Life Time Fitness Announces First Quarter 2011 Financial Results

Revenue Grew 9.5%; Diluted EPS was $0.51 and Non-GAAP Diluted EPS was $0.52

CHANHASSEN, Minn.--(BUSINESS WIRE)-- Life Time Fitness, Inc. (NYSE:LTM), The Healthy Way of Life Company, today reported its financial results for the first quarter ended March 31, 2011.

First quarter 2011 revenue grew 9.5% to $240.6 million from $219.8 million during the same period last year.

Net income for the quarter was $20.8 million, or $0.51 per diluted share, compared to net income of $17.8 million, or $0.44 per diluted share, for 1Q 2010. Non-GAAP net income for the quarter was $21.4 million, or $0.52 per diluted share. This non-GAAP net income excluded $1.0 million (pretax) of non-cash performance share-based compensation expense relating to a June 2009 grant of performance share-based restricted stock. This expense was recognized as a result of the Company's determination in 4Q 2010 that achieving certain 2011 diluted earnings per share performance criteria was probable and, if met, would result in the vesting of 50% of the stock.

"I am pleased with our first quarter operating results, which included strong top-line and in-center revenue expansion, and net income growth," said Bahram Akradi, chairman, president and chief executive officer. "Our results also reflect the ongoing progress we've made in driving our member experience and connectivity objectives. Our focus remains on growing our Healthy Way of Life Company by providing our members and customers with programs and services that are important to them both inside and outside of our health and fitness centers, all while delivering positive free cash flow and strengthening our balance sheet. Our business model is strong and the investments we currently are making further position us for long-term growth and success."

During the quarter, Life Time opened a large-format center in Syosset, New York, the first Life Time location in New York. In May, the Company plans to open its second and third large-format centers planned for 2011 in Colorado Springs, Colorado, and Summerlin, Nevada. These new centers will represent the fourth Life Time location in Colorado and first in the Las Vegas market.

Three Months Ended March 31, 2011, Financial Highlights:

Total revenue for the first quarter grew 9.5% to $240.6 million from $219.8 million.


(Period-over-period growth)                             1Q 2011 vs. 1Q 2010

    --  Membership dues                                 8.9%

    --  Enrollment fees                                 (17.8%)

    --  In-center revenue                               12.4%

    --  Same-center revenue (open 13 months or longer)  5.3%

    --  Same-center revenue (open 37 months or longer)  3.8%

    --  Average center revenue per membership           $379 - up 2.9%

    --  Average in-center revenue per membership        $118 - up 6.0%



Memberships grew 6.0% to 650,784 at March 31, 2011, from 613,882 at March 31, 2010.

    --  Quarterly attrition in 1Q 2011 was 8.4%, down from 8.5% in the
        prior-year period.
    --  Attrition for the trailing 12-month period ended March 31, 2011, was
        36.1% compared to trailing 12-month attrition of 39.3% at March 31,
        2010.

Total operating expenses during 1Q 2011 totaled $200.4 million compared to $182.1 million for 1Q 2010. Excluding the $1.0 million (pretax) of performance share-based compensation expense, 1Q 2011 operating expenses were $199.4 million.

    --  Operating margin was 16.7% for 1Q 2011 compared to 17.1% in the
        prior-year period.
    --  Excluding the performance share-based compensation expense, 1Q 2011
        operating margin was 17.1%.


(Expense as a percent of total revenue)                     1Q 2011 vs. 1Q 2010

    --  Center operations (includes $0.3 million of         62.1% vs. 62.5%
        performance share-based compensation expense in 1Q
        2011)
    --  Advertising and marketing                           3.6% vs. 3.1%

    --  General and administrative (includes $0.7 million   5.3% vs. 4.9%
        of performance share-based compensation expense in
        1Q 2011)
    --  Other operating                                     2.5% vs. 2.0%

    --  Depreciation and amortization                       9.8% vs. 10.4%



Net income for 1Q 2011 was $20.8 million, or $0.51 per diluted share, compared to net income of $17.8 million, or $0.44 per diluted share, for 1Q 2010.

Non-GAAP net income for the quarter, excluding the performance share-based compensation expense, was $21.4 million, or $0.52 per diluted share.

EBITDA for 1Q 2011 was $64.2 million compared with $60.7 million in 1Q 2010. As a percentage of total revenue, EBITDA in 1Q 2011 was 26.7% compared to 27.6% in 1Q 2010.

Adjusted EBITDA for the quarter, excluding performance share-based compensation expense, was $65.1 million. As a percentage of total revenue, adjusted EBITDA in 1Q 2011 was 27.1%.

Cash flows from operations for 1Q 2011 totaled $60.1 million compared to $53.9 million in 1Q 2010.

Weighted average fully diluted shares for 1Q 2011 totaled 40.9 million compared to 40.8 million in 1Q 2010.

Updated 2011 Business Outlook:

The following statements are based on the Company's current expectations for fiscal year 2011, which incorporate 2010 and early 2011 operating trends and are subject to the risks and uncertainties described below:

    --  Revenue is expected to increase 7-9%, or $980-995 million (up from 6-8%,
        or $970-990 million), driven primarily by growth in in-center revenue
        and corporate businesses, as well as membership growth in new and
        ramping centers.
    --  Net incomeis expected to increase 14-18%, or $92.0-95.0 million (updated
        from 13-18%, or $91.0-95.0 million), driven by revenue growth and cost
        efficiencies.
    --  Non-GAAP net income(excluding the impact of performance share-based
        compensation expense) is expected to be $94.5-97.5 million (updated from
        $93.5-97.5 million).
    --  Diluted earnings per common shareis expected to be $2.21-2.29 (updated
        from $2.19-2.29).
    --  Non-GAAP diluted earnings per common share (excluding the impact of
        performance share-based compensation expense) is expected to be
        $2.27-2.35 (updated from $2.25-2.35).

As announced on February 14, 2011, the Company will hold a conference call today at 10:00 a.m. ET to discuss its first quarter 2011 results. Bahram Akradi, Michael Robinson, executive vice president and chief financial officer, and John Heller, senior director, investor relations & treasurer, will host the conference call. The conference call will be webcast and may be accessed via the Company's Investor Relations section of its website at lifetimefitness.com. A replay of the call will be available the same day via the Company's website beginning at approximately 1:00 p.m. ET.

The Company also announced on April 14, 2011, that its Annual Meeting of Shareholders will be held at the Life Time Fitness headquarters (2902 Corporate Place in Chanhassen, Minnesota) at 2:00 p.m. ET today. The meeting will be webcast and may be accessed live via the Company's investor relations section of its website at lifetimefitness.com. A replay of the webcast will be available beginning at approximately 5:00 p.m. ET today, and remain available for 30 days.

About Life Time Fitness, Inc.

As the Healthy Way of Life Company, Life Time Fitness (NYSE: LTM) delivers the certified professionals, comprehensive businesses and incredible destinations that help people positively change their lives every day. The Company's healthy way of life approach enables its customers to achieve their health and fitness goals by engaging in their areas of interest - or discovering new passions - both inside and outside of Life Time's distinctive and large sports, professional fitness, family recreation and spa destinations. As of April 21, 2011, the Company operated 90 centers under the LIFE TIME FITNESS(R) and LIFE TIME ATHLETICSM brands primarily in suburban locations in 20 states and 24 major markets. Additional information about Life Time centers, programs and services is available at lifetimefitness.com.

Forward-Looking Statements

Certain information contained in this press release may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause the Company's actual results in the future to differ materially from its historical results and those presently anticipated or projected. Among these factors are attracting and retaining members, risks related to our debt levels and debt covenants, our ability to access existing credit facilities and obtain additional financing, strains on our business from continued growth, risks related to maintenance of our data, competition from other health and fitness centers, identifying and acquiring suitable sites for new centers, delays in opening new centers and other factors set forth in the Company's filings with the Securities and Exchange Commission. Diluted earnings per common share could also be affected by the number of shares outstanding, which depends on factors such as the number of shares issued upon exercise of stock options and future grants of awards pursuant to equity-based incentive plans as well as stock offerings. The Company's expectations for fiscal year 2011 exclude any unusual items that might occur during the fiscal year, such as litigation matters or the potential recognition of additional performance share-based compensation expense related to the June 2009 grants. While the Company has determined that 2011 diluted earnings per common share performance criteria required for vesting of 50% of the stock is probable and anticipates recognizing additional performance share-based compensation expense in 2011, the Company may not be able to meet those criteria due to risks and uncertainties, including those factors described above.

The Company cautions investors not to place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update such statement to reflect events or circumstances arising after such date. All remarks made during the Company's financial results conference call will be current at the time of the call and the Company undertakes no obligation to update the replay.


LIFE TIME FITNESS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)

                                            March 31,    December 31,
                                            2011         2010

                                            (Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents                   $ 11,264     $ 12,227

Accounts receivable, net                      7,224        5,806

Center operating supplies and inventories     17,754       17,281

Prepaid expenses and other current assets     18,544       13,318

Deferred membership origination costs         13,643       14,728

Deferred income taxes                         2,338        3,628

Income tax receivable                         -            9,916

Total current assets                          70,767       76,904

PROPERTY AND EQUIPMENT, net                   1,582,210    1,570,234

RESTRICTED CASH                               2,619        2,572

DEFERRED MEMBERSHIP ORIGINATION COSTS         7,231        7,251

GOODWILL                                      13,322       13,322

OTHER ASSETS                                  49,090       48,197

TOTAL ASSETS                                $ 1,725,239  $ 1,718,480

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Current maturities of long-term debt        $ 6,716      $ 7,265

Accounts payable                              21,206       18,913

Construction accounts payable                 22,100       24,342

Accrued expenses                              50,180       50,802

Deferred revenue                              36,240       32,095

Total current liabilities                     136,442      133,417

LONG-TERM DEBT, net of current portion        581,495      605,279

DEFERRED RENT LIABILITY                       32,916       32,187

DEFERRED INCOME TAXES                         89,291       89,839

DEFERRED REVENUE                              7,304        7,279

OTHER LIABILITIES                             9,981        9,901

Total liabilities                             857,429      877,902

SHAREHOLDERS' EQUITY:

Common stock                                  846          839

Additional paid-in capital                    421,171      414,922

Retained earnings                             445,623      424,787

Accumulated other comprehensive income        170          30

Total shareholders' equity                    867,810      840,578

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $ 1,725,239  $ 1,718,480




LIFE TIME FITNESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)

                                                      For the Three Months Ended
                                                      March 31,

                                                      2011         2010

REVENUE:

Membership dues                                       $ 158,013    $ 145,165

Enrollment fees                                         5,201        6,324

In-center revenue                                       73,689       65,532

Total center revenue                                    236,903      217,021

Other revenue                                           3,742        2,750

Total revenue                                           240,645      219,771

OPERATING EXPENSES:

Center operations                                       149,552      137,584

Advertising and marketing                               8,563        6,772

General and administrative                              12,651       10,700

Other operating                                         5,992        4,308

Depreciation and amortization                           23,624       22,765

Total operating expenses                                200,382      182,129

Income from operations (operating margin)               40,263       37,642

OTHER INCOME (EXPENSE):

Interest expense, net                                   (5,504  )    (8,097  )

Equity in earnings of affiliate                         301          301

Total other income (expense)                            (5,203  )    (7,796  )

INCOME BEFORE INCOME TAXES                              35,060       29,846

PROVISION FOR INCOME TAXES                              14,224       12,010

NET INCOME                                            $ 20,836     $ 17,836

BASIC EARNINGS PER COMMON SHARE                       $ 0.52       $ 0.45

DILUTED EARNINGS PER COMMON SHARE                     $ 0.51       $ 0.44

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING    40,362       39,746
- BASIC

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING    40,949       40,780
- DILUTED




LIFE TIME FITNESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

                                                   For the Three Months Ended
                                                   March 31,

                                                   2011         2010

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                         $ 20,836     $ 17,836

Adjustments to reconcile net income to net cash
provided by operating activities:

Depreciation and amortization                        23,624       22,765

Deferred income taxes                                741          (1,826  )

Loss on disposal of property and equipment, net      137          104

Amortization of deferred financing costs             587          849

Share-based compensation                             3,308        1,775

Excess tax benefit related to share-based payment    (2,074  )    -
arrangements

Changes in operating assets and liabilities          13,196       12,238

Other                                                (232    )    134

Net cash provided by operating activities            60,123       53,875

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment                  (38,363 )    (23,039 )

Acquisitions, net of cash acquired                   (1,245  )    -

Proceeds from sale of property and equipment         338          20

Decrease in other assets                             (22     )    (237    )

Decrease (increase) in restricted cash               (47     )    507

Net cash used in investing activities                (39,339 )    (22,749 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of long-term borrowings                   (2,184  )    (32,666 )

Proceeds from (repayments of) revolving credit       (22,200 )    7,800
facility, net

Increase in deferred financing costs                 -            42

Excess tax benefit related to share-based payment    2,074        -
arrangements

Proceeds from stock option exercises                 774          371

Proceeds from employee stock purchase plan           336          -

Stock purchased for employee stock purchase plan     (547    )    -

Net cash used in financing activities                (21,747 )    (24,453 )

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     (963    )    6,673

CASH AND CASH EQUIVALENTS - Beginning of period      12,227       6,282

CASH AND CASH EQUIVALENTS - End of period          $ 11,264     $ 12,955



Non-GAAP Financial Measures

This release and the related conference call disclose certain non-GAAP financial measures.

EBITDA and Adjusted EBITDA. Earnings Before Interest, Income Taxes and Depreciation and Amortization (EBITDA) is a non-GAAP disclosure consisting of net income plus interest expense, net, provision for income taxes and depreciation and amortization. This term, as the Company defines it, may not be comparable to a similarly titled measure used by other companies and is not a measure of performance presented in accordance with GAAP. The Company uses EBITDA as a measure of operating performance. The funds depicted by EBITDA are not necessarily available for discretionary use if they are reserved for particular capital purposes, to maintain compliance with debt covenants, to service debt or to pay taxes. EBITDA should not be considered as a substitute for net income, net cash provided by operating activities or other income or cash flow data prepared in accordance with GAAP. Additional details related to EBITDA are provided in the Form 8-K that the Company filed with the Securities and Exchange Commission on the date of this press release.

In 4Q 2010, the Company determined that achieving a 2011 diluted earnings per common share performance criteria required for the vesting of 50% of performance share-based restricted stock granted in June 2009 was probable. As a result, the Company recognized a performance share-based compensation expense of $1.0 million (pretax) in 1Q 2011. Adjusted EBITDA is the Company's EBITDA excluding the above compensation expense.

Additional details related to EBITDA and Adjusted EBITDA are provided in the Form 8-K that the Company filed with the Securities and Exchange Commission on the date of this press release.

The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:


RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA
(In thousands)
(Unaudited)

                                              For the Three Months Ended
                                              March 31,

                                              2011      2010

Net income                                    $ 20,836  $ 17,836

Interest expense, net                           5,504     8,097

Provision for income taxes                      14,224    12,010

Depreciation and amortization                   23,624    22,765

EBITDA                                        $ 64,188  $ 60,708

Performance share-based compensation expense    960       -

Adjusted EBITDA                               $ 65,148  $ 60,708



Free Cash Flow. Free cash flow is a non-GAAP measure consisting of net cash provided by operating activities, less purchases of property and equipment. This term, as the Company defines it, may not be comparable to a similarly titled measure used by other companies and does not represent the total increase or decrease in the cash balance presented in accordance with GAAP. The Company uses free cash flow as a measure of cash generated after spending on property and equipment. Free cash flow should not be considered as a substitute for net cash provided by operating activities prepared in accordance with GAAP. Additional details related to free cash flow are provided in the Form 8-K that the Company filed with the Securities and Exchange Commission on the date of this press release.

The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to free cash flow:


RECONCILIATION OF NET CASH PROVIDED BY
OPERATING ACTIVITIES TO FREE CASH FLOW
(In thousands)
(Unaudited)

                                           For the Three Months Ended
                                           March 31,

                                           2011         2010

Net cash provided by operating activities  $ 60,123     $ 53,875

Less: Purchases of property and equipment    (38,363 )    (23,039 )

Free cash flow                             $ 21,760     $ 30,836



Additional Non-GAAP Financial Measures. In 4Q 2010, the Company determined that achieving a 2011 diluted earnings per common share performance criteria required for the vesting of 50% of performance-based restricted stock granted in June 2009 was probable. As a result, the Company recognized a performance share-based compensation expense of $1.0 million (pretax) in 1Q 2011. The Company believes that in order to properly understand its short-term and long-term financial trends from operations, investors may find it useful to exclude the impact of this expense from net income, diluted earnings per common share, operating margin and operating expenses. The resulting non-GAAP financial measures may also provide useful information to investors regarding the underlying business trends and performance of the Company's ongoing operations and may be useful for period over period comparisons of such operations. Each of the tables below reconciles these non-GAAP financial measures to the most directly comparable GAAP financial measures.

Non-GAAP Net Income. Non-GAAP net income is a non-GAAP financial measure consisting of net income excluding the performance share-based compensation expense recognized in 1Q 2011. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to non-GAAP net income.


RECONCILIATION OF CONSOLIDATED NET INCOME
TO CONSOLIDATED NON-GAAP NET INCOME
(In thousands)
(Unaudited)

                                              For the Three Months Ended
                                              March 31,

                                              2011      2010

Net income                                    $ 20,836  $ 17,836

Performance share-based compensation expense    571       -

Non-GAAP net income                           $ 21,407  $ 17,836



Non-GAAP Diluted Earnings Per Common Share. Non-GAAP diluted earnings per common share is a non-GAAP financial measure consisting of diluted earnings per common share excluding the per common share impact of the performance share-based compensation expense recognized in 1Q 2011. The following table provides a reconciliation of diluted earnings per common share, the most directly comparable GAAP measure, to non-GAAP diluted earnings per common share.


RECONCILIATION OF CONSOLIDATED DILUTED EARNINGS PER COMMON SHARE
TO CONSOLIDATED NON-GAAP DILUTED EARNINGS PER COMMON SHARE
(In thousands)
(Unaudited)

                                             For the Three Months Ended
                                             March 31,

                                             2011    2010

Diluted earnings per common share            $ 0.51  $ 0.44

Performance share-based compensation expense   0.01    -

Non-GAAP diluted earnings per common share   $ 0.52  $ 0.44



Non-GAAP Operating Margin. Non-GAAP operating margin is a non-GAAP financial measure consisting of operating margin excluding the performance share-based compensation expense recognized in 1Q 2011. The following table provides a reconciliation of operating margin, the most directly comparable GAAP measure, to non-GAAP operating margin.


RECONCILIATION OF CONSOLIDATED OPERATING MARGIN
TO CONSOLIDATED NON-GAAP OPERATING MARGIN
(In thousands, except margin percentages)
(Unaudited)

                                                    For the Three Months Ended
                                                    March 31,

                                                    2011        2010

Income from operations                              $ 40,263    $ 37,642

Performance share-based compensation expense          960         -

Non-GAAP income from operations                     $ 41,223    $ 37,642

Income from operations as a percentage of total       16.7   %    17.1   %
revenue

Performance share-based compensation expense          0.4    %    0.0    %

Non-GAAP income from operations as a percentage of    17.1   %    17.1   %
total revenue



Non-GAAP Operating Expenses. Non-GAAP operating expenses is a non-GAAP financial measure consisting of operating expenses excluding the performance share-based compensation expense recognized in 1Q 2011. The following table provides a reconciliation of operating expenses, the most directly comparable GAAP measure, to non-GAAP operating expenses.


RECONCILIATION OF CONSOLIDATED OPERATING EXPENSES
TO CONSOLIDATED NON-GAAP OPERATING EXPENSES
(In thousands)
(Unaudited)

                                              For the Three Months Ended
                                              March 31,

                                              2011       2010

Operating expenses                            $ 200,382  $ 182,129

Performance share-based compensation expense    960        -

Non-GAAP operating expenses                   $ 199,422  $ 182,129



Reconciliation of 2011 Business Outlook. In 4Q 2010, the Company determined that achieving a 2011 diluted earnings per common share performance criteria required for the vesting of 50% of performance-based restricted stock granted in June 2009 was probable. As a result, the Company anticipates recognizing approximately $4.0 million (pretax) of performance share-based compensation expense in 2011 relating to the June 2009 grants. The Company believes that in order to properly understand its short-term and long-term financial trends from operations, investors may find it useful to exclude the impact of this expense from the Company's 2011 business outlook. The resulting non-GAAP financial measures may also provide useful information to investors regarding the underlying business trends and performance of the Company's ongoing operations and may be useful for period-over-period comparisons of such operations.

As a consequence, the Company's 2011 business outlook included a non-GAAP net income range, which excludes the anticipated recognition of approximately $4.0 million (pretax) of performance share-based compensation expense. The following table provides a reconciliation of the Company's anticipated range of 2011 net income to the non-GAAP net income range.


RECONCILIATION OF 2011 BUSINESS OUTLOOK RELATED TO CONSOLIDATED NET INCOME
RANGE
TO CONSOLIDATED NON-GAAP NET INCOME RANGE
(In millions)

                                              For the Year Ended
                                              December 31, 2011

                                              Low     High

Net income                                    $ 92.0  $ 95.0

Performance share-based compensation expense    2.5     2.5

Non-GAAP net income                           $ 94.5  $ 97.5



Similarly, the Company's 2011 business outlook also included a non-GAAP diluted earnings per common share range, which excludes the per common share impact of the anticipated recognition of approximately $4.0 million (pretax) of performance share-based compensation expense. The following table provides a reconciliation of the Company's anticipated range of 2011 diluted earnings per common share to the non-GAAP diluted earnings per common share range.


RECONCILIATION OF 2011 BUSINESS OUTLOOK RELATED TO
CONSOLIDATED DILUTED EARNINGS PER COMMON SHARE RANGE TO
CONSOLIDATED NON-GAAP DILUTED EARNINGS PER COMMON SHARE RANGE

                                              For the Year Ended
                                              December 31, 2011

                                              Low     High

Diluted earnings per common share             $ 2.21  $ 2.29

Performance share-based compensation expense    0.06    0.06

Non-GAAP diluted earnings per common share    $ 2.27  $ 2.35




    Source: Life Time Fitness, Inc.