ASC") Topic 606: Revenue from Contracts with Customers("ASC 606"), as well as 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 or not 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.
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 off-market terms. These off-market adjustments are based on the difference between the sale price of the property and its fair value. The determination of the fair value of the property related to our sale-leaseback arrangements requires subjectivity and 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.
Results of Operations
Year Ended December 31, 2025Compared to Year Ended December 31, 2024
The following table sets forth our consolidated statements of operations data (amounts in thousands) and data as a percentage of total revenue for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
As a Percentage of Total
Revenue
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
Revenue:
|
|
|
|
|
|
|
|
|
Center revenue
|
$
|
2,908,707
|
|
|
$
|
2,546,651
|
|
|
97.1
|
%
|
|
97.2
|
%
|
|
Other revenue
|
86,548
|
|
|
74,344
|
|
|
2.9
|
%
|
|
2.8
|
%
|
|
Total revenue
|
2,995,255
|
|
|
2,620,995
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Center operations
|
1,568,611
|
|
|
1,392,421
|
|
|
52.4
|
%
|
|
53.1
|
%
|
|
Rent
|
339,170
|
|
|
304,945
|
|
|
11.3
|
%
|
|
11.6
|
%
|
|
General, administrative and marketing
|
244,611
|
|
|
221,047
|
|
|
8.2
|
%
|
|
8.4
|
%
|
|
Depreciation and amortization
|
296,345
|
|
|
274,681
|
|
|
9.9
|
%
|
|
10.5
|
%
|
|
Other operating expense
|
65,225
|
|
|
70,418
|
|
|
2.2
|
%
|
|
2.7
|
%
|
|
Total operating expenses
|
2,513,962
|
|
|
2,263,512
|
|
|
84.0
|
%
|
|
86.3
|
%
|
|
Income from operations
|
481,293
|
|
|
357,483
|
|
|
16.0
|
%
|
|
13.7
|
%
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
Interest expense, net of interest income
|
(82,263)
|
|
|
(148,095)
|
|
|
(2.7)
|
%
|
|
(5.7)
|
%
|
|
Equity in earnings (loss) of affiliates
|
232
|
|
|
(620)
|
|
|
-
|
%
|
|
-
|
%
|
|
Other income
|
94,241
|
|
|
-
|
|
|
3.1
|
%
|
|
-
|
%
|
|
Total other income (expense)
|
12,210
|
|
|
(148,715)
|
|
|
0.4
|
%
|
|
(5.7)
|
%
|
|
Income before income taxes
|
493,503
|
|
|
208,768
|
|
|
16.4
|
%
|
|
8.0
|
%
|
|
Provision for income taxes
|
119,832
|
|
|
52,528
|
|
|
4.0
|
%
|
|
2.0
|
%
|
|
Net income
|
$
|
373,671
|
|
|
$
|
156,240
|
|
|
12.4
|
%
|
|
6.0
|
%
|
Total revenue. The $374.3 million increase in Total revenue for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was due to continued strong growth in membership dues and in-center revenue, including higher average dues, membership growth in our new and ramping centers and higher member utilization of our in-center offerings, particularly in Dynamic Personal Training.
With respect to the $362.1 million increase in Center revenue for the year ended December 31, 2025 as compared to the year ended December 31, 2024:
•71.1% was from membership dues and enrollment fees, which increased $257.4 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. This increase reflects the growth in our new and ramping centers, as well as higher average monthly dues per Center membership during the year ended December 31, 2025 as compared to the year ended December 31, 2024; and
•28.9% was from in-center revenue, which increased $104.7 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. This increase was recognized across all of our primary in-center businesses and reflects the higher utilization of our offerings by our members, particularly Dynamic Personal Training, during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
The $12.2 million increase in Other revenue for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by the improved performance of our media and events business and Life Time Work locations.
Center operations expenses. The $176.2 million increase in Center operations expenses for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to operating costs related to our new and ramping centers, additional center operating expenses related to increased club utilization in our mature centers, as well as costs to support in-center business revenue growth.
Rent expense. The $34.2 million increase in Rent expense for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by sale-leaseback transactions, taking possession of other leased properties, as well as the recognition of a higher level of contingent rent expense, which is generally determined based on a percentage of center-specific revenue and/or other center-specific financial metrics over contractually specified levels, during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
General, administrative and marketing expenses. The $23.6 million increase in General, administrative and marketing expenses for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to increased incentive andbenefit-related expenses, center support overhead to enhance and broaden our member services and experiences, marketing, general corporate overhead, information technology costsand costs attributable to the secondary offering of our common stock completed in February and June 2025.
Depreciation and amortization expenses. The $21.7 million increase in Depreciation and amortization expenses for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to new center openings and capitalized software development costs.
Other operating expense. The $5.2 million decrease in Other operating expense for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to a $12.8 million net gain on sale-leaseback transactions during the year ended December 31, 2025 as compared to a $2.6 millionnet gain on sale-leaseback transactions during the year ended December 31, 2024 and $5.8 million of impairment charges related to non-club businesses during the year ended December 31, 2025 as compared to $11.0 million of impairment charges associated with property development cost write-offs during the year ended December 31, 2024, partially offset by the recognition of a $5.0 million gain on sales of outparcels of land during the year ended December 31, 2024 and increased costs to support other revenue growth during the year ended December 31, 2025.
Interest expense, net of interest income. The $65.8 million decrease in Interest expense, net of interest income for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was driven by lower average levels of outstanding borrowings and a lower interest rate largely as a result of interest rate swaps entered into in April 2025, increased capitalized interest, as well as the write-off of unamortized debt discounts and issuance costs associated with the extinguishment of our former term loan facility and Construction Loan and the loss on the satisfaction and discharge ofour 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes during the year ended December 31, 2024.
Other income. The $94.2 million increase in Other income for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was related to $54.6 million in net cash proceeds received in connection with employee retention credits under the CARES Act to provide certain relief as a result of the COVID-19 pandemic and a $39.6 millionpayment by Zurich in partial satisfaction of legal claims.
Provision for income taxes. The $67.3 millionincrease in provision for income taxes for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by an increase in earnings before taxes and a change in the valuation allowance in the prior year associated with certain of our deferred tax assets, partially offset by the excess tax deduction associated with share-based compensation. The effective tax rate was 24.3% and 25.2% for those same periods, respectively. The effective tax rate applied to our pre-tax income for the year ended December 31, 2025was higher than our statutory federal rate of 21% primarily due to the state income tax provisions and deductibility limitations associated with executive compensation, partially offset by the excess tax deduction associated with share-based compensation.
Net income. As a result of the factors described above, net income was $373.7 millionfor the year ended December 31, 2025 as compared to $156.2 million for the year ended December 31, 2024.
Liquidity and Capital Resources
Liquidity
Our principal liquidity needs include the acquisition and development of new centers, lease requirements and debt service, investments in our business and technology and expenditures necessary to maintain and update or enhance our centers and associated equipment and member experiences. We have primarily satisfied our historical liquidity needs with cash flow from operations, drawing on the Revolving Credit Facility, construction reimbursements and through sale-leaseback transactions.
As the opportunity arises or as our business needs require, we may seek to raise capital through additional debt or equity financing. There can be no assurance that any such financing would be available on commercially acceptable terms, or at all. Volatility in these markets may increase costs associated with issuing debt instruments or affect our ability to access those markets, which could have an adverse impact on our ability to raise additional capital, to refinance existing debt and/or to react to changing economic and business conditions. In addition, it is possible that our ability to access the credit and capital markets could be limited at a time when we would like or need to do so.
As of December 31, 2025, there were no outstanding borrowings under our Revolving Credit Facility and there were $31.8 million of outstanding letters of credit, resulting in total availability under our Revolving Credit Facility of $618.2 million. Total cash and cash equivalents at December 31, 2025 was $204.8 million, resulting in total cash and availability under our Revolving Credit Facility of $823.0 million.
The following table sets forth our consolidated statements of cash flows data (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Net cash provided by operating activities
|
$
|
870,525
|
|
|
$
|
575,117
|
|
|
$
|
463,004
|
|
|
Net cash used in investing activities
|
(685,735)
|
|
|
(292,744)
|
|
|
(574,160)
|
|
|
Net cash provided by (used in) financing activities
|
19,388
|
|
|
(284,385)
|
|
|
115,552
|
|
|
Effect of exchange rate on cash and cash equivalents and restricted cash and cash equivalents
|
113
|
|
|
(76)
|
|
|
61
|
|
|
Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
|
$
|
204,291
|
|
|
$
|
(2,088)
|
|
|
$
|
4,457
|
|
Operating Activities
The $295.4 million increase in net cash provided by operating activities for the year December 31, 2025 as compared to the year ended December 31, 2024 was primarily the result of increased business performance and profitability.
The $112.1 million increase in net cash provided by operating activities for the year December 31, 2024 as compared to the year ended December 31, 2023 was primarily the result of increased business performance and profitability.
Investing Activities
Investing activities consist primarily of the acquisition and development of new centers, expenditures necessary to maintain and update or enhance our centers and associated equipment and investments in our business and technology. We fund the purchase of our property, centers and equipment through operating cash flows, proceeds from sale-leaseback transactions, construction reimbursements and draws on our Revolving Credit Facility.
The $393.0 million increase in net cash used in investing activities for the year December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by a $366.9 million increase in capital expenditures, $15.6 million in lower proceeds from land sales and a $9.5 million acquisition of a trade name and related intangible assets associated with our LTH nutritional products,partially offset by $20.0 million in higher proceeds from sale-leaseback transactions.
The $281.4 million decrease in net cash used in investing activities for the year December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by a $173.5 million decrease in capital expenditures, a $85.6 million increase in proceeds that we received from sale-leaseback transactions, and a $11.4 million increase in proceeds from the sale of land during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
The following table reflects capital expenditures by type of expenditure (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Growth capital expenditures (1)
|
$
|
656,485
|
|
|
$
|
334,479
|
|
|
$
|
467,895
|
|
|
Maintenance capital expenditures (2)
|
125,801
|
|
|
108,635
|
|
|
102,880
|
|
|
Modernization and technology capital expenditures (3)
|
109,197
|
|
|
81,421
|
|
|
127,218
|
|
|
Total capital expenditures
|
$
|
891,483
|
|
|
$
|
524,535
|
|
|
$
|
697,993
|
|
(1) Consist of new center land and construction, initial major remodels of acquired centers, major remodels of existing centers that expand existing square footage, asset acquisitions including the purchase of previously leased centers and other growth initiatives.
(2) Consist of capital expenditures required to maintain the operating condition of our existing centers.
(3) Consist of capital expenditures related to updates and enhancements to our existing centers, technology investments and corporate infrastructure.
The increase in total capital expenditures for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by an increase in new center construction as we expand our new center openings to 12 to 14 centers per year, most of which will be large format ground up builds in 2026 and 2027, the acquisition of existing health club and racquet facilities, higher maintenance expenditures for member experiences and operational efficiencies, and higher modernization and technology expenditures for fitness floor reconfigurations, CTR expansion, center remodels and digital and artificial intelligence initiatives.
The decrease in total capital expenditures for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by the amount, timing and type of new center construction activity and higher modernization expenditures during the year ended December 31, 2023 as part of our pickleball expansion and studio and fitness floor conversions.
Financing Activities
The $303.8 million increase in net cash provided by financing activities for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by the purchase of U.S. government obligations in connection with the satisfaction and discharge of debt and the payoff of our former term loan facility and Construction Loan during the year ended December 31, 2024, lower repayments of debts and lower net repayments under our Revolving Credit Facility during the year ended December 31, 2025 as compared to the year ended December 31, 2024, partially offset by proceeds from our Term Loan Facility, 6.000% Senior Secured Notes and equity offering during the year ended December 31, 2024.
The $399.9 million increase in net cash used in financing activities for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by the purchase of U.S. government obligations in connection with the satisfaction and discharge of debt, the payoff of our former term loan facility and Construction Loan, lower net borrowings under our Revolving Credit Facility and payments of our mortgage notes, partially offset by the proceeds from our Term Loan Facility, 6.000% Senior Secured Notes and equity offering during the year ended December 31, 2024.
Cash Requirements
Our cash requirements within the next twelve months include accounts payable, construction accounts payable, accrued expenses and other current liabilities.
Our cash requirements greater than twelve months from various contractual obligations and commitments include:
Debt Obligations and Interest Payments
Refer to Note 9, Debt, to our consolidated financial statements included in Part II, Item 8 of this Annual Report for further detail of our debt and the timing of expected future principal payments. We expect to pay approximately $85.6million of interest in the next 12 months and approximately $402.8million of interest beyond 12 months.
Operating and Finance Leases
Refer to Note 10, Leases, to our consolidated financial statements included in Part II, Item 8 of this Annual Report for further detail of our lease obligations and the timing of expected future payments.
Deferred Compensation Obligations
Refer to Note 15, Executive Nonqualified Plan, to our consolidated financial statements included in Part II, Item 8 of this Annual Report for further detail of our deferred compensation plans.
Contracted Services
Contracted services include agreements with third-party service providers for software licenses and support, and marketing services. We expect to pay approximately $10.0 million for contracted services in the next 12 months and approximately $9.1 million beyond 12 months.
Capital Expenditures
Our primary capital expenditure requirements include growth capital expenditures, which include new center land and construction, initial major remodels of acquired centers, major remodels of existing centers that expand existing square footage, asset acquisitions including the purchase of previously leased centers and other growth initiatives, maintenance capital expenditures to keep our centers operational and meeting our standards, and capital expenditures for the modernization of existing centers and technology.
We believe we will generate adequate amounts of cash to meet our requirements and plans for cash in the short-term and long-term and expect to satisfy our short-term and long-term obligations through a combination of cash on hand, funds generated from operations, sale-leaseback transactions, the borrowing capacity available under our Revolving Credit Facility and additional debt and equity financing as needed.