Life Time Fitness Announces Third Quarter 2009 Financial Results

Company Reports Revenue Growth of 7.8% and Earnings Per Diluted Share of $0.51 for the Quarter

CHANHASSEN, Minn.--(BUSINESS WIRE)-- Life Time Fitness, Inc. (NYSE:LTM) today reported its operating results for the third quarter ended September 30, 2009.

Third quarter 2009 revenue grew 7.8% to $214.3 million from $198.8 million during the same period last year. Net income during the quarter was $20.6 million, or $0.51 per diluted share, versus $21.6 million, or $0.55 per diluted share, for 3Q 2008. For the nine months ended September 30, 2009, revenue grew 10.0% to $633.3 million from $575.7 million during the same period last year. Net income for the same period was $54.0 million, or $1.36 per diluted share, compared to $58.8 million, or $1.49 per diluted share, for the first nine months of 2008.

"During the third quarter, we expanded free cash flow delivery and saw our trailing 12-month attrition rate improve," said Bahram Akradi, Life Time Fitness chairman and chief executive officer. "Moving forward, we will continue to focus on our member connectivity initiatives, prudent cost management and debt reduction."

Three and Nine Months Ended September 30, 2009, Financial Highlights:

Total revenue for the third quarter grew 7.8% to $214.3 million. Total revenue for the first nine months of 2009 grew to $633.3 million from $575.7 million during the same period last year.


(Period-over-period growth)          3Q 2009 vs. 3Q 2008  YTD 2009 vs. YTD 2008

    --  Membership dues              10.4%                12.8%

    --  Enrollment fees              (2.9%)               (1.8%)

    --  In-center revenue            5.3%                 6.7%

    --  Same-center revenue          (5.4%)               (4.2%)

    --  Average center revenue /     $358 - down 0.2%     $1,063 - down 1.7%
        membership
    --  Average in-center revenue /  $100 - down 3.1%     $305 - down 5.1%
        membership


Memberships increased 6.0% to 590,716 at September 30, 2009, from 557,164 at September 30, 2008.

Total operating expenses during 3Q 2009 were $174.3 million compared to $156.7 million for 3Q 2008. Year-to-date operating expenses totaled $522.5 million compared to $457.7 million for the same period last year.

Operating margin was 18.7% for 3Q 2009 compared to 21.2% in the prior-year period. Year-to-date operating margin was 17.5% compared to 20.5% in the prior-year period.


(Expense as a percent of     3Q 2009  vs.  3Q 2008    YTD 2009  vs.  YTD 2008
total revenue)

Center operations            59.5%    vs.  58.4%      60.5%     vs.  58.6%

Advertising and marketing    2.7%     vs.  3.7%       3.2%      vs.  4.1%

General and administrative   4.5%     vs.  4.8%       5.2%      vs.  5.3%

Other operating              3.7%     vs.  2.5%       2.8%      vs.  2.4%

Depreciation and             10.9%    vs.  9.4%       10.8%     vs.  9.1%
amortization



Net income during 3Q 2009 was $20.6 million compared to $21.6 million for 3Q 2008. For the nine months ended September 30, 2009, net income was $54.0 million compared to $58.8 million in the prior-year period.

EBITDA for 3Q 2009 grew 4.2% to $63.7 million from $61.2 in 3Q 2008. Year-to-date EBITDA grew 4.9% to $179.9 million from $171.5 million during the same period last year.

Cash flows from operations for the first nine months of 2009 totaled $138.6 million compared to $143.5 million in the prior-year period.

Weighted average fully diluted shares for 3Q 2009 totaled 40.3 million compared to 39.4 million shares in 3Q 2008.

Updated 2009 Business Outlook:

The following statements are based on the Company's current expectations for fiscal year 2009 and are subject to the risks and uncertainties described below:

    --  Revenue is expected to be $835-$845 million (updated from $830-$860
        million).
    --  Net income is expected to be $71.0-$72.5 million (updated from
        $67.0-$71.0 million).
    --  Diluted earnings per common share is expected to be $1.78-$1.81 (updated
        from $1.65-$1.75).

As announced on October 15, 2009, the Company will hold a conference call today at 10:00 a.m. ET to discuss its third quarter 2009 results. Bahram Akradi, chairman and chief executive officer, Michael Robinson, executive vice president and chief financial officer, and Kenneth Cooper, vice president of finance, will host the call. The conference call will be Web cast live and may be accessed via the Company's Investor Relations section of its Web site at lifetimefitness.com. A replay of the call will be available today at approximately 1:00 p.m. ET.

About Life Time Fitness, Inc.

Life Time Fitness, Inc. (NYSE:LTM) operates distinctive and large, multi-use sports and athletic, professional fitness, family recreation and resort and spa centers. The Company also provides consumers with personal training services, full-service spas and cafes, corporate wellness programs, health and nutrition education, the healthy lifestyle magazine, Experience Life, athletic events and nutritional products. As of October 22, 2009, Life Time Fitness operated 84 centers in 19 states, including Arizona, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Maryland, Michigan, Minnesota, Missouri, Nebraska, New Jersey, North Carolina, Ohio, Tennessee, Texas, Utah and Virginia. Life Time Fitness is headquartered in Chanhassen, Minnesota, and can be located on the Web at lifetimefitness.com. LIFE TIME FITNESS, LIFE TIME ATHLETIC, EXPERIENCE LIFE, and the LIFE TIME FITNESS TRIATHLON SERIES are trademarks of Life Time Fitness, Inc. All other trademarks or registered trademarks are the property of their respective owners.

Risks and Uncertainties

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, 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 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 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)

                                        September 30, 2009   December 31, 2008

ASSETS                                  (Unaudited)

CURRENT ASSETS:

Cash and cash equivalents               $ 8,137              $ 10,829

Accounts receivable, net                  3,192                6,114

Inventories and center operating          13,935               14,632
supplies

Prepaid expenses and other current        14,964               10,994
assets

Deferred membership origination costs     21,497               19,877

Deferred income taxes                     1,872                1,365

Total current assets                      63,597               63,811

PROPERTY AND EQUIPMENT, net               1,507,073            1,515,957

RESTRICTED CASH                           3,785                3,936

DEFERRED MEMBERSHIP ORIGINATION COSTS     11,726               14,210

OTHER ASSETS                              49,967               49,789

TOTAL ASSETS                            $ 1,636,148          $ 1,647,703

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Current maturities of long-term debt    $ 12,130             $ 10,335

Accounts payable                          16,926               14,842

Construction accounts payable             10,602               63,418

Accrued expenses                          52,323               46,230

Deferred revenue                          37,230               36,098

Total current liabilities                 129,211              170,923

LONG-TERM DEBT, net of current portion    671,165              702,569

DEFERRED RENT LIABILITY                   28,464               27,925

DEFERRED INCOME TAXES                     60,252               51,982

DEFERRED REVENUE                          10,622               13,719

OTHER LIABILITIES                         19,390               27,684

Total liabilities                         919,104              994,802

SHAREHOLDERS' EQUITY:

Common stock                              828                  793

Additional paid-in capital                393,864              385,095

Retained earnings                         325,718              271,711

Accumulated other comprehensive loss      (3,366    )          (4,698    )

Total shareholders' equity                717,044              652,901

TOTAL LIABILITIES AND SHAREHOLDERS'     $ 1,636,148          $ 1,647,703
EQUITY




LIFE TIME FITNESS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

(Unaudited)

                              For the                   For the

                              Three Months Ended        Nine Months Ended

                              September 30,             September 30,

                              2009         2008         2009         2008

REVENUE:

Membership dues               $ 144,832    $ 131,232    $ 425,070    $ 377,001

Enrollment fees                 6,617        6,818        19,630       19,991

In-center revenue               59,129       56,151       178,681      167,385

Total center revenue            210,578      194,201      623,381      564,377

Other revenue                   3,742        4,608        9,922        11,290

Total revenue                   214,320      198,809      633,303      575,667

OPERATING EXPENSES:

Center operations               127,468      116,300      383,313      337,139

Advertising and marketing       5,756        7,287        20,145       23,608

General and administrative      9,669        9,453        33,172       30,707

Other operating                 8,017        4,926        17,791       13,696

Depreciation and                23,428       18,720       68,127       52,500
amortization

Total operating expenses        174,338      156,686      522,548      457,650

Income from operations          39,982       42,123       110,755      118,017

OTHER INCOME (EXPENSE):

Interest expense, net           (7,651  )    (7,185  )    (23,005 )    (21,301 )

Equity in earnings of           316          336          985          985
affiliate

Total other income (expense)    (7,335  )    (6,849  )    (22,020 )    (20,316 )

INCOME BEFORE INCOME TAXES      32,647       35,274       88,735       97,701

PROVISION FOR INCOME TAXES      12,014       13,700       34,728       38,895

NET INCOME                    $ 20,633     $ 21,574     $ 54,007     $ 58,806

BASIC EARNINGS PER COMMON     $ 0.52       $ 0.55       $ 1.38       $ 1.51
SHARE

DILUTED EARNINGS PER COMMON   $ 0.51       $ 0.55       $ 1.36       $ 1.49
SHARE

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES

OUTSTANDING - BASIC             39,410       39,025       39,221       38,946

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES

OUTSTANDING - DILUTED           40,255       39,370       39,687       39,350




LIFE TIME FITNESS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

                                                     For the

                                                     Nine Months Ended

                                                     September 30,

                                                     2009          2008

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                           $ 54,007      $ 58,806

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

Depreciation and amortization                          68,127        52,500

Deferred income taxes                                  6,957         8,094

Provision for doubtful accounts                        (8       )    15

Loss on disposal of property and equipment, net        818           1,159

Gain on sale of land held for sale                     (873     )    -

Amortization of deferred financing costs               1,925         1,078

Share-based compensation                               5,907         5,989

Excess tax benefit related to share-based payment      (433     )    (38      )
arrangements

Equity in earnings of affiliate                        (985     )    (985     )

Changes in operating assets and liabilities            2,000         16,840

Other                                                  1,109         54

Net cash provided by operating activities              138,551       143,512

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment                    (116,853 )    (360,551 )

Proceeds from sale of property and equipment           8             161,885

Proceeds on sale of land held for sale                 1,327         -

Proceeds from property insurance settlement            -             317

Increase in other assets                               (213     )    (6,443   )

Decrease (increase) in restricted cash                 151           (2,518   )

Net cash used in investing activities                  (115,580 )    (207,310 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long-term borrowings                     7,813         39,188

Repayments of long-term borrowings                     (7,755   )    (13,043  )

Proceeds from (repayments of) revolving credit         (27,600  )    42,500
facility, net

Increase in deferred financing costs                   (745     )    (6,113   )

Excess tax benefit related to share-based payment      433           38
arrangements

Proceeds from exercise of stock options                2,191         2,993

Net cash provided by (used in) financing activities    (25,663  )    65,563

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       (2,692   )    1,765

CASH AND CASH EQUIVALENTS - Beginning of period        10,829        5,354

CASH AND CASH EQUIVALENTS - End of period            $ 8,137       $ 7,119



Non-GAAP Financial Measures

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

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.

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


RECONCILIATION OF NET INCOME TO EBITDA

(In thousands)

(Unaudited)

                                For the              For the

                                Three Months Ended   Nine Months Ended

                                September 30,        September 30,

                                2009      2008       2009       2008

Net income                      $ 20,633  $ 21,574   $ 54,007   $ 58,806

Interest expense, net             7,651     7,185      23,005     21,301

Provision for income taxes        12,014    13,700     34,728     38,895

Depreciation and amortization     23,428    18,720     68,127     52,500

EBITDA                          $ 63,726  $ 61,179   $ 179,867  $ 171,502



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.

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

                                            Nine Months Ended

                                            September 30,

                                            2009          2008

Net cash provided by operating activities   $ 138,551     $ 143,512

Less: Purchases of property and equipment     (116,853 )    (360,551 )

Free cash flow                              $ 21,698      $ (217,039 )




    Source: Life Time Fitness, Inc.