Good afternoon, and Welcome to Life Time Group Holdings Conference Call to discuss Financial Results for the Third Quarter Fiscal 2021. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. Please be advised that reproduction of this call in whole or in part is not permitted without written authorization from the company. As a reminder, this call is being recorded. During this call, the company will make forward-looking statements, which involve a number of risks and uncertainties that may cause actual results to differ materially from our forward-looking statements. There is a comprehensive list of risk factors in the company's SEC filings, which you are encouraged to review. Also, the company will discuss certain non-GAAP financial measures, including Adjusted EBITDA and free cash flow before growth capital expenditures. This information, along with reconciliations to their most directly comparable GAAP measures, are included in the earnings release issued this afternoon in the company's 8-K filed with the SEC and on the investor relations section of Life Time's website. On the call for management today are Bahram Akradi, Founder, Chairman, and Chief Executive Officer, and Tom Bergmann, Chief Financial Officer. I will now turn the call over to Mr. Akradi to get started. Please go ahead, sir. Thank you, Jesse. Good afternoon, and thank you for joining us on our first earnings call following the close of our IPO in early October. It's great to speak with all of you as a public company once again. I especially want to thank and congratulate all Life Time team members for achieving this incredible milestone for a second time. First, I want to take the opportunity to reinforce the significant distinction that defines our business, so hopefully we don't have to address them again and again in the future. I will share a few highlights from the third quarter before turning it over to Tom to provide additional details on our results. Life Time is a comprehensive, highly differentiated, high-end, aspirational, healthy lifestyle brand. We have been consistently delivering the best places, programs, experiences, performers, and now the best digital platform as well. Our comprehensive athletic resort destinations are not gyms or fitness studios. We provide all aspects of a healthy way of life, including entertainment, nutrition, weight loss, athletic training, and sports for all ages, from 90 days old to 90 years old, both physically and digitally when possible. Ultimately, we aim to create a healthier, happier lifestyle for our communities and members. We're also committed to delivering long-term shareholder value through the significant growth opportunities presented by all aspects of our healthy way of life ecosystem. Life Time is in a very unique position with an incredibly trusted brand, millions of customers, difficult to replicate athletic resorts across the country, an amazing team and culture, all of which we are leveraging to continue our growth, particularly with the opportunities that have emerged in the last 20 months. Turning now to our financial results, we had a fantastic third quarter. Total revenue grew 66.7% from $231 million in the second quarter to $385 million in the third quarter this year. Total revenue also grew 19.2% from $323 million in the second quarter of 2021 to $385 million in the third quarter. Adjusted EBITDA grew from $4.2 million in the second quarter 2021 to $47 million in the third quarter. Center membership grew from 658,000 in the second quarter of 2021 to just over 668,000 in the third quarter. We achieved this despite nearly 20% of our large clubs still being impacted by additional COVID-19 masking and other related restrictions during the quarter. Regardless of any additional turbulence from COVID and its variants, we are in a great position to continue capturing market share. We expect to have a very robust recovery of our center memberships, membership dues, and Adjusted EBITDA in the first half of 2022, resulting in monthly Adjusted EBITDA catching up to 2019 in the summer and then exceeding 2019 monthly Adjusted EBITDA by the end of 2022. Our new center development pipeline continues to be very robust, with significant opportunities to expand. During the third quarter, we opened two new centers in Peabody, Massachusetts, at Northshore Mall and Coral Gables, Florida. As of September 30th, 2021, we have 12 new centers under construction. We have 10 or more planned new centers annually for the foreseeable future in an increasingly affluent markets. Life Time Digital is also in a great position for rapid growth in 2022 and beyond, resulting from our continued enhancement of this platform. We remain very focused on our core strategic goal of providing our growing community of members with the best, most comprehensive omni-channel health and wellness experiences and programming via our physical spaces and the digital platform. As I now turn it over to Tom, I want to emphasize that I have never been more excited about the future of Life Time. Tom? Great. Thanks, Bahram, and hello, everybody. I'll provide some additional detail on our third quarter and year-to-date results, as well as our outlook for the remainder of the year. In the third quarter, total revenue increased 67% to $385 million, driven by increases in both center and other revenue. Total center revenue increased 63% to $372 million, and was driven by increases in both membership dues and in-center revenue. Average center revenue per center membership also rebounded nicely to $555 from $349 in the same prior year period, reflecting increased spending with our in-center businesses, the continued execution of our pricing strategy, and the opening of new centers in more affluent markets. On a same-store basis, comparable center sales increased 59%. Center memberships increased approximately 17% to just over 668,000 as of September 30, 2021, compared to approximately 573,000 as of September 30, 2020. Our third quarter ending center membership balance also reflects a sequential increase of just over 10,000 memberships compared to the end of the second quarter of 2021. During the third quarter, as Bahram stated, nearly 20% of our clubs in various jurisdictions across the country, including some of our large markets, such as Chicago and North Carolina, had mask mandates and other COVID-19 related restrictions imposed on them during the quarter. In light of these restrictions and the typical seasonality in our business during this quarter, we are particularly pleased with the sequential quarterly growth in memberships. As Bahram shared, we have continued our relentless focus on delivering the very best premium experiences to our members. As we have delivered these premium experiences, we have strategically increased our new join membership prices across most of our centers in early 2021. We believe we can continually refine our pricing as we deliver exceptional experiences and find the optimal balance among the number of memberships per center, the member experience, and maximizing our return for each center. Third quarter average monthly dues per membership of $134 was approximately 10% higher than the average monthly dues per membership of $122 in the third quarter of 2019, and approximately 20% higher than the average monthly dues per membership of $112 in the third quarter of 2020. Important to highlight is that this increase in average monthly dues per membership shows our strategy is working by being able to charge higher new join membership rates and opening new centers in more affluent markets. We believe we also have the opportunity over time to increase legacy member pricing. We are using our experience and data analytics to look at member data and pricing across the portfolio of our clubs, and we expect to continue to raise prices thoughtfully and analytically while minimizing any member attrition. We expect average revenue per membership and average monthly dues per membership to continue to increase as we acquire more new members, increase legacy member pricing, and open new centers in increasingly affluent markets. Other revenue, which includes revenue generated from businesses outside of our centers, increased more than 4-fold to $13 million in the quarter and was primarily driven by our athletics event business as we were able to produce several of our iconic events during the third quarter of 2021 compared to the third quarter of 2020, when COVID-19 restrictions forced the cancellation of most of our events. Moving on to operating expenses. In the third quarter, total operating expenses increased 25.1% to $402.6 million versus the prior year period and included $4.1 million of share-based compensation expense and $2.5 million of non-recurring items. Center operations expense increased 40% to $232 million and was primarily driven by the reopening of our existing centers and the addition of 7 new centers, partially offset by staffing productivity and other cost efficiency initiatives at our centers. Rent increased 10.5% to $52.5 million, driven primarily by the sale-leaseback of 5 centers occurring since Q3 of 2020, and are taking possession of 6 sites for future centers where we started incurring GAAP rent expense, most of which is non-cash. General, administrative and marketing expenses increased 40.7% to $45.3 million, which included $4.1 million of share-based compensation expense and $0.6 million of non-recurring expenses. This increase is primarily due to the return of corporate team members who remained furloughed during the third quarter of 2020, and an increase in marketing spend with more clubs open during the third quarter of 2021 compared to the third quarter of 2020. Depreciation and amortization decreased by 0.5% to $58 million, and other operating expenses decreased 2.3% to $14.8 million. As a result of our continuing recovery, our operating loss improved 81% to $17.5 million, from $90.8 million in the prior year period. Net interest expense increased to $39.8 million from $31 million in the third quarter last year. This is due to a higher average net debt balance during this year's third quarter. Our third quarter effective tax rate was 20.8%, compared with 22.8% in the prior year period. This lower effective tax rate is primarily a result of valuation allowances against our state net operating loss carryforwards. Net loss was $45.4 million this quarter, compared with a net loss of $93.6 million last year, which included tax-affected expenses of $3.2 million related to share-based compensation and $2 million primarily related to a non-recurring loss on a sale-leaseback of one of our properties. Finally, as Bahram mentioned, Adjusted EBITDA improved significantly to $47 million from a loss of $12.4 million in the third quarter of last year. Moving on to the balance sheet. Cash and cash equivalents as of September 30th, 2021, was $44.8 million compared to $33.2 million as of December 31st, 2020. As you all know, we completed our IPO earlier this month, which generated proceeds of approximately $670 million after offering related underwriting discounts and other costs. We used the proceeds to repay $576 million of our senior secured term loan facility, which included a $5.7 million prepayment penalty and added cash to the balance sheet for general corporate purposes. Additionally, the underwriters in the IPO notified the company yesterday that they were exercising their option to purchase nearly 1.6 million additional shares of common stock at the $18 per share IPO price, which will result in additional net proceeds to the company of approximately $27.2 million after deducting underwriting discounts and commissions. We intend to use the net proceeds for general corporate purposes. Net capital expenditures totaled $79.8 million during the third quarter, compared with $45.6 million in the prior year. The increase is primarily due to a higher number of active new club construction projects and an increase in maintenance capital expenditures compared to last year's third quarter, when many of our clubs were just reopened or partially opened during the quarter. Turning now to our outlook. For Q4 2021, revenue is expected to be in the range of $350 million-$360 million, and Adjusted EBITDA is expected to be in the range of $48 million-$52 million. Included in this guidance is the closure of 4 smaller, non-premium, non-brand-right centers where the company has elected to allow the leases to expire. Also underlying this guidance is the assumption that current COVID-19 mask mandates and other related restrictions remain in place for the clubs that are currently under restrictions and do not impact more clubs than are affected today. With this guidance, we expect our fourth quarter Adjusted EBITDA margin to improve compared to the third quarter of 2021 as we continue to see the benefit of staffing and other cost efficiency initiatives, lower insurance and team member benefit costs, and lower real estate tax expense. Before closing, I want to join Bahram in sharing how pleased I am with how well-positioned the company is to continue to gain market share as demand for experiences and healthy living continues to grow. With the Life Time brand, our attractive member demographic, and our asset-light real estate development model, I believe we are poised for rapid expansion for the foreseeable future and the opportunity to serve and bring healthy living, healthy aging to more and more consumers across North America. To wrap it up, I want to reiterate Bahram's comments on how proud we are of the extraordinary Life Time team members who continue to deliver an unparalleled healthy way of life experience for our members and advance our strategic priorities. With that, I'll turn it back to you, Jesse, to open the call up for questions. Thank you. At this time, we will be conducting our question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question comes from the line of Brian Harbour with Morgan Stanley. Please proceed with your question. Yes. Hi there, guys. Congrats on completing the IPO. Thank you, Brian. Thanks. Maybe just the first question on some of the membership sign-up trends. Did you see, you know, kind of significant differences for clubs that had restrictions in place? What happened if some of those restrictions were lifted at all during the quarter? Maybe any comments on October. Just curious how that trended kinda throughout the quarter and perhaps into the fourth. Yeah, Brian, that's a great question. Those clubs, basically, the moment the mask mandate showed up, the clubs sort of stopped their membership recovery. They sort of didn't go back down, but they didn't really continue to grow the membership. The mask mandate is sort of like a break if you think about it. Now the positive news on that is in, you know, when we had mask mandates get lifted, prior to that, we saw the mask mandate gets lifted, it's an immediate surge of memberships coming back from hold and new people coming signing up. Tom? Yeah. I mean, I would just add, Brian, yeah, we definitely see a difference in performance once the mask mandates come into play. It's about, you know, 5%-6% difference in dues performance that we saw with those clubs with mandates imposed during the third quarter versus those that didn't. You know, pretty substantial change. It's a very fluid environment, as you know. Just yesterday, we found out that 3 of our clubs in different jurisdictions, the mask mandates being lifted, so some positive signs there. You know, as you know, still too early and, you know, that's why we expect it to be fluid here for the next quarter or two. Okay. As I mentioned before, this is really important. All of our insight, everything that we're picking up on a monthly basis, looking to see where the people are coming from, regardless, all of these, as I mentioned in my earlier remarks, all of these additional turbulence is continuing to work to our advantage. We're in a situation where we're looking at where the members are coming back. Some of them are obviously members, but many are coming from other places. Just the way we've handled team members and members for the last year and a half is paying huge dividends right now. Okay, great. Maybe just a second one on the pricing strategy, which, you know, you provided some good detail on that certainly. In terms of taking up pricing on some of the legacy members, has it actually started to happen yet or is that still ahead of you? How fast do you think you can kind of do that, and what would the magnitude be? You know, if you have done any of that yet, I guess, what are some of kinda your early observations about that? Let us try to, Tom and I, give you the best color we can give you so you can work your numbers. When you look at the current prices that we are selling versus the members who are not paying that price, we have roughly, in the gross amount, somewhere about $135 million of annual dues revenue. That's a huge number, and it's not all attainable at one time. We would never do it. Our plan is to sort of take about a third of that per year, rough and tough, and laid out very, very intelligently and from a customer-friendly standpoint. Having said that, when you look at the price increases across everything else, we haven't passed on any price increases to anyone for 24 months now. Our plan is for the first group of people getting some price increase early December, and then another, you know, batch will get it in January. As we mentioned before, deploying very, very sophisticated AI and our own analytics to kind of regroup that. The biggest opportunity at Life Time is pricing, and let me just elaborate on a little bit. When you look at our clubs today, after the price increases we put in place beginning of last year, more than 50% of our clubs even today are offering over 120-130 different types of classes per week of different types of group fitness, you know, yoga, spinning, other types, and the pools and the whole facility, the everything, all the sports, and the prices for the whole thing right now still significantly below what the single modality fitness studios for yoga, for cycling, for this or that would offer per month. We, as I have mentioned on the past calls with all of you guys, we had priced the company significantly too low at the get-go, and we had been sort of a very, very cautious and methodical as we had raised the price. When you're considering what has happened to all prices the last few years and to all other businesses, we're still significantly behind. We feel incredibly confident that we can not only add legacy pricing to where the rack rates are now, we also have room to continue to adjust the net rack rate again and still be substantially below those tiny little studios, offering just one thing. Hopefully that helps you. We have significant opportunity there to kind of deliver the numbers we need to in the foreseeable future. Tom? Yeah, I think Bahram covered most of it. Yeah, well, obviously, we have a lot of experience in the company of doing this, so we'll continue to do it thoughtfully in a member-friendly way, then later on, the artificial intelligence and data analytics that keep getting better and better within the company. To Bahram's point, we still have significant pricing power ahead of us. For our legacy members, I think it's important to note that our new join rates are well over 20% higher than our average legacy member price. We have a lot of room to move our legacy members up, again, very thoughtfully and analytically. These legacy members also have not had a price increase for over two years. That gives us, you know, spend a lot of time. You know, we're now 9-10 months into these higher prices, and we still see very strong acquisition performance overall across the portfolio. You know, I think Bahram and I feel really confident that we've got a fair amount of pricing power ahead of us still. Sounds good. Thank you, guys. Mm-hmm. Thank you. Our next question is coming from Robbie Ohmes with Bank of America Securities. Please proceed with your question. Oh, hey, Bahram and Tom. I had two questions. One was, I was wondering if, I know it's early, but could you speak to how, you know, the Coral Gables opening has gone and the recent New York location, you know, how those are performing versus expectations? Maybe on Coral Gables, again, I know it's very early, but is there anything that you've learned that applies to maybe other future vertical residential developments, you know, that you can highlight to us? Then my other question, just as you guys are commenting on the staffing cost efficiencies, can you maybe speak to, you know, how, you know, contrast that with providing great member experiences as you're, you know, sort of gaining efficiencies with staffing et cetera? Thanks. That's great questions. I'll take it then give it to Tom. As it relates to. Let me take it in reverse order. As it relates to staffing, we are spending more money on making sure the clubs are pristine, the services are at the highest level, not less money there. Where we had efficiencies in our system, substantial, is between. It was in the corporate, number one, then between the corporate and the clubs, the what we call the middle of the field, which we consolidate those roles and have less layers. Then finally, it was in consolidation of three positions into one. We took the front desk, member services, and sales into a member concierge program. That eliminated need for about 150 department heads because we either took the sales department head to the member concierge role, or we took the member services department head into that. The total experience is substantially superior to what it used to be, because as we mentioned to you guys, we are running these things like a Four Seasons, Ritz-Carlton. We're not driving promotional sales at all. To other questions that you asked, the memberships are working. Right now, every club, I mean, every month, we are actually hitting our internal expectation. We're gonna beat that with no promotion, no salespeople. We're gonna beat our internal goal that we have for sales this month. This is really promising because all of it is happening organically. It's not forced. It's not pushed through some promotion trying to get those numbers in. It's working. With the savings are there. The other place of saving was on the credit card charges, which when it's all worked out, that's a couple percent, you know, 1.5%-2% on the credit card charge. It will be almost about the same amount from the member consolidation of those three positions into one. We've really have done this very intelligently with a mindset that we actually wanna invest more in the clubs being more Four Seasons, more Ritz-Carlton, sort of a delivery. They're cleaner. We have better staff. We're very comfortable paying more to our frontline employees so that they're taken care of. Robbie, I would just add on your Coral Gables question, it's going extremely well. Some really good learnings. You know, that is a village that's branded Life Time Living. The landlord there has been ramping up with new units faster than they ever have at premium rents to what is in the Coral Gables market. The landlord is extremely pleased with the ramp there. The club is also ramping extremely well, as well. Early signs, and again, it's early, we opened it in mid-August, but you know, I think it shows a lot of confidence. Even the landlord there has said they're not doing another project, the real estate developer, without Life Time- Brand on it. being involved on it. Yeah, really good learnings. I think it reinforces our growth opportunities in those residential vertical developments. You know, Bahram and I could talk a long time about the number of active projects that are under discussion. Early signs are really positive. Very helpful. Thank you. Thank you. Our next question is coming from the line of John Heinbockel with Guggenheim. Please proceed with your question. Guys, let me start with where do you think your share gains are coming from and are gonna come from? You know, and as part of that, right, there's a little over 20 million upper income households out there. I'm curious where you think ultimately, and I'm thinking out, you know, maybe 10 years or more, you know, where your share could be of that cohort. Yeah. How are you doing, John? Great. As we look at these on a regular basis, about a third of the people joining are past Life Time members, so that's really just coming back to Life Time. About a third are coming from other larger fitness providers. You know, again, we emphasize there isn't a lot of other full service athletic resorts like Life Time, so they're coming from that type of stuff, and a lot are coming from studios, and quite a bit, interestingly enough, you know, quite a bit is coming back from home fitness. You know, what we hear from, this is what we talked about, omni-channel. What we hear right now on a constant basis, what we see analytically and anecdotally is that the customer is really using health and well-being in an omni-channel basis. Some of our own employees are doing some of the workouts in the club and they're doing some on our stream classes early in the morning before they come to work. I think it's an interesting observation that we have basically been able to watch for the last several months, and our confidence level that the answer is not digital or physical, it's actually omni, is what we're 100% on that visibility. Yeah. John, I would just add on to, you know, to your comment of 20 million high income households. You know, today we only sit with 155 locations, and I think this is why Bahram says he's more excited than he's ever been about Life Time, is that when we look at the real estate pipeline and the opportunity in our white space now between our traditional suburban model, the success we're seeing in Coral Gables and vertical residential, the helping reimagine and transform the malls, as well as potential urban locations. You know, as we get to 300, 400, 500 locations over the next 5, 10 years, that's gonna give us that ability to physically reach all of those members. On top of that, we've got the digital experience that we can grow as well side by side with it. I think, yeah, we'll continue to gain in the short term with the dislocation in the industry, but long term, I think the exciting part of it is we know that over half of the people who leave Life Time leave because they're moving away from close proximity to a Life Time. As we grow more locations, that's gonna give more people the opportunity to become a Life Time member. Just secondly, it's early, I know, but what's the experience been with the Signature membership, and how do you think about tiering generally, you know, maybe even something beyond Signature, which would have other amenities? Yeah. It's an interesting question again. Great question, John. We are working literally on a daily basis on sort of an assortment of this and what products and services will go into Signature. Do we create a second tier that has another bucket of services embedded in that and then maybe have a basic? What I can tell you from a modeling standpoint is my expectation is that, you know, by end of next year, our average dues, you know, our goal is to try to get it to roughly about $160+. What Tom mentioned was $130 some right now. I see virtually no difficulty or resistance achieving that by the end of next year. It really allows us to, and it could be higher than that. You know, we're not opening any club that the single rate is much less than $150, but sometimes to $250 for a single person. The family memberships on those clubs are coming up in the $200-$250, $260, $280 dollar rate or maybe $300 for a single membership. We have just a significant opportunity to sort this out. You know, it's a sort of opportunity honestly created from earlier mistakes. You know, we made the mistake in the past of pricing these too low, but today we have these assets that you can't literally replace for $60 million or $70 million, and we have been just charging way too little for them. You know, methodically and with consciousness for our customers, we have huge opportunity to keep adjusting those, and continue to keep going with the rate and delivering the experience that we talk about in a consistent fashion. Thank you. If I can just add, John, for 2022, when I look at our new club openings and, you know, you look at some of the affluent markets like Buckhead in Atlanta, where we're going into One Wall Street, 85 Jay. You know, when you look at the pipeline next year, our average dues are well over $200 for almost every opening next year, except for one. This is where, you know, as we continue to move into these more premium affluent markets, pricing plus the existing pricing power we have in our existing core clubs, lots of opportunity here to continue to drive our average dues up. Thank you very much. Thank you. Thanks, John. Thank you. Our next question is coming from Brian Nagel with Oppenheimer. Please proceed with your question. Hi, good afternoon. Hello, Brian. Hey, welcome back to the public markets. Oh, I am excited. Bahram, the first question I have, just, you know, looking at the really impressive year-on-year gain in average revenue per center membership. Now, I know you talked in your prepared comments and in response to some of the questions about the pricing. The question I want to ask, as you're seeing members come back now, as COVID is abating, is there anything you can tell us? The membership. Let's walk through this so there's no ambiguity. We typically gain memberships through June, and then between July, August, July, August is sort of flat, and we lose significant memberships typically every year, the last 10, 15 years in Q3, which basically in September. Netting our Q3 net membership down, typically, but this year, we were actually able to gain membership in Q3. Q4, same thing. We typically lose membership every year. This year, we may have membership go down slightly, but it will be significantly less drop than in the other years. Now, if those mask mandates were all lifted tomorrow or next week, there's a possibility we would actually not have that happen, you know, because we'll get a surge, as I mentioned to you. Now, when we normally gain all of our memberships throughout the year for the year every year is in the first and second quarter, which we expect it to be an absolute robust six months. You know, we will significantly gain membership count. As I mentioned, my, you know, plan, Tom's plan is we wanna give all of you guys run rate EBITDA per month by summer that matches or beats 2019 per month EBITDA. We have a very good projection on how we can get there. I was gonna throw in a couple. By the end of 2022, we expect to have that EBITDA be exceeding the 2019 monthly EBITDA. That's what we see, that's what we sort of expect to happen, and that's what we're working to deliver. Bahram, could you also just talk a bit about, you mentioned just the digital offering. You know, how from a consumer standpoint that you are integrating this digital offering into, you know, what has been the kind of physical experience of the centers? Right. Our every customer that we have right now of 1.4+ million customers, or 1.1 million of them, are regularly using our app. We are studying every day to see what they like, what they're using, you know, make that more robust. We are streaming out of our 10,000+ classes that we teach to our clubs, to our members in open clubs. We're streaming about 500 of those. I just want everybody to be clear that if we decide we wanna stream 1,000 or 1,500 of those a week, it's just a matter of decision. It'll take about a week to schedule them and get them going. We are we've been working. We have 40 engineers working on a brand-new platform so that we will transfer what you're already experiencing, which is great, into a much, much more robust platform, allowing us to have 10x, 20x more people using the programs without any sort of a glitch or something. Once that happens, we expect it to be next 6-7 months, then we will sort of decide on 2 things. A, you know, how much we put marketing power behind promoting that individually. B, does it need to be $15? Does it need to be $9? Does it need to... We will basically make those determination as we get there. But meanwhile, we see that our customer really is happy to be able to use that app when they're not able to come to club for whatever. Now, they can do the nutrition, they can do weight loss, they can do meditation, they get content, they can get one-on-one training. It's very, very comprehensive, robust, and we're continuing to add features, and every month we launch a new version. This very next few weeks, we launch the next version with Health Talks in it, which is podcast version of our Health Source delivering, you know, content that people really need to listen to. Does that help you, Brian? No, that's great. That's very helpful. Yes. Well, congratulations and best of luck here. Thank you. Thank you. Thank you. As a reminder, if you would like to ask a question at this time, please press star one on your telephone keypad. Our next question is coming from the line of Simeon Siegel with BMO Capital Markets. Please proceed with your question. Great. Thanks. Hey, guys, and also congrats on the first quarter. Back to public markets. Exciting stuff. Thank you, Simeon. Bram, I don't know if you just said it, but can you just let us know, so what were the total members in the quarter within the 668,000 memberships? And then Tom, maybe how much of the digital on-hold decline came from the conversions back to center memberships, and then how are you thinking about that rate of recapture going forward? Thanks, guys. Yeah. The 668,000 memberships come out to just over 1.3 million members, as of September 30th, as you get a mix change between singles, couples, and families as you transition from the June 30th quarter to the September 30th. We're just over 1.3 million members. I don't have the exact numbers of on-hold of what came back to full center versus what moved out. Typically, you know, it's, you know, 80%+ come back. Right now. Great. Yeah, I guess as we look at that. Sorry. Yeah, something like that's probably an opportunity for you guys to convert back. Yeah. Go ahead again. Yeah. It's Sorry. Digital on hold is one of our best opportunities because we stay in touch with those members while they're on hold. We keep engaging with them. We keep inviting them on a personalized basis to come back and enjoy their club and their favorite activities, their favorite instructors. It obviously has a virtually no cost of acquisition to bring those members back. It's really, it's one, you know, it's one of our short-term levers that we can use to really pull memberships back to full access or full center memberships. Yeah. To also be clear for you guys, there is a six months window with this. So if you go on hold, you decide when you are coming back. You give us that date, or at the maximum, you can be on hold for six months. So these people automatically rotate back in. And those members who have sort of gone to hold right now, you know, it's roughly 80,000-90,000 memberships on hold at this moment, these are the pros. These are the ones who really don't wanna give up their Life Time membership, and they go on hold, you know, the period that they can or if they need to, but then they really have the intention of coming back. So they don't require a lot of arm twisting for them to come back. Perfect. Thanks. If I can just one more. How are you guys thinking about the breakdown of membership dues versus in-center revenues going forward? Thanks. Yeah. Well, you know, historically, we've run about 63%-65% of dues to the total center revenue. In the future, I still think it's gonna run into the upper 60, so call it that, you know, 68%-70% range given the dues price increases that we've taken and the rebound of the in-center business revenue at a slightly slower pace than our dues recovery. I still think we're looking at the upper 60s for dues as a percentage of total center revenue. Perfect. Thanks a lot, guys. Best of luck for the rest of the year, and congrats again. Thanks, Simeon. Thank you. Thank you. Our next question is coming from Dan Politzer with Wells Fargo. Please proceed with your question. Hey. Thanks for taking my questions, and congratulations on the offering. Bram, I just wanna circle back so I make sure I understood it right on your commentary on the fourth quarter and the membership. It seems like there's a bunch of different dynamics taking place in terms of you have mask mandates and then the typical seasonality in the fourth quarter versus the third quarter, and you're against the backdrop of an improving, you know, recovery and kind of, you know, getting back out. How should we frame the recovery trajectory over the next couple quarters in terms of your memberships? Yeah. I think that's probably the most important piece of the whole equation. 4Q, it typically is every year, 4Q is a membership drop for Life Time. It's just a normal seasonality. People drop back out of this pool season, you know, sort of on September and October, some come to November. In December, we've sort of a flat, we don't really gain or lose memberships. This is on a typical year. We robustly, and I mean massively, 10, 12 thousand net memberships or more a month, it goes through the first quarter and second quarter. That's a normal year. This year, you know, there are massive amount of people sitting on the sidelines still from COVID and all the club closures. There is an abundance of what I would say customers to be grabbed. They are gonna look for the best programs and services across with the in on their interest. We expect to get enough additional access membership count by midsummer, early by early summer. The mix of dues we expect to basically get to the point where we can beat the 2019 dues numbers and EBITDA numbers on a monthly run rate EBITDA basis. It's just really all is gonna happen maybe typically right after Christmas is when we start seeing a massive demand coming in to the membership sign-up. This will be more robust as like our May, June, July, April, May, June was more robust than the past years. This year from December to June will be way more robust than other years because there is more people who are just waiting on the sidelines. Guys, we see it every day. We're confident of this. People are tired of doing stuff at home alone. We don't think they will give up. Not everybody will give up their home workout, but they definitely will do some home, those people and some they go back to their clubs to get some of that community and some of the differentiation that they can get only in the large athletic clubs. That's what we expect to have a really robust, you know, 7-8 months ahead of us. Yeah. Dan Got it. Thank Thank you. I would summarize the same thing. That is saying the fourth quarter, you know, it's gonna be, you know, choppy with all the COVID restrictions and mask mandates coming and going. We're closing those four small off-brand clubs I mentioned. That'll, you know, take away 9,000 memberships. We'll adjust for those when we look at the quarter to make sure we're on an apples-to-apples basis. Short-term, I think it's choppy, but, you know, I think what's important is we understand the business so well. We have teams really aggressively working on marketing campaigns now, so we can really position ourselves well going into Black Friday and then the holiday season in December, and really making sure that the marketing engines are running on all fronts as we hit the first of the year next year when consumers are really focused on fitness and their wellness. You're gonna find that, Tom. A lot of work being done really now, right now. Got it. Just for my follow-up, in terms of the real estate supply-demand dynamic, I mean, what are your conversations like with real estate partners in terms of cap rates, and I guess appetite for sale-leasebacks for some of your developments? Thanks. Well, that's really robust from that standpoint. We are definitely looking for record low sale-leaseback cap rates. There is no shortage of ability to get as much of this as we wanna get done in that 5 cap rates range, 5.25, 5.5. I think we can get as much as we wanna get done. If we wanna get it done at 5% or maybe a touch less, we just gotta work it a little more slow with it, kinda more methodical. The plan is to continue to look at that market. Rates are attractive and demand is high. On the new front, you know, we have, as I've mentioned to you, we have more robust. We are really the only capable company today, to deliver, you know, what the landlords need, whether if they're resi or mall, with a high-end, customer experience that Life Time delivers. We are in more discussion than any period I remember in the history of the company. Yeah. I think it's a good reminder, Dan. You know, Bahram and I are committed to reducing leverage in this company, and we have over $2.5 billion of owned real estate. So as the sale-leaseback rates become more attractive, we'll continue to look at opportunities. Since Tom is not looking at those construction numbers like I am, I would say that number is more like the market, you know, he's talking about what we had in the books. The book value. Post book value. Today, that real estate is worth well in excess of $3.5 billion. You can't replace it. Got it. Appreciate all the color. Thanks so much, guys. Thanks, guys. Thank you. Our next question is coming from Chris Carril with RBC Capital Markets. Please proceed with your question. Hi, Bahram. Hi, Tom. Thanks for taking the question. Maybe just following up on Simeon's question earlier about in-center revenue. Just curious about how those sales and demand for those services trended during the 3Q and perhaps what you're seeing in October, and just how you're thinking about near-term opportunities for the in-center revenue growth? Yeah Going forward here. The opportunity we are fine-tuning menu items on the cafe. We're working on transformations in the personal training. Lots of great activities moving on. Our expectation is all of those are gonna grow systematically with the memberships growing back to the much higher level than they are right now. As the clubs get closer to their full traffic, those revenue grows. What I wanna emphasize to you guys is that we have markets where the traffic, membership count, and utilization, all of these things are pretty much right back up to what they used to. PT is one that drags a little bit compared to others. We have expected that from a year and a half ago. We think that the PT has to be reinvented, in-person PT, to get to the point that it would do the similar revenues and margins as, you know, that it used to have in the past. Therefore, we have come up with other ways, as I mentioned earlier in the call, that we make up for that EBITDA that the PT is not gonna generate from the other programs that we have implemented, the consolidation of some of the roles, some of the other savings. We expect to achieve those similar EBITDA from the clubs at this point, with a lower, maybe about a 30%-35% lower PT revenue than it was there. Now, if we can figure out a path to reverse that and have the PT go back up, then that would be all incremental, marginal, revenue and margin for the company. Everything else is gonna get back to where it was and beyond in terms of revenue and margin, both cafe, spa, kids, all of those. We have implemented a lot of really, really interesting programs. We have tween programs for the kids between sort of a 9-year-old to 13-year-old, which we didn't have before. We're seeing great traction for those classes. We've been reinventing nonstop the last 12 months as we've been having a chance to get reopened. We have some really good new sort of a findings in the things that are working, and we're just rolling those out more robustly. Got it. Thanks for all the detail here. Thank you. Thank you. Our next question is coming from the line of Brandt Montour with J.P. Morgan. Please proceed with your question. Hi, can you guys hear me? Yes. How are you? Good. Good, thanks for taking my questions, guys. I also wanna echo congratulations on the offering. Most of my questions have been answered. I have one question. In the spirit of the sort of repositioning of the brand to the higher end, you talked a lot about pricing. I know the pricing will be one of the major levers there. You know, we didn't really talk about the wait lists at your clubs. I know it's come up in the past, I know it's not a big thing. Is that something that is prevalent at most of your clubs? Are there a lot of situations where wait lists are growing? Is that a lever for you in terms of repositioning the sort of the brand and exclusivity of the brand? What we had launched very robustly is to have a wait list program for openings of new clubs, and we had significant visibility to how they are gonna perform when we would open them up. We're still doing exactly the same approach, same method. The clubs, you know. Again, with this new strategy, we're gonna have more clubs that they're gonna get to that point where we have to figure out how to create a wait list for them. The challenge with having 150, 160, 170 of these is that you have to manage, and then you have that sort of a high-end membership where people buy the top-tier membership so they can go to any club. You know, you gotta kind of figure out how to not let them go to a certain club. That's been always a challenge. The way we try to manage that is adjust the price. As an example, we opened Biltmore at like $159. We went to $179. We went to $199. I'm just moving it up to $219 a month. This is in Arizona. We can basically keep adjusting the rack rate up till we can balance the membership in the club precisely where we want to. Does that help you? That's exactly what I was looking for. That's it for me. Congrats again. Thank you. Thank you. Thank you. Ladies and gentlemen, we have reached the end of our question-and-answer session. I'd like to pass the floor back over to management for any additional closing comments. Thank you, Jesse. I wanna thank all of you guys once again. I wanna thank all the new shareholders that stepped in and helped us achieve this transaction. I wanna thank our existing shareholders and partners who have been with us for quite some time, and they stepped up and bought even more. They have great confidence in the company. We are committed, as we always have been, to deliver to our customers, to our shareholders, and to our team members, and we will do all we can to make sure you guys have a fantastic investment with us. With that, I wanna thank you guys. Tom? Well, thank you for joining us today. I really appreciate everybody. Talk to you soon. Bye. Thank you, Jesse. My pleasure. Ladies and gentlemen, this does conclude today's teleconference and webcast. Once again, we thank you for your participation, and you may disconnect your lines at this time.