Life Time Fitness Announces Second Quarter 2009 Financial Results

Company Reports Revenue Growth of 10.5% and Earnings Per Diluted Share of $0.46 for the Quarter

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

Second quarter 2009 revenue grew 10.5% to $212.5 million from $192.4 million during the same period last year. Net income during the quarter was $18.3 million, or $0.46 per diluted share. This compares to net income of $19.8 million, or $0.50 per diluted share, for 2Q 2008.

For the six months ended June 30, 2009, revenue grew 11.2% to $419.0 million from $376.9 million during the same period last year. Net income for the same period was $33.4 million, or $0.85 per diluted share, as compared with $37.2 million, or $0.95 per diluted share, for the first six months of 2008.

"We are pleased with our second quarter operating results, which are highlighted by increased free cash flow generation, lower debt balances, double-digit membership growth and lower membership acquisition costs," said Bahram Akradi, Life Time Fitness chairman, chief executive officer and president. "We're also seeing progress in managing our infrastructure expense and our trailing 12-month attrition rate reduced slightly during the quarter. Member retention remains a priority for us as does maintaining a close alignment between the products and services we deliver and today's discerning consumer. To this end, we continue to advance several connectivity and value enhancement initiatives for members, including dedicated monthly events across a wide range of interest areas at every center and a significantly enhanced myLT.com Web portal. Through this, we are establishing stronger member connections and enhancing the value we provide, making Life Time an even bigger part of members' lives."

In June, Life Time Fitness opened its third and final planned center for 2009, located in Collierville, Tennessee (Memphis area). This location marks the Company's first center in Tennessee.

Three and Six Months Ended June 30, 2009, Financial Highlights:
Total revenue for the second quarter grew 10.5% to $212.5 million. Total revenue for the first six months of 2009 grew to $419.0 million from $376.9 million during the same period last year.


                                                              YTD 2009 vs.

(Period-over-period growth)              2Q 2009 vs. 2Q 2008  YTD 2008

    --  Membership dues                  13.3%                14.0%

    --  Enrollment fees                  (1.5%)               (1.2%)

    --  In-center revenue                7.6%                 7.5%

    --  Same-center revenue              (4.4%)               (3.6%)

    --  Average center revenue /         $354 - down 2.0%     $706 - down 2.5%
        membership
    --  Average in-center revenue /      $102 - down 5.1%     $204 - down 6.0%
        membership


Memberships increased 11.1% to 608,281 at June 30, 2009, from 547,497 at June 30, 2008.

Total operating expenses during 2Q 2009 totaled $174.3 million compared to $152.5 million for 2Q 2008. Year-to-date operating expenses totaled $348.2 million compared with $301.0 million for the same period last year.

Operating margin was 18.0% for 2Q 2009 compared with 20.7% during the prior-year period. Year-to-date operating margin was 16.9%, compared to 20.1% in the prior-year period.


                                                                YTD 2009 vs.

(Expense as a percent of total             2Q 2009 vs. 2Q 2008  YTD 2008
revenue)

    --  Center operations                  60.6% vs. 58.9%      61.1% vs. 58.6%

    --  Advertising and marketing          2.9% vs. 3.5%        3.4% vs. 4.3%

    --  General and administrative         5.5% vs. 5.5%        5.6% vs. 5.7%

    --  Other operating                    2.3% vs. 2.4%        2.3% vs. 2.3%

    --  Depreciation and amortization      10.7% vs. 9.0%       10.7% vs. 9.0%



Net income during 2Q 2009 was $18.3 million compared with $19.8 million for 2Q 2008. For the six months ended June 30, 2009, net income was $33.4 million compared with $37.2 million in the prior-year period.

EBITDA for 2Q 2009 grew 6.7% to $61.2 million from $57.4 in 2Q 2008. Year-to-date EBITDA grew 5.3% to $116.1 million from $110.3 million during the same period last year.

Cash flows from operations for the first half of 2009 totaled $98.3 million compared with $105.7 million in the prior-year period.

Weighted average fully diluted shares for 2Q 2009 totaled 39.8 million compared to 39.3 million shares in 2Q 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 $830-$860 million.
    --  Net income is expected to be $67-$71 million (updated from $62-$68
        million).
    --  Diluted earnings per common share is expected to be $1.65-$1.75 (updated
        from $1.55-$1.70).

As announced on July 16, 2009, the Company will hold a conference call today at 10:00 a.m. ET to discuss second quarter 2009 results. Bahram Akradi, chairman, chief executive officer and president, Michael Robinson, executive vice president and chief financial officer, and Kenneth Cooper, vice president of Finance, will host the conference call. The conference call will be Web cast 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 the same day via the Company's Web site beginning 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 July 23, 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)

                                            June 30, 2009  December 31, 2008

ASSETS                                      (Unaudited)

CURRENT ASSETS:

Cash and cash equivalents                   $ 10,805       $ 10,829

Accounts receivable, net                      3,681          6,114

Inventories and center operating supplies     14,420         14,632

Prepaid expenses and other current assets     16,359         10,994

Deferred membership origination costs         21,317         19,877

Deferred income taxes                         2,090          1,365

Total current assets                          68,672         63,811

PROPERTY AND EQUIPMENT, net                   1,517,206      1,515,957

RESTRICTED CASH                               3,439          3,936

DEFERRED MEMBERSHIP ORIGINATION COSTS         13,115         14,210

OTHER ASSETS                                  49,918         49,789

TOTAL ASSETS                                $ 1,652,350    $ 1,647,703

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Current maturities of long-term debt        $ 11,945       $ 10,335

Accounts payable                              15,690         14,842

Construction accounts payable                 22,223         63,418

Accrued expenses                              55,526         46,230

Deferred revenue                              41,123         36,098

Total current liabilities                     146,507        170,923

LONG-TERM DEBT, net of current portion        695,401        702,569

DEFERRED RENT LIABILITY                       27,882         27,925

DEFERRED INCOME TAXES                         50,079         51,982

DEFERRED REVENUE                              12,143         13,719

OTHER LIABILITIES                             28,817         27,684

Total liabilities                             960,829        994,802

SHAREHOLDERS' EQUITY:

Common stock                                  825            793

Additional paid-in capital                    389,462        385,095

Retained earnings                             305,085        271,711

Accumulated other comprehensive loss          (3,851    )    (4,698    )

Total shareholders' equity                    691,521        652,901

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $ 1,652,350    $ 1,647,703




LIFE TIME FITNESS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

(Unaudited)

                              For the                   For the

                              Three Months Ended        Six Months Ended

                              June 30,                  June 30,

                              2009         2008         2009         2008

REVENUE:

Membership dues               $ 142,841    $ 126,121    $ 280,238    $ 245,769

Enrollment fees                 6,540        6,640        13,013       13,173

In-center revenue               60,250       55,969       119,552      111,234

Total center revenue            209,631      188,730      412,803      370,176

Other revenue                   2,918        3,677        6,180        6,682

Total revenue                   212,549      192,407      418,983      376,858

OPERATING EXPENSES:

Center operations               128,871      113,259      255,845      220,839

Advertising and marketing       6,091        6,823        14,389       16,321

General and administrative      11,795       10,582       23,503       21,254

Other operating                 4,887        4,675        9,774        8,770

Depreciation and                22,635       17,190       44,699       33,780
amortization

Total operating expenses        174,279      152,529      348,210      300,964

Income from operations          38,270       39,878       70,773       75,894

OTHER INCOME (EXPENSE):

Interest expense, net           (7,880  )    (6,905  )    (15,354 )    (14,116 )

Equity in earnings of           332          326          669          649
affiliate

Total other income (expense)    (7,548  )    (6,579  )    (14,685 )    (13,467 )

INCOME BEFORE INCOME TAXES      30,722       33,299       56,088       62,427

PROVISION FOR INCOME TAXES      12,462       13,471       22,714       25,195

NET INCOME                    $ 18,260     $ 19,828     $ 33,374     $ 37,232

BASIC EARNINGS PER COMMON     $ 0.46       $ 0.51       $ 0.85       $ 0.96
SHARE

DILUTED EARNINGS PER COMMON   $ 0.46       $ 0.50       $ 0.85       $ 0.95
SHARE

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES

OUTSTANDING - BASIC             39,285       38,963       39,167       38,923

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES

OUTSTANDING - DILUTED           39,763       39,325       39,475       39,372




LIFE TIME FITNESS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

                                                     For the

                                                     Six Months Ended

                                                     June 30,

                                                     2009         2008

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                           $ 33,374     $ 37,232

Adjustments to reconcile net income to net cash

provided by operating activities:

Depreciation and amortization                          44,699       33,780

Deferred income taxes                                  (421    )    8,874

Provision for doubtful accounts                        279          27

Loss on disposal of property and equipment, net        560          1,335

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

Amortization of deferred financing costs               1,301        571

Share-based compensation                               4,027        3,895

Excess tax benefit related to share-based payment      -            (5       )
arrangements

Equity in earnings of affiliate                        (669    )    (654     )

Changes in operating assets and liabilities            14,245       20,555

Other                                                  1,762        50

Net cash provided by operating activities              98,284       105,660

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment                    (91,725 )    (235,577 )

Proceeds from sale of property and equipment           8            365

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

Proceeds from property insurance settlement            -            270

Increase in other assets                               (921    )    (12,140  )

Decrease (increase) in restricted cash                 497          (2,234   )

Net cash used in investing activities                  (90,814 )    (249,316 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long-term borrowings                     7,812        38,538

Repayments of long-term borrowings                     (7,978  )    (10,588  )

Proceeds from (repayments of) revolving credit         (6,800  )    116,200
facility, net

Increase in deferred financing costs                   (721    )    (3,641   )

Excess tax benefit related to share-based payment      -            5
arrangements

Proceeds from exercise of stock options                193          1,462

Net cash provided by (used in) financing activities    (7,494  )    141,976

DECREASE IN CASH AND CASH EQUIVALENTS                  (24     )    (1,680   )

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

CASH AND CASH EQUIVALENTS - End of period            $ 10,805     $ 3,674




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  Six Months Ended

                                      June 30,            June 30,

                                      2009      2008      2009       2008

Net income                            $ 18,260  $ 19,828  $ 33,374   $ 37,232

Interest expense, net                   7,880     6,905     15,354     14,116

Provision for income taxes              12,462    13,471    22,714     25,195

Depreciation and amortization           22,635    17,190    44,699     33,780

EBITDA                                $ 61,237  $ 57,394  $ 116,141  $ 110,323



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

                                                      Six Months Ended

                                                      June 30,

                                                      2009         2008

Net cash provided by operating activities             $ 98,284     $ 105,660

Less: Purchases of property and equipment               (91,725 )    (235,577 )

Free cash flow                                        $ 6,559      $ (129,917 )




    Source: Life Time Fitness, Inc.