Good morning, and welcome to the Life Time Group Holdings, Inc. Q2 2024 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator instructions] Please note this event is being recorded. I would now like to turn the conference over to Ken Cooper, Investor Relations. Please go ahead.

Good morning, and thank you for joining us for the second quarter 2024 Life Time Group Holdings earnings conference call. With me today are Bahram Akradi, Founder, Chairman and CEO; and Erik Weaver, Executive Vice President, CFO. 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 those forward-looking statements made today. There is a comprehensive discussion of risk factors in the company's SEC filings, which you are encouraged to review. The company will discuss certain non-GAAP financial measures, including adjusted net income, adjusted EBITDA, adjusted diluted EPS, net debt to adjusted EBITDA, or what we refer to as net debt leverage ratio, and free cash flow. This information along with the reconciliations to the most directly comparable GAAP measures are included, when applicable, in the company's earnings release issued this morning, our 8-K filed with the SEC and on the Investor Relations section of our website. With that, I'll turn the call over to Erik.

Thank you, Ken, and good morning, everyone. As always, we appreciate you being on the call with us. We are pleased to share with you our second quarter results, the full details of which can be found in the earnings release we issued this morning. For the second quarter, total revenue increased 19% to $668 million versus the prior year quarter, driven by a 20% increase in membership dues and enrollment fees and an 18% increase in incentive revenue. Active memberships increased 5% compared to last year to end the quarter at nearly 833,000 memberships. When combined with our digital on-hold memberships, total memberships ended the quarter at approximately 879,000. Average monthly dues were $198, up approximately 13% from the second quarter of last year. Revenue per active membership increased to $784 from $701 in the prior year period as we continued to benefit from higher dues and increased consumer activity. Net income for the quarter was $53 million versus $17 million in the second quarter of 2023. Adjusted net income was $52 million, an increase of $14 million versus the second quarter 2023. Diluted earnings per share was $0.26 compared to $0.08 per share in the second quarter last year. Adjusted EBITDA for the second quarter was $173.5 million, an increase of 28% versus the second quarter 2023. And our adjusted EBITDA margin of 26.0% increased 180 basis points as compared to the second quarter 2023. Net cash provided by operating activities increased 20% to $170 million as compared to the second quarter 2023. As a result of our strong financial performance, we generated positive free cash flow in the second quarter. In addition, we received net sale-leaseback proceeds of approximately $143 million in the second quarter. Free cash flow was $175 million in the second quarter compared to $21 million in the prior year period. As a reminder, we include proceeds from sale-leasebacks and the sale of land in the calculation of free cash flow. However, we are pleased to note that we delivered approximately $26 million of positive free cash flow this quarter before sale-leasebacks or land sale proceeds. We reduced our net debt to adjusted EBITDA leverage to 3.0x in the second quarter versus 4.3x in the prior year period. We are extremely pleased with our continued financial performance and the expedited fashion in which we are achieving our key financial objectives. I will now turn the call over to Bahram.

Thank you, Erik. On behalf of the Board of Directors and the entire team at Life Time, I would like to thank you for all of your contribution over the past 20 years and congratulate you on the well-deserved promotion to Chief Financial Officer. You have certainly earned it, my friend. Now to our financial results, during our Investor Day in May, we shared our strategies and priorities that have transformed Life Time into the best version we have ever seen. The numbers that Erik just shared with you demonstrate how strongly our members have embraced the Life Time brand and our dramatic evolution over the past three years. For Q2, we exceeded every one of our goals in terms of membership growth, retention, revenue, adjusted EBITDA, free cash flow, leverage and EPS. Every single financial goal we had set for ourselves and shared with you we exceeded. At the beginning of the year, we shared our objective of improving our net debt to adjusted EBITDA leverage ratio to 3x by year-end. We achieved this important milestone six months ahead of the schedule, and in the upcoming quarters, we will continue our path towards a leverage ratio of equal to 2.5x or less. We also shared our objective of becoming free cash flow positive by the end of the second quarter while funding double digit top line and bottom line growth. Again, we accomplished this objective and expect our free cash flow to improve over the quarters ahead as adjusted EBITDA grows and our interest burden is lightened. Our next objective is to achieve a BB credit rating in the near term. We also intend to extend the maturities of our debt in the coming quarters. We expect that the powerful combination of our revenue and adjusted EBITDA growth, our positive cash flow and BB rating will reduce our total interest expense, further enhancing our free cash flow and EPS. As we stated in our earnings release this morning, we are raising our revenue guidance for the year to $2.56 billion in the low end and up to $2.59 billion on the high end. The midpoint of this range will deliver approximately $1.31 billion of revenue in the back half of this year versus $1.14 billion last year, implying a 14.6% revenue growth rate for the second half of 2024. For adjusted EBITDA, we raised our guidance to $642 million on the low end up to $652 million on the high end. The midpoint of this range would deliver approximately $327.5 million of adjusted EBITDA in the back half of this year versus $280.7 million last year, implying a 16.7% adjusted EBITDA growth rate for the second half of 2024. I want to thank the entire incredibly dedicated Life Time team members for their relentless commitment to delivering the best experiences to our members and great financial results for our investors. With that, we now are ready to take your questions.

[Operator Instructions] Our first question will come from Alex Perry with Bank of America. You may now go ahead.

Hey, thanks for taking my questions and congrats on a really strong quarter here. I just wanted to first ask Bahram, the in-center business dollar contribution was really strong in the quarter. Can you just talk about sort of what drove the strength in the in-center business and sort of what the plans are for that?

It's the progress we're making on executing on our stated strategies that we had before. So we still have some room to go, we still have room to improve on the progress. Some clubs, as I've mentioned before, are ahead of others and they are really executing on the exact play. And the numbers are absolutely incredible. Some clubs are mediocre and some clubs still have significant opportunity. And our dashboards and our systems today are basically set up to identify where the opportunities lie and our team does an amazing job of getting together with those clubs where they still have significant opportunity and kind of troubleshoot how they can improve those. So we still have room in spa. We still have room in the cafe. We still have room in personal training. We still have room in many parts of our business to continue the progress on executing the strategies we had laid out for you guys.

Really helpful. And then my follow up is, it looks like you raised the EBITDA guide by more than you sort of beat the Street. I guess what's driving that? Is it based on the momentum you're seeing carry into the third quarter?

Yes, exactly, Alex, it's the momentum that we're seeing. As you noticed the -- we're new and we're seeing a nice flow through from that. So that's just continuing to carry from Q2 into Q3 and Q4. Exactly.

Best of luck going forward.

Our next question will come from Megan Alexander with Morgan Stanley. You may now go ahead.

Hi, this is Louise Doss on for Megan Alexander. You did -- you just did a 26% EBITDA margin, and your updated guide implies something in the 25% range for the year. I think you have said in the past that 2Q is a seasonally lower quarter from a margin perspective given the cost associated with the pool. So if that's the case, why can't you do better than a 26% in the second half? Was there anything unique about 2Q that we should be aware of as we think about the second half?

This is Erik. I'll take that. So Q2 was -- again, we had a lot -- we saw a lot of really great things. PT -- for example, we saw a nice growth in PT, stretch was a part of that. We had a very strong bistro season. So that helped us as well. And then we got some lift from the NCOs as well. As you know, we have typical seasonality as we go into Q3 and Q4, which is typical for our business. And so 26% margin is higher than we would guide you. And as we've said before, we're targeting at 23.5% to 24.5%. So it's a couple of things there, but that's -- those were the primary drivers.

And I want to add to that, Erik's statement is all absolutely correct. Look, a company needs to be thinking about the next three years, four years, five years and beyond. We need to continue to invest in developing new programs, new ideas and new initiatives that would accelerate the future growth of the company. And we feel strong that the 24%, 25% EBITDA margin is a great margin. And rather than trying to continue to squeeze that for more and start hurting the customer experience, we like to make sure we have the bullets to invest in the future of the company properly. So we do not want to guide you guys to a higher number than what we are putting in front of you. You have a choice to do what you want to do.

Our next question will come from John Heinbockel with Guggenheim. You may now go ahead.

Hey, Bahram, a question. Now that you've sort of gotten the balance sheet almost where you want it and sale-leasebacks have come back, maybe talk about your efforts to reaccelerate growth, right, and get to those 10 to 12 openings a year. Where do we stand on that process? And I think it's probably more, unless I'm wrong, '26 that we get there. But where do we stand on that when I think about the pipeline through -- whether it's the ground-ups or the takeovers, how do you think about that over the next two years?

It's a great question, John. We deliberately decelerated -- we deliberately decelerated the new club expansion to achieve the very, very important milestone of becoming cash flow positive, responsible in how we spend our cash. Yet we didn't slow down at all on searching and securing growth opportunities. As a result, we have a significant pipeline, where I believe over '24, '25 and '26 we can deliver easily 30-plus locations of a large format equivalent. So I am least worried. We had so much momentum in the benefit we would get, as we have stated before, from our strategic initiatives, and we knew we have tailwind momentum coming from all the existing clubs to deliver double-digit growth. We could balance the new club launch and -- but continue to build the pipeline. So our pipeline is more robust than ever, and I am absolutely confident we will deliver the type of top line and bottom line that you guys are looking for. And look, all the stuff we are doing right now is mapping out how we can accelerate the top line and bottom line growth from what we are willing to guide you to. And so that's a combination of additional unit growth and all the initiatives we have in the pipeline in the final stages of rollout for the rollout in '25 and '26, including LT Digital, LTH, Life Time Health products, as well as Life Time Partnerships, all of those things as well as MIORA. All of those things are additional opportunities to roll out. But our real estate pipeline is very, very robust.

Great. And maybe as a follow-up to that. I mean, look, it does make sense, right, to continue to reinvest in the business. But can you talk a little bit about -- I mean, you mentioned a few of them, right? But the things you want to invest in, right? Because you -- I mean you can leverage overhead pretty significantly. So the investment dollars are pretty -- are quite large. But one, what do you want to invest in kind of program-wise? And then two, maybe for Erik, the geography of that, is that all going to show up in center ops as opposed to G&A?

Well, let's go through this. I think the most important transformation in this era is AI. If you're not going to be ahead, you're going to be ridiculously behind. Technology is an area that you cannot not invest appropriately. So we continue to be open minded to see where we have to, where we must invest in terms of technology. So that's always going to eat some incremental capital. And I'm very, very intentful at Life Time with that. First, AI needs to improve the customer experience so that the customer has easier time to transact, easier time to engage. And then secondly, we need to use AI to create more additional efficiencies in the way we run everything. So that's one area that we're going to continue to keep a very, very keen eye on. And then the second piece is just continue to invest in developing new initiatives, new accelerators of growth. Initially, those things will cost money before they can actually pay a dividend. And again, we don't want to pigeonhole ourselves into, can we do more than 25% EBITDA margin? Sure. Do I want to guide anybody to it? Absolutely not. Hopefully -- I'm going to turn it over to Erik.

Yes. And John, just to answer your question there. As we think about those initiatives, it includes digital, retail, Bahram's mentioned cafe. We expect to see a lot of that come through -- our center performance. And so, yes, we'll invest the capital dollars, but we expect the margins of those initiatives to be accretive, not dilutive.

So initially, they take some money. You're just going to make sure you have enough cushion between -- the last thing we want to do is come back and basically disappoint the Street by saying, "Well, we have to invest in such in order to deliver the future. We are just making sure we are measured in how much we guide you guys.

Our next question will come from Brian Nagel with Oppenheimer. You may now go ahead.

Hey, guys. Good morning, Ryan, Erik, congratulations. Thank you. So I'll ask two really quick questions I'm merging together. Bahram and Erik, maybe just discuss -- you just recently opened a number of new units. Just the performance of those centers -- if you're seeing anything particularly notable as you're opening these centers? Then the second question -- and I know this is a question I've asked before, but I want to get an update. As analysts follow consumer, we keep looking around, we see signs of incremental weakness. We're clearly not seeing that in your results today. So I guess the question I have for you, Bahram, as you watch the behavior of your consumer, are you seeing anything to suggest a slower trend anywhere?

No, I can take that. Actually, quite the opposite. As I mentioned, we had a very strong bistro season. So we're seeing really good lift there. In our PT group, stretch, nutritionals, we're actually seeing an increase there. So as we look across our in-center business offerings, in almost all categories there we're seeing significant growth there. So we're actually experiencing quite the opposite. And that's part of the engagement and all the things that we've been doing to continue to get members using those services.

Yes. I think there are more opportunities in improving your execution than there are headwinds from a macroeconomic. So yes, I think that maybe the overall customer base for the full universe has got some challenges. But for an entity focused on particular deliverable, as long as you're delivering the customer what they're looking for, I think there's plenty of customers who are willing to pay for that. We are not seeing any weakness at all anywhere across our business.

Right. And then just on the new centers, anything there -- anything notable there?

Yes. Earlier in my comment there, new club openings are performing very well. They're at or above expectations. So we're seeing -- that was part of the lift I had mentioned earlier. So on track as expected.

Yes. They're actually ramping faster, generally speaking, than what we had seen in the past decade or so. And it's just a function of the fact that repositioning of the company to the brand delivers. I mean, this is one thing that I have to emphasize, our brand is delivering. When we announce a club going into a market, we will get a massive natural buildup of people on a waitlist just wanting to join that club. That allows us to navigate much more clearly on how to price the club and everything else as we roll it out. We also are seeing the most amazing reflection of the brand on the other side of the business, which is attracting the best talent. We're just opening a club in Westlake in Dallas. We are launching with 30 amazing personal trainers. The demand for lifestyle -- for these positions are right now virtually -- we have about 20x as many applicants as we need to fill positions. So it's really the best position we have ever been.

Congrats again.

Our next question will come from Simeon Siegel with BMO Capital Markets. You may now go ahead.

Thanks. Morning, everyone. Nice job. Hope you're all doing well and congrats on the promotion, Eric. So among the other achievements -- obviously, congrats on increased dues. You guys have been talking about that. Could you characterize how much of those increased membership dues was like-for-like increases in rate versus maybe new members signing up at higher rates or upselling? And then maybe -- it was nice to hear -- maybe speak a little bit more about the comment you made about the greater flow-through you're seeing on the revenue from the structural business improvements you guys have been doing?

Yes. Simeon, I can take the rate. So I would say it's roughly half and half. We're still seeing some -- we're seeing nice benefit from the new club openings. We're also seeing some nice benefit from -- as you know, we have the churn and members coming on at a higher rack rate. So if I were to split it, I would say roughly 50-50. And the second part of your question can you say that again? Was the structural...

Yes. You guys had a line in the release about -- I'm just seeing greater flow-through on revenues now from structural business improvements you've affected. So maybe -- that's great to hear. So maybe just elaborate on that a little bit more.

Yes. So earlier -- I think on one of the earlier calls we kind of said we saw just a little bit of cost creep there. We've done a nice job of -- especially, in our labor area year-over-year, we've done a great job of getting that down relative to prior year. So that's obviously a direct flow-through to our bottom line. So we've done a real great job of just getting labor hours, managing the summer hours and bringing those down versus prior year, not only in our new clubs, but our mature clubs.

Nice job, guys, and best of luck for the rest of the year.

Our next question will come from Owen Rickert with Northland Securities. You may now go ahead.

Hey, Bahram. Hey, Eric. Congrats on the stellar quarter here. Just quickly, could you provide us with some more color on initiation fees? I know they were implemented at the new Harbor Island location. But are fees going to become a bigger part of the story with new club openings going forward? And then quickly, can these fees go even higher given the extreme levels of demand for new clubs? I mean, there's 12,000 people on the waitlist at Harbor Island. So how does that influence initiation fees going forward?

Well, look, if you look at that number, it still always will be a miniscule number on a total dues revenue. So when we look at the membership revenue, I think initiation fee is 1%, 1.5%. It's just really a nonevent. It's more strategic than it is numerical. So again, I can't emphasize enough, for 30 years my team has focused on building the best brand in leisure space. I really believe they are delivering. I'm indebted to the entire Life Time team more than ever. They really are delivering on that brand experience. The brand experience is creating the demand. And then managing the experience requires you being thoughtful about how do you properly get the flow of the customer in and out of the club. So when clubs get to a waitlist status, that's almost like the ultimate status for a lead general at one of our locations to get their club to the level where they can actually go on a waitlist. That means they're delivering on the experiences to a level that the customer is appreciating that delivery. They're creating more demand than there is supply. Then managing that supply and demand becomes the opportunity. So we are more focused on applying a waitlist and a larger initiation fee to make sure we can deliver the right experience to you when you go to that club. And we're going to see more clubs achieve that by really honing in on what they're not doing right in that experience delivery. We have all the dashboards, and we guide them on, "Hey, here is where your opportunity is. You're not delivering the best experience in this part of your club and that part of your club". And the clubs who deliver on all aspects, the cafe is doing great, the spa is doing great, the PT is doing great, the kids program is doing great, the dues will automatically will do great. And so then you can add the -- then when you get to that level where you have more demand, you can put that in. So again, it's much more strategic than it is numerical. And I am really proud of our team for really embracing the strategies we launched post COVID. No salespeople. These results are with zero sales person in the company. We've told you guys this for the last three years, but maybe now the results speak for themselves. There's zero promotions. There is no advertising for the membership. And that really is all done through the hard, hard sweat of my team embracing the idea of being the best.

Great progress, guys. Love to see it.

Our next question will come from Alex Fuhrman with Craig-Hallum Capital Group. You may now go ahead.

Terrific.Thanks guys for taking my question. Bahram, you shared some really impressive numbers at the Analyst Day a couple of months ago about pickleball participation and court counts. Curious, have you continued to see pickleball scale over the last couple of months? And how big of an opportunity could there be to potentially build more courts?

Yes. We are on our continuous path of sort of delivering on the pickleball opportunity. We will continue methodically building locations, adding courts to get to that stated 1,000 courts in the next 18 months. And we just got our patent filed for the one, one of the problems with pickleball has been and as a player for the last three years been most frustrated with the pickleball, the ball itself. There are balls when you get to the higher level of play, everybody wants a faster ball, but then they have had all kinds of design flaws where they basically are inconsistent or the ones that the people like because they're fast. They break within like one game. But the most importantly, they play super inconsistent. So as an engineer, I looked at these balls, and I started looking at why is it so flawed in the design. So we designed a new ball. We took it through the testing to get through with our CAD folks in the company, which is basically designed it, tested it, ran with it, played with it, made two, three and we filed the patent officially yesterday, super excited about that. I think we have the answer, the ultimate answer to that thing. And so we're going to continue to play in that sport. I saw the opportunity to be the first leader in a sport where I believe as soon as the first time I played. I thought this will be the sport most participated by most people in North America, I think is got very high potential of being an Olympic sport by the next Olympics. So we're all in. We're all in. We're going to support the sports, just like we do with everything else. We're going to support other folks who want to play in this arena from an MLP to PPA partnerships, everybody else. And even other ball manufacturers or pedal manufacturers. We're going to try to help everybody. We think this is the sport that will get America off the couch into a physical activity, beyond pickleball what these people need to do is they need to actually work the rest of their bodies, so they don't get pickleball injuries. So some people, unfortunately, all they do is play pickleball. And if you -- all you do is do any 1 kind of sport you're prone to injuries. So Life Time provides the full picture for them. They can play the Pickleball, they can also do all the supplementary things they need to do from nutrition, to exercise, to training, to stretch all of those things is basically available in one-stop shop for everyone. We are fully committed to pickleball Alex.

Our next question will come from Logan Reich with RBC Capital Markets. You may now go ahead.

Morning everyone. Congrats on the results and congrats to Erik moving into the CFO role more permanently. My question was just on Q1. In the prepares you guys sort of alluded to, basically, the entire quarter was better than you expected on every sort of KPI. I guess I'm just trying to understand sort of what changed from relative to last quarter to this quarter? And what was so much better that drove the outperformance? And maybe just sort of expectations on those trends continuing through the year and through 2025?

So look, first quarter, we executed well and yet we left some opportunities on the table. It was abundantly clear to us that we needed to sort of focus our team. Our -- the way we run our company today is our lead general, we call them lead general rather than General Manager because everybody at Life Time leads, nobody manages. All the department has lead. They actually do the work in the front line to demonstrate and to be in the loop. So our lead generals run their clubs with quite a bit of autonomy. We have provided the most amazing revolutionary dashboards for them and support system from the corporate so we can break down their business for them, show them their opportunities and then show them where they are basically maybe missing the opportunities and then coach them and help them to kind of get better execution. We were able to see this execution more like a symphony. Our President of Club Operations, Parham, and our RVPs and our area directors as well as our lead generals, they absolutely embraced the fact that they have the opportunity to look and not have waste. I am very, very forceful that the experiences cannot be compromised. As you're basically looking for efficiencies, but you also don't want to waste. So they were able to respond. They literally responded within four weeks. I'm going turn it over to Erik to because as a controller as a CFO, as the guy who runs all the numbers and everything goes through him, he can tell you what he's seeing, the company's ability to react today versus three, four years ago, Erik?

Yes. And that was part of my comment earlier that I had made. In the first quarter, we had kind of said a little bit of that labor or cost creep. Again, we've addressed that, and we saw very nice progression on that year-over-year in Q2, which, of course, falls to the bottom line. As we mentioned, we get more dues flow through. Another thing that we're continuing to see is very, very good retention better than we had planned, better than we had expected. So you've got better retention. You've got some churn from members. We've got some really great progress that ops us making on the labor side. And then, of course, as we mentioned earlier, on the in-center businesses, if you look across PT, cafe, kids and aquatics, those are all up year-over-year. And again, that's indicating strong consumer demand for all of our products and services. So it's kind of -- it's all of those things that symphony that Bahram mentioned.

Got it. Super helpful. And then just one quick follow-up, if I could. I think you sort of alluded to maybe some gap in some center performance. I guess like if the centers that are maybe sort of lagging the higher-end centers. If those sort of got to maybe where the average is or if you guys sort of improve those just on the blocking and tackling that you guys need to do. Is there any sort of, I guess, like upside to the 25% margins, like I would assume those stores have lower margins I'm like would you reinvest those additional dollars? Or do you think you could get to above 25% margins while still being able to adequately invest for future growth?

All right. So I'm going to answer this a little differently to you. How many companies are delivering 25% EBITDA margin? I am adamant that we are not going to get pigeonholed into pushing, pushing, pushing until like most businesses, you basically start deteriorating your business, we're not going to guide you to a higher margin than that. Does it mean we can't deliver more than that once in a while? Yes, we probably can. Do I want you guys to go put those numbers in? Definitely, I don't, but you can do what you want. We want to be able to deliver time and time again to you guys. When we give you a guidance, we want to make sure we have a very, very high certainty of delivering that number. So we're not going to put our neck on the line. We're not going to tell you go to 26% because we did it in 1 quarter. Let's just enjoy the 25% for some time. If we can deliver more, we will deliver more.

Our next question will come from Michael Hirsch with Wells Fargo. You may now go ahead.

Hi there and congrats on the quarter, and congratulations to you, Erik. Given your recent pricing increases, could you talk about the competitive environment at this time? And also, how does Life Time react when competitors wave enrollment fees or discount?

I'm going to answer your second question first and then go through. We really are focused on our execution not concerned about others at all. The industry spends generally 5% or 6% of their revenue in marketing, on average, we're at 1.4% or less in the future. We just really don't focus on that. We're focused on being 1 of the highest end leisure companies, expanding the breadth of our offering to all aspects of lifestyle. And we don't really focus on what others are doing or not doing. And I think that, for the most part, should answer your question. We are not concerned about any particular group or party. I have repeatedly stated. If I personally left Life Time and I took top 100% -- the top 100 of my team members with me, there is no way for us to replicate anything that could put a dent into Life Time in the next decade or more. It's just the scale of having 175 and adding 10, 12 more per year of these type of facilities. Our technology, our brand, 130-plus billion impressions a year. We are focused on what we can do better. There are still tons of opportunities in inventing new programs and really focused on our customer rather than focused on our competitor.

Yes. And as a quick follow-up, could you talk about the sale-leaseback environment now? And how we should think about sale leasebacks and your cash flow profile into 2025?

So we have another $65 million, $66 million that we expect will get done here in the 3Q. And then we really haven't been pursuing anything else. I am pretty confident that we will see a much better rate environment for all those people in the sell leaseback market. They'll be able to get access to a better cost of capital, and that will translate directly to us. I also emphasized in my call, our next biggest goal is to establish this company A, which I think we're almost there as a mid-cap and growing, we could cross the $4.5 billion market cap, get to $5 billion, get beyond that, and most importantly, get to a BB credit, with a BB credit, the interest environment on the way down, I think the sell-leaseback market become way more robust and we can secure lower cost of capital on the debt side and on the sale leaseback, both the same. So I think the '25 looks incredibly more robust. We have full intention of playing our strategy as an asset-light company. We basically intend to recycle our owned real estate assets to basically, at the right time, at the right cap rate to fund the more accelerated growth in the next several years, okay? So sale-leaseback is the part of the strategy. It's just the timing of the sale-leaseback. We did as much as I think was prudent to do this year to achieve the 3x debt to EBITDA. The other nice thing, as we mentioned and you guys have noticed, is that the incremental rent, we knew it's nonevent relative to our over performance of EBITDA. So ultimately, this proceeds coming from sale-leaseback are largely to just lower the debt to EBITDA substantially. Again, our goal is to get to 2.5x sooner than later, hopefully, in the next six months or more or so. And then that puts us in exactly where we want to be free cash flow positive, 2.5x or less debt to EBITDA, $4.5 billion, $5 billion market cap and growing. So basically, all of those things stack up in Life Time's favor to have the best sale-leaseback rates going forward.

Our next question will come from Chris Woronka with Deutsche Bank. You may now go ahead.

Hey, good morning, guys. Thanks for taking the question. So for a lot of good stuff going on, a lot of positive trends, and you've got a pretty clearly articulated growth plan with a lot of legs to the stool. So the question is kind of how do you juggle all this? And do you have kind of the bandwidth internally to kind of as these things grow, because you've talked in the past, including at Analyst Day about keeping a double-digit top line, bottom line growth. Do you have the bandwidth at the -- I think really at the corporate level, but maybe a little bit down at the center level, too.

Great question. The answer is absolutely. Our -- I have never been more impressed with the Life Time team members. I am fully and entirely indebted to everyone from the frontline to my direct reports. The best alignment, the best teamwork I've ever seen in 30-some years. Everybody is acting as 1, nobody's self-centered and we can still deliver significantly more on other initiatives that we are adding on. So I have zero concern about us. And I love what I do. I don't like it. I love it. And I'm never for all of these guys who work with me from your banks, they know I'm always on. And so as the rest of my team. And we are -- there isn't a team member that I will give a call on a Saturday afternoon, Sunday night, and I don't get either a pick up the phone or answer but it's not just me, that's the way we all work together. Everybody is on, everybody is working as a team, it's never been better my friend.

Our next question will come from John Baumgartner with Mizuho Securities. You may now go ahead.

Good morning. Thanks for the question. First off, Bahram, I guess, I'm curious how you're thinking about member engagement and I guess, specifically utilization. That's been increasingly pretty strongly, coincidently with the investments you've made in programming the last couple of years. But how do you see utilization evolving from here? Is there sort of a historical high watermark for member utilization and engagement that you haven't yet recovered back to at this point? Is there a ceiling for engagement where you sort of tap out for the incremental ROI and programming moderates at some point? Just curious how you're thinking about utilization from here and how that governs your decisions for incremental programming investments.

It's a great question, and it's the core of all programming. So basically, the connectivity to the members, understanding your member knowing what incremental opportunities they have to maximize the benefit from their membership, guiding them and we are in the final weeks of launching L.AI.C, that's the Life Time AI companion to all of our members. We've been in beta mode with that for quite some time. And again, the goal there is to help customers find the best opportunities to engage, have social opportunities for them to come to the -- all the amazing events we have in group fitness, amazing events we have on the beach clubs. It's just a constant imagination and re-imagination of how we can deliver more incredible experiences to the customer. Again, we're a little a little bit frustrated when people just use the term gym because these places, as you guys know, it's like it's everything to our members. It's their social place, it's their beach club, is their programs, it's their network? Yes, they get a workout. But it's all of those things. And we are constantly working on how to improve those things from a member point of view. And as long as we continue to enhance the member point of view experiences, if the engagement should increase and the more engagement they have results in more demand for the clubs, more weightless, which is good for us, it also creates better retention, which is basically makes the churn go down, down, down. So we are fully engaged on it. I wouldn't say we are in any position to say this is it. We're never going to get better than this. But the numbers we have today are incredibly great. So they don't need to improve, but we'd like to see what we can do to make them go better. But this is amazing engagement I've ever seen in for the years in this industry.

Excellent. And a follow-up for Erik, on the operating leverage and specifically the overheads in the general and administrative line. The progress there has been pretty consistent for the past two years or so. And I'm curious how much efficiency you can still get on that G&A line going forward with all the moving parts around programming and leveraging what you've had in the last couple of years with sort of the outlet build-outs?

Yes, it's a good question. We've seen leverage. We've seen great leverage. I think we'll continue to see some leverage as we continue to grow. We will make some investments as we need to. But I would expect that we'll continue to see that lever down a little bit as we continue.

This concludes our question-and-answer session. I'd like to turn the conference back over to Bahram Akradi for any closing remarks.

All right. I just have one quick comment before I leave the call, I want to make sure the credit goes to where the credit is due. That's definitely not me. It's the entire Life Time team. I am most appreciative and impressed by the Life Time's passionate, incredible team for executing on this vision with so much love and passion. So thanks to all of my team. Thanks all of you guys.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.