EX-99.1
Published on October 24, 2024
Exhibit 99.1
FOR IMMEDIATE RELEASE
Life Time Reports Third Quarter 2024 Financial Results
•Total revenue of $693.2 million, an increase of 18.5% over the prior year quarter
•Net income of $41.4 million, an increase of 422.5% over the prior year quarter
•Adjusted net income of $56.3 million, an increase of 110.9% over the prior year quarter
•Adjusted EBITDA of $180.3 million, an increase of 26.1% over the prior year quarter
•Diluted EPS increased to $0.19 from $0.04 in the prior year quarter
•Reduced net debt leverage ratio to 2.4 times
•Delivered positive net cash provided by operating activities and free cash flow before sale-leaseback transactions
CHANHASSEN, Minn. (October 24, 2024) – Life Time Group Holdings, Inc. (“Life Time,” “we,” “our,” “us,” or the “Company”) (NYSE: LTH) today announced its financial results for the fiscal third quarter ended September 30, 2024.
Bahram Akradi, Founder, Chairman and CEO, stated: “Having achieved another quarter of strong financial performance, we remain confident in the strength and trajectory of our business. In the third quarter, we continued deleveraging to under 2.5 times and once again delivered significant cash from our operating activities and achieved positive free cash flow before sale-leaseback proceeds. With our equity offering complete and our debt refinancing in place, we are now even better positioned to continue growing our business by taking advantage of the significant opportunities in front of us. I’d like to thank all our team members for their passion and dedication to building a company that is stronger, bigger and the best version of itself.”
Financial Summary
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| ($ in millions, except memberships and per membership data) | September 30, | September 30, | |||||||||||||||||||||||||||||||||
| 2024 | 2023 | Percent Change | 2024 | 2023 | Percent Change | ||||||||||||||||||||||||||||||
| Total revenue | $693.2 | $585.2 | 18.5% | $1,957.7 | $1,657.8 | 18.1% | |||||||||||||||||||||||||||||
| Center operations expenses | $371.1 | $319.4 | 16.2% | $1,048.5 | $896.1 | 17.0% | |||||||||||||||||||||||||||||
| Rent | $78.6 | $69.2 | 13.5% | $225.8 | $203.2 | 11.1% | |||||||||||||||||||||||||||||
General, administrative and marketing expenses (1)
|
$57.7 | $51.7 | 11.7% | $159.8 | $147.0 | 8.7% | |||||||||||||||||||||||||||||
| Net income | $41.4 | $7.9 | 422.5% | $119.1 | $52.4 | 127.3% | |||||||||||||||||||||||||||||
| Adjusted net income | $56.3 | $26.7 | 110.9% | $140.2 | $91.1 | 53.9% | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $180.3 | $143.0 | 26.1% | $499.8 | $399.1 | 25.2% | |||||||||||||||||||||||||||||
Comparable center revenue (2)
|
12.1% | 11.4% | 11.8% | 16.6% | |||||||||||||||||||||||||||||||
| Center memberships, end of period | 826,502 | 784,331 | 5.4% | 826,502 | 784,331 | 5.4% | |||||||||||||||||||||||||||||
| Average center revenue per center membership | $815 | $722 | 12.9% | $2,361 | $2,095 | 12.7% | |||||||||||||||||||||||||||||
(1) The three months ended September 30, 2024 and 2023 included non-cash share-based compensation expense of $10.3 million and $13.4 million, respectively. The nine months ended September 30, 2024 and 2023 included non-cash share-based compensation expense of $27.1 million and $32.9 million, respectively.
(2) The Company includes a center, for comparable center revenue purposes, beginning on the first day of the 13th full calendar month of the center’s operation, in order to assess the center’s growth rate after one year of operation.
Third Quarter 2024 Information
•Revenue increased 18.5% to $693.2 million due to continued strong growth in membership dues and in-center revenue, driven by an increase in average dues, membership growth in our new and ramping centers, and higher member utilization of our in-center offerings.
•Center memberships increased by 42,171, or 5.4%, when compared to September 30, 2023, and decreased consistent with seasonality expectations by approximately 6,100 from the second quarter 2024 to 826,502.
•Total subscriptions, which include center memberships and our digital on-hold memberships, increased 5.6% to 876,509 as compared to September 30, 2023.
•Center operations expenses increased 16.2% to $371.1 million primarily due to operating costs related to our new and ramping centers as well as costs to support growth in memberships and in-center business revenue.
•General, administrative and marketing expenses increased 11.7% to $57.7 million primarily due to increases in cash incentive compensation and benefit-related expenses, information technology costs, and center support overhead to enhance and broaden our member services and experiences, partially offset by lower share-based compensation expense.
•Net income increased $33.5 million to $41.4 million primarily due to improved business performance and to a lesser extent a $3.8 million decrease in the tax-effected one-time net losses from sale-leaseback transactions in the current period and a tax-effected one-time gain of $0.5 million on sales of land in the current year period as compared to a tax-effected one-time loss of $3.3 million in the prior year period.
•Adjusted net income increased $29.6 million to $56.3 million.
•Adjusted net income and Adjusted EBITDA improved significantly as we experienced greater flow through of our increased revenue and benefited from the structural improvements to our business that have improved our margins.
Nine-Month 2024 Information
•Revenue increased 18.1% to $1,957.7 million due to continued strong growth in membership dues and in-center revenue, driven by an increase in average dues, membership growth in our new and ramping centers, and higher member utilization of our in-center offerings.
•Center operations expenses increased 17.0% to $1,048.5 million primarily due to operating costs related to our new and ramping centers as well as costs to support growth in memberships and in-center business revenue.
•General, administrative and marketing expenses increased 8.7% to $159.8 million primarily due to increases in cash incentive compensation and benefit-related expenses, information technology costs, center support overhead to enhance and broaden our member services and experiences, and the timing of marketing expenses primarily related to our new club openings, partially offset by lower share-based compensation expense.
•Net income increased $66.7 million to $119.1 million primarily due to improved business performance and to a lesser extent tax-effected one-time net gains of $3.7 million on sales of land and $2.0 million on sale-leaseback transactions in the current year period as compared to tax-effected one-time net losses of $10.0 million on sale-leaseback transactions and $4.2 million on the sale of land in the prior year period. Net income in the prior year period also included a $3.5 million tax-effected one-time gain on the sale of two triathlon events.
•Adjusted net income increased $49.1 million to $140.2 million.
•Adjusted net income and Adjusted EBITDA improved significantly as we experienced greater flow through of our increased revenue and benefited from the structural improvements to our business that have improved our margins.
New Center Openings
•We opened two new centers during the third quarter.
•As of September 30, 2024, we operated a total of 177 centers.
Cash Flow Highlights
•Net cash provided by operating activities increased 31.8% to $151.1 million.
•We achieved free cash flow of $138.3 million, including approximately $65.0 million of net proceeds from sale-leaseback transactions.
•Our capital expenditures by type of expenditure were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| ($ in millions) | September 30, | September 30, | |||||||||||||||||||||||||||||||||
| 2024 | 2023 | Percent Change | 2024 | 2023 | Percent Change | ||||||||||||||||||||||||||||||
Growth capital expenditures (1)
|
$46.4 | $131.9 | (64.8)% | $259.9 | $368.8 | (29.5)% | |||||||||||||||||||||||||||||
Maintenance capital expenditures (2)
|
$21.6 | $29.7 | (27.3)% | $70.0 | $81.8 | (14.4)% | |||||||||||||||||||||||||||||
Modernization and technology capital expenditures (3)
|
$19.1 | $31.3 | (39.0)% | $58.3 | $79.3 | (26.5)% | |||||||||||||||||||||||||||||
| Total capital expenditures | $87.1 | $192.9 | (54.8)% | $388.2 | $529.9 | (26.7)% | |||||||||||||||||||||||||||||
(1) Consist of new center land and construction, initial major remodels of acquired centers, major remodels of existing centers that expand existing square footage, asset acquisitions including the purchase of previously leased centers and other growth initiatives.
(2) Consist of general maintenance of existing centers.
(3) Consist of modernization of existing centers and technology.
Liquidity and Capital Resources
•As of September 30, 2024, our total available liquidity was $529.7 million, which included availability on our $650.0 million revolving credit facility and cash and cash equivalents.
•Our net debt leverage ratio improved to 2.4x as of September 30, 2024, from 3.7x as of September 30, 2023.
•We completed sale-leaseback transactions on two properties for net proceeds of approximately $65.0 million.
•We completed an equity offering of 6.0 million primary shares resulting in net proceeds of $124.4 million. We used a portion of these net proceeds to pay down an aggregate principal amount of $110.0 million of our former term loan facility. We also upsized and extended our revolving credit facility and paid the remaining aggregate principal amount of $200.0 million of our former term loan facility and no borrowings remained outstanding thereunder.
2024 Outlook
Full-Year 2024 Guidance
| Percent | Year Ended | ||||||||||||||||||||||
| Year Ended | Year Ended | Change | December 31, 2024 | ||||||||||||||||||||
| December 31, 2024 | December 31, 2023 | (Using | (Guidance as of | ||||||||||||||||||||
| ($ in millions) | (Guidance) | (Actual) | Midpoints) | August 1, 2024) | |||||||||||||||||||
| Revenue | $2,595 – $2,605 | $2,216.6 | 17.3% | $2,560 – $2,590 | |||||||||||||||||||
Net Income (1)
|
$138 – $140 | $76.1 | 82.7% | $142 – $148 | |||||||||||||||||||
| Adjusted EBITDA | $658 – $662 | $536.8 | 23.0% | $642 – $652 | |||||||||||||||||||
| Rent | $305 – $310 | $275.1 | 11.8% | $300 – $312 | |||||||||||||||||||
(1) Includes approximately $15 million of estimated one-time interest expense related to the refinancing of our senior secured and unsecured notes.
Conference Call Details
A conference call to discuss our third quarter financial results is scheduled for today:
•Date: Thursday, October 24, 2024
•Time: 10:00 a.m. ET (9:00 a.m. CT)
•U.S. dial-in number: 1-877-451-6152
•International dial-in number: 1-201-389-0879
•Webcast: LTH 3Q 2024 Earnings Call
A link to the live audio webcast of the conference call will be available at https://ir.lifetime.life.
Replay Information
Webcast – A recorded replay of the webcast will be available within approximately three hours of the call’s conclusion and may be accessed at: https://ir.lifetime.life.
Conference Call – A replay of the conference call will be available after 1:00 p.m. ET the same day through November 7, 2024:
•U.S. replay number: 1-844-512-2921
•International replay number: 1-412-317-6671
•Replay ID: 1374 9346
# # #
About Life Time
Life Time (NYSE: LTH) empowers people to live healthy, happy lives through its portfolio of more than 175 athletic country clubs across the United States and Canada. The health and wellness pioneer also delivers a range of healthy way of life programs and information via its complimentary Life Time Digital app. The Company’s healthy living, healthy aging, healthy entertainment communities and ecosystem serve people 90 days to 90+ years old and is supported by a team of more than 41,000 dedicated professionals. In addition to delivering the best programs and experiences through its clubs, Life Time owns and produces nearly 30 of the most iconic athletic events in the country.
Use of Non-GAAP Financial Measures and Key Performance Indicators
This press release includes certain financial measures that are not presented in accordance with generally accepted accounting principles in the United States (“GAAP”), including Adjusted net income, Adjusted net income per common share, Adjusted EBITDA, free cash flow and net debt and ratios and calculations with respect thereto. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should be considered in addition to, and not as a substitute for or superior to, net income, net income per common share, net cash provided by operating activities or total debt (defined as long-term debt, net of current portion, plus current maturities of debt) as a measure of financial performance or liquidity or any other performance measure derived in accordance with GAAP, and should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, these non-GAAP financial
measures should be read in conjunction with the Company’s financial statements prepared in accordance with GAAP. The reconciliations of the Company’s non-GAAP financial measures to the corresponding GAAP measures should be carefully evaluated.
Adjusted net income is defined as net income excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations, less the tax effect of these adjustments. Adjusted EBITDA is defined as net income before interest expense, net, provision for income taxes and depreciation and amortization, excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of the Company’s ongoing operations. Free cash flow is defined as net cash provided by operating activities less capital expenditures, net of construction reimbursements, plus net proceeds from sale-leaseback transactions and land sales. Net debt is defined as long-term debt, net of current portion, plus current maturities of debt, excluding fair value adjustments, unamortized debt discounts and issuance costs, minus cash and cash equivalents. Net debt is as of the last day of the respective quarter or year. Our net debt leverage ratio is calculated as our net debt divided by our trailing twelve months of Adjusted EBITDA.
The Company presents these non-GAAP financial measures because management believes that these measures assist investors and analysts in comparing the Company’s operating performance across reporting periods on a consistent basis by excluding items that management does not believe are indicative of the Company’s ongoing operating performance, and management believes that free cash flow assists investors and analysts in evaluating our liquidity and cash flows, including our ability to make principal payments on our indebtedness and to fund our capital expenditures and working capital requirements. Investors are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate for supplemental analysis. In evaluating the non-GAAP financial measures, investors should be aware that, in the future, the Company may incur expenses that are the same as or similar to some of the adjustments in the Company’s presentation of its non-GAAP financial measures. There can be no assurance that the Company will not modify the presentation of non-GAAP financial measures in future periods, and any such modification may be material. In addition, the Company’s non-GAAP financial measures may not be comparable to similarly titled measures used by other companies in the Company’s industry or across different industries.
The non-GAAP financial measures have limitations as analytical tools, and investors should not consider these measures in isolation or as substitutes for analysis of the Company’s results as reported under GAAP.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of federal securities regulations. Forward-looking statements in this press release include, but are not limited to, the Company’s plans, strategies and prospects, both business and financial, including its financial outlook for full year 2024, growth, cost efficiencies and margin expansion, improvements to its balance sheet, net debt and leverage ratio, capital expenditures and free cash flow, consumer demand, industry and economic trends, taxes, and rent expense. These statements are based on the beliefs and assumptions of the Company’s management. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning the Company’s possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking.
Factors that could cause actual results to differ materially from those forward-looking statements included in this press release include, but are not limited to, risks relating to our business operations and competitive and economic environment, risks relating to our brand, risks relating to the growth of our business, risks relating to our technological operations, risks relating to our capital structure and lease obligations, risks relating to our human capital, risks relating to legal compliance and risk management and risks relating to ownership of our common stock and the other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2024, (File No. 001-40887), as such factors may be updated from time to time in the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any forward-looking statement that the Company makes in this press release speaks only as of the date of such statement. Except as required by law, the Company does not have any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Investors
Ken Cooper, Investor Relations // kcooper2@lt.life or 952-406-2322
Media
Jason Thunstrom, Corporate Communications // jthunstrom@lt.life or 952-229-7435
LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Center revenue | $ | 674,775 | $ | 568,402 | $ | 1,900,267 | $ | 1,608,279 | |||||||||||||||
| Other revenue | 18,459 | 16,775 | 57,445 | 49,480 | |||||||||||||||||||
| Total revenue | 693,234 | 585,177 | 1,957,712 | 1,657,759 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Center operations | 371,134 | 319,401 | 1,048,544 | 896,113 | |||||||||||||||||||
| Rent | 78,575 | 69,225 | 225,804 | 203,196 | |||||||||||||||||||
| General, administrative and marketing | 57,737 | 51,668 | 159,836 | 147,005 | |||||||||||||||||||
| Depreciation and amortization | 69,451 | 63,618 | 205,068 | 180,067 | |||||||||||||||||||
| Other operating expense | 22,642 | 34,516 | 47,952 | 64,837 | |||||||||||||||||||
| Total operating expenses | 599,539 | 538,428 | 1,687,204 | 1,491,218 | |||||||||||||||||||
| Income from operations | 93,695 | 46,749 | 270,508 | 166,541 | |||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense, net of interest income | (36,011) | (33,075) | (111,083) | (96,249) | |||||||||||||||||||
| Equity in (loss) earnings of affiliates | (116) | 56 | (403) | 287 | |||||||||||||||||||
| Total other expense | (36,127) | (33,019) | (111,486) | (95,962) | |||||||||||||||||||
| Income before income taxes | 57,568 | 13,730 | 159,022 | 70,579 | |||||||||||||||||||
| Provision for income taxes | 16,213 | 5,815 | 39,945 | 18,200 | |||||||||||||||||||
| Net income | $ | 41,355 | $ | 7,915 | $ | 119,077 | $ | 52,379 | |||||||||||||||
| Income per common share: | |||||||||||||||||||||||
| Basic | $ | 0.20 | $ | 0.04 | $ | 0.60 | $ | 0.27 | |||||||||||||||
| Diluted | $ | 0.19 | $ | 0.04 | $ | 0.57 | $ | 0.26 | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | 202,945 | 196,146 | 199,793 | 195,404 | |||||||||||||||||||
| Diluted | 214,633 | 204,298 | 207,841 | 203,954 | |||||||||||||||||||
LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| September 30, 2024 |
December 31, 2023 |
||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 120,947 | $ | 11,161 | |||||||
| Restricted cash and cash equivalents | 16,106 | 18,805 | |||||||||
| Accounts receivable, net | 26,230 | 23,903 | |||||||||
| Center operating supplies and inventories | 59,237 | 52,803 | |||||||||
| Prepaid expenses and other current assets | 41,374 | 57,751 | |||||||||
| Income tax receivable | 5,298 | 10,101 | |||||||||
| Total current assets | 269,192 | 174,524 | |||||||||
| Property and equipment, net | 3,095,145 | 3,171,616 | |||||||||
| Goodwill | 1,235,359 | 1,235,359 | |||||||||
| Operating lease right-of-use assets | 2,335,206 | 2,202,601 | |||||||||
| Intangible assets, net | 171,917 | 172,127 | |||||||||
| Other assets | 72,840 | 75,914 | |||||||||
| Total assets | $ | 7,179,659 | $ | 7,032,141 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 70,592 | $ | 81,252 | |||||||
| Construction accounts payable | 61,562 | 108,730 | |||||||||
| Deferred revenue | 48,836 | 49,299 | |||||||||
| Accrued expenses and other current liabilities | 196,290 | 185,305 | |||||||||
| Current maturities of debt | 12,439 | 73,848 | |||||||||
| Current maturities of operating lease liabilities | 67,016 | 58,764 | |||||||||
| Total current liabilities | 456,735 | 557,198 | |||||||||
| Long-term debt, net of current portion | 1,639,752 | 1,859,027 | |||||||||
| Operating lease liabilities, net of current portion | 2,401,711 | 2,268,863 | |||||||||
| Deferred income taxes, net | 77,657 | 56,066 | |||||||||
| Other liabilities | 42,004 | 36,875 | |||||||||
| Total liabilities | 4,617,859 | 4,778,029 | |||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $0.01 par value per share; 500,000 shares authorized; 206,613 and 196,671 shares issued and outstanding, respectively. |
2,066 | 1,967 | |||||||||
| Additional paid-in capital | 3,025,445 | 2,835,883 | |||||||||
| Accumulated deficit | (457,736) | (576,813) | |||||||||
| Accumulated other comprehensive loss | (7,975) | (6,925) | |||||||||
| Total stockholders’ equity | 2,561,800 | 2,254,112 | |||||||||
| Total liabilities and stockholders’ equity | $ | 7,179,659 | $ | 7,032,141 | |||||||
LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, |
|||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 119,077 | $ | 52,379 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 205,068 | 180,067 | |||||||||
| Deferred income taxes | 21,693 | 15,994 | |||||||||
| Share-based compensation | 30,450 | 37,029 | |||||||||
| Non-cash rent expense | 25,181 | 26,900 | |||||||||
| Impairment charges associated with long-lived assets | 2,941 | 6,620 | |||||||||
| (Gain) loss on disposal of property and equipment, net | (6,548) | 13,742 | |||||||||
| Write-off of debt discounts and issuance costs | 3,510 | — | |||||||||
| Amortization of debt discounts and issuance costs | 5,891 | 5,862 | |||||||||
| Changes in operating assets and liabilities | 1,794 | (4,407) | |||||||||
| Other | 2,919 | (3,240) | |||||||||
| Net cash provided by operating activities | 411,976 | 330,946 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (388,213) | (529,965) | |||||||||
| Proceeds from sale-leaseback transactions | 207,714 | 121,831 | |||||||||
| Proceeds from the sale of land | 15,577 | 4,169 | |||||||||
| Other | 2,819 | 416 | |||||||||
| Net cash used in investing activities | (162,103) | (403,549) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from borrowings | — | 44,291 | |||||||||
| Repayments of debt | (408,612) | (11,202) | |||||||||
| Proceeds from revolving credit facility | 1,045,000 | 986,000 | |||||||||
| Repayments of revolving credit facility | (925,000) | (961,000) | |||||||||
| Repayments of finance lease liabilities | (626) | (771) | |||||||||
| Proceeds from financing obligations | 4,300 | 1,500 | |||||||||
| Payments of debt discounts and issuance costs | (1,873) | (2,550) | |||||||||
| Proceeds from the issuance of common stock, net of issuance costs | 124,357 | — | |||||||||
| Proceeds from stock option exercises | 19,548 | 14,897 | |||||||||
| Proceeds from issuances of common stock in connection with the employee stock purchase plan | 1,462 | 1,450 | |||||||||
| Other | (1,304) | (110) | |||||||||
| Net cash (used in) provided by financing activities | (142,748) | 72,505 | |||||||||
| Effect of exchange rates on cash and cash equivalents and restricted cash and cash equivalents | (38) | 30 | |||||||||
| Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 107,087 | (68) | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents—beginning of period | 29,966 | 25,509 | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents—end of period | $ | 137,053 | $ | 25,441 | |||||||
Non-GAAP Measurements and Key Performance Indicators
See “Use of Non-GAAP Financial Measures and Key Performance Indicators” for a discussion of the Non-GAAP financial measures reconciled below.
Key Performance Indicators
($ in thousands, except for Average Center revenue per center membership)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Membership Data | |||||||||||||||||||||||
| Center memberships | 826,502 | 784,331 | 826,502 | 784,331 | |||||||||||||||||||
| Digital on-hold memberships | 50,007 | 45,708 | 50,007 | 45,708 | |||||||||||||||||||
| Total memberships | 876,509 | 830,039 | 876,509 | 830,039 | |||||||||||||||||||
| Revenue Data | |||||||||||||||||||||||
| Membership dues and enrollment fees | 72.3 | % | 71.8 | % | 72.4 | % | 71.7 | % | |||||||||||||||
| In-center revenue | 27.7 | % | 28.2 | % | 27.6 | % | 28.3 | % | |||||||||||||||
| Total Center revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Membership dues and enrollment fees | $ | 488,105 | $ | 407,903 | $ | 1,376,212 | $ | 1,152,506 | |||||||||||||||
| In-center revenue | 186,670 | 160,499 | 524,055 | 455,773 | |||||||||||||||||||
| Total Center revenue | $ | 674,775 | $ | 568,402 | $ | 1,900,267 | $ | 1,608,279 | |||||||||||||||
Average Center revenue per center membership (1)
|
$ | 815 | $ | 722 | $ | 2,361 | $ | 2,095 | |||||||||||||||
Comparable center revenue (2)
|
12.1 | % | 11.4 | % | 11.8 | % | 16.6 | % | |||||||||||||||
| Center Data | |||||||||||||||||||||||
Net new center openings (3)
|
2 | 6 | 6 | 9 | |||||||||||||||||||
Total centers (end of period) (3)
|
177 | 170 | 177 | 170 | |||||||||||||||||||
Total center square footage (end of period) (4)
|
17,400,000 | 16,700,000 | 17,400,000 | 16,700,000 | |||||||||||||||||||
| GAAP and Non-GAAP Financial Measures | |||||||||||||||||||||||
| Net income | $ | 41,355 | $ | 7,915 | $ | 119,077 | $ | 52,379 | |||||||||||||||
Net income margin (5)
|
6.0 | % | 1.4 | % | 6.1 | % | 3.2 | % | |||||||||||||||
Adjusted net income (6)
|
$ | 56,278 | $ | 26,684 | $ | 140,158 | $ | 91,139 | |||||||||||||||
Adjusted net income margin (6)
|
8.1 | % | 4.6 | % | 7.2 | % | 5.5 | % | |||||||||||||||
Adjusted EBITDA (7)
|
$ | 180,293 | $ | 142,981 | $ | 499,816 | $ | 399,123 | |||||||||||||||
Adjusted EBITDA margin (7)
|
26.0 | % | 24.4 | % | 25.5 | % | 24.1 | % | |||||||||||||||
| Center operations expense | $ | 371,134 | $ | 319,401 | $ | 1,048,544 | $ | 896,113 | |||||||||||||||
Pre-opening expenses (8)
|
$ | 1,164 | $ | 1,477 | $ | 4,819 | $ | 6,146 | |||||||||||||||
| Rent | $ | 78,575 | $ | 69,225 | $ | 225,804 | $ | 203,196 | |||||||||||||||
Non-cash rent expense (open properties) (9)
|
$ | 9,684 | $ | 8,409 | $ | 20,734 | $ | 25,662 | |||||||||||||||
Non-cash rent expense (properties under development) (9)
|
$ | 1,847 | $ | 861 | $ | 4,447 | $ | 1,238 | |||||||||||||||
| Net cash provided by operating activities | $ | 151,146 | $ | 114,655 | $ | 411,976 | $ | 330,946 | |||||||||||||||
Free cash flow (10)
|
$ | 138,332 | $ | (30,274) | $ | 247,054 | $ | (73,019) | |||||||||||||||
(1) We define Average Center revenue per center membership as Center revenue less Digital on-hold revenue, divided by the average number of Center memberships for the period, where the average number of Center memberships for the period is an average derived
from dividing the sum of the total Center memberships outstanding at the beginning of the period and at the end of each month during the period by one plus the number of months in each period.
(2) We measure the results of our centers based on how long each center has been open as of the most recent measurement period. We include a center, for comparable center revenue purposes, beginning on the first day of the 13th full calendar month of the center’s operation, in order to assess the center’s growth rate after one year of operation.
(3) Net new center openings is calculated as the number of centers that opened for the first time to members during the period, less any centers that closed during the period. Total centers (end of period) is the number of centers operational as of the last day of the period. During the three months ended September 30, 2024, we opened two centers.
(4) Total center square footage (end of period) reflects the aggregate square footage, excluding the areas used for tennis courts, outdoor swimming pools, outdoor play areas and stand-alone Work, Sport and Swim locations. We use this metric for evaluating the efficiencies of a center as of the end of the period. These figures are approximations.
(5) Net income margin is calculated as net income divided by total revenue.
(6) We present Adjusted net income as a supplemental measure of our performance. We define Adjusted net income as net income excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations, less the tax effect of these adjustments.
Adjusted net income margin is calculated as Adjusted net income divided by total revenue.
The following table provides a reconciliation of net income and income per common share, the most directly comparable GAAP measures, to Adjusted net income and Adjusted net income per common share:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net income | $ | 41,355 | $ | 7,915 | $ | 119,077 | $ | 52,379 | |||||||||||||||
Share-based compensation expense (a)
|
11,752 | 14,858 | 30,450 | 37,029 | |||||||||||||||||||
Loss (gain) on sale-leaseback transactions (b)
|
4,902 | 12,672 | (2,620) | 13,431 | |||||||||||||||||||
Legal settlements (c)
|
1,250 | — | 1,250 | — | |||||||||||||||||||
Asset impairments (d)
|
— | 5,340 | — | 6,620 | |||||||||||||||||||
Other (e)
|
2,869 | (312) | (927) | (4,852) | |||||||||||||||||||
Taxes (f)
|
(5,850) | (13,789) | (7,072) | (13,468) | |||||||||||||||||||
| Adjusted net income | $ | 56,278 | $ | 26,684 | $ | 140,158 | $ | 91,139 | |||||||||||||||
| Income per common share: | |||||||||||||||||||||||
| Basic | $ | 0.20 | $ | 0.04 | $ | 0.60 | $ | 0.27 | |||||||||||||||
| Diluted | $ | 0.19 | $ | 0.04 | $ | 0.57 | $ | 0.26 | |||||||||||||||
| Adjusted income per common share: | |||||||||||||||||||||||
| Basic | $ | 0.28 | $ | 0.14 | $ | 0.70 | $ | 0.47 | |||||||||||||||
| Diluted | $ | 0.26 | $ | 0.13 | $ | 0.67 | $ | 0.45 | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | 202,945 | 196,146 | 199,793 | 195,404 | |||||||||||||||||||
| Diluted | 214,633 | 204,298 | 207,841 | 203,954 | |||||||||||||||||||
(a) Share-based compensation expense recognized during the three and nine months ended September 30, 2024, was associated with stock options, restricted stock units, performance stock units, our employee stock purchase plan (“ESPP”) that launched on December 1, 2022, and liability-classified awards related to our 2024 short-term incentive plan. Share-based compensation expense recognized during the three and nine months ended September 30, 2023, was associated with stock options, restricted stock units, our ESPP and liability-classified awards related to our 2023 short-term incentive plan.
(b) We adjust for the impact of gains and losses on the sale-leaseback of our properties as they do not reflect costs associated with our ongoing operations.
(c) We adjust for the impact of unusual legal settlements. These costs are non-recurring in nature and do not reflect costs associated with our normal ongoing operations.
(d) Represents non-cash asset impairments of our long-lived assets.
(e) Includes (i) a $3.5 million write-off of the unamortized debt discounts and issuance costs associated with the extinguishment of our former term loan facility and construction loan for the three and nine months ended September 30, 2024, (ii) (gain) loss on sales of land of $(0.6) million and $0.4 million for the three months ended September 30, 2024 and 2023, respectively, and $(5.0) million and $0.4 million for the nine months ended September 30, 2024 and 2023, respectively, and (iii) legal-related
expenses in pursuit of our claim against Zurich of $0.1 million for the three months ended September 30, 2023, and $0.6 million and $0.7 million for the nine months ended September 30, 2024 and 2023, respectively. For 2023, also includes a subsidy (credit) for our Canadian operations in connection with COVID-19 of $(0.3) million for the nine months ended September 30, 2023 and gain on sales of the Company’s triathlons and certain other assets of $(0.8) million and $(5.7) million for the three and nine months ended September 30, 2023, respectively.
(f) Represents the estimated tax effect of the total adjustments made to arrive at Adjusted net income using the effective income tax rates for the respective periods.
(7) We present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as net income before interest expense, net, provision for income taxes and depreciation and amortization, excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by total revenue.
The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net income | $ | 41,355 | $ | 7,915 | $ | 119,077 | $ | 52,379 | |||||||||||||||
| Interest expense, net of interest income | 36,011 | 33,075 | 111,083 | 96,249 | |||||||||||||||||||
| Provision for income taxes | 16,213 | 5,815 | 39,945 | 18,200 | |||||||||||||||||||
| Depreciation and amortization | 69,451 | 63,618 | 205,068 | 180,067 | |||||||||||||||||||
Share-based compensation expense (a)
|
11,752 | 14,858 | 30,450 | 37,029 | |||||||||||||||||||
Loss (gain) on sale-leaseback transactions (b)
|
4,902 | 12,672 | (2,620) | 13,431 | |||||||||||||||||||
Legal settlements (c)
|
1,250 | — | 1,250 | — | |||||||||||||||||||
Asset impairments (d)
|
— | 5,340 | — | 6,620 | |||||||||||||||||||
Other (e)
|
(641) | (312) | (4,437) | (4,852) | |||||||||||||||||||
| Adjusted EBITDA | $ | 180,293 | $ | 142,981 | $ | 499,816 | $ | 399,123 | |||||||||||||||
(a) – (d) See the corresponding footnotes to the table in footnote 6 immediately above.
(e) Includes (i) (gain) loss on sales of land of $(0.6) million and $0.4 million for the three months ended September 30, 2024 and 2023, respectively, and $(5.0) million and $0.4 million for the nine months ended September 30, 2024 and 2023, respectively, and (ii) legal-related expenses in pursuit of our claim against Zurich of $0.1 million for the three months ended September 30, 2023, and $0.6 million and $0.7 million for the nine months ended September 30, 2024 and 2023, respectively. For 2023, also includes a subsidy (credit) for our Canadian operations in connection with COVID-19 of $(0.3) million for the nine months ended September 30, 2023 and gain on sales of the Company’s triathlons and certain other assets of $(0.8) million and $(5.7) million for the three and nine months ended September 30, 2023, respectively.
(8) Represents non-capital expenditures associated with opening new centers that are incurred prior to the commencement of a new center opening. The number of centers under construction or development, the types of centers and our costs associated with any particular center opening can vary significantly from period to period.
(9) Reflects the non-cash portion of our annual GAAP operating lease expense that is greater or less than the cash operating lease payments. Non-cash rent expense for our open properties represents non-cash expense associated with properties that were operating at the end of each period presented. Non-cash rent expense for our properties under development represents non-cash expense associated with properties that are still under development at the end of each period presented.
(10) Free cash flow, a non-GAAP financial measure, is calculated as net cash provided by operating activities less capital expenditures, net of construction reimbursements, plus net proceeds from sale-leaseback transactions and land sales.
The following table provides a reconciliation from net cash provided by operating activities to free cash flow:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net cash provided by operating activities | $ | 151,146 | $ | 114,655 | $ | 411,976 | $ | 330,946 | |||||||||||||||
| Capital expenditures, net of construction reimbursements | (87,106) | (192,889) | (388,213) | (529,965) | |||||||||||||||||||
| Proceeds from sale-leaseback transactions | 65,043 | 43,791 | 207,714 | 121,831 | |||||||||||||||||||
| Proceeds from land sales | 9,249 | 4,169 | 15,577 | 4,169 | |||||||||||||||||||
| Free cash flow | $ | 138,332 | $ | (30,274) | $ | 247,054 | $ | (73,019) | |||||||||||||||
Reconciliation of Net Income to Adjusted EBITDA Trailing Twelve Months
($ in thousands)
(Unaudited)
| Twelve | Twelve | ||||||||||
| Months Ended | Months Ended | ||||||||||
| September 30, 2024 | September 30, 2023 | ||||||||||
| Net income | $ | 142,761 | $ | 66,105 | |||||||
| Interest expense, net of interest income | 145,631 | 125,054 | |||||||||
| Provision for income taxes | 40,472 | 20,831 | |||||||||
| Depreciation and amortization | 269,398 | 237,270 | |||||||||
| Share-based compensation expense | 43,564 | 41,106 | |||||||||
| (Gain) loss on sale-leaseback transactions | (2,463) | 13,966 | |||||||||
| Legal settlements | 1,250 | — | |||||||||
| Asset impairments | — | 5,340 | |||||||||
| Other | (3,090) | (3,523) | |||||||||
| Adjusted EBITDA | $ | 637,523 | $ | 506,149 | |||||||
Reconciliation of Net Debt and Leverage Calculation
($ in thousands)
(Unaudited)
| Twelve | Twelve | ||||||||||
| Months Ended | Months Ended | ||||||||||
| September 30, 2024 | September 30, 2023 | ||||||||||
| Current maturities of debt | $ | 12,439 | $ | 64,033 | |||||||
| Long-term debt, net of current portion | 1,639,752 | 1,815,965 | |||||||||
| Total Debt | $ | 1,652,191 | $ | 1,879,998 | |||||||
| Less: Fair value adjustment | 323 | 682 | |||||||||
| Less: Unamortized debt discounts and issuance costs | (6,462) | (16,531) | |||||||||
| Less: Cash and cash equivalents | 120,947 | 9,199 | |||||||||
| Net Debt | $ | 1,537,383 | $ | 1,886,648 | |||||||
| Trailing twelve-month Adjusted EBITDA | 637,523 | 506,149 | |||||||||
| Net Debt Leverage Ratio | 2.4x | 3.7x | |||||||||
Reconciliation of Net Income to Adjusted EBITDA Guidance for 2024
($ in millions)
(Unaudited)
| Year Ended | |||||
| December 31, 2024 | |||||
| Net income | $138 – $140 | ||||
Interest expense, net of interest income (1)
|
155 – 151 | ||||
| Provision for income taxes | 51 – 52 | ||||
| Depreciation and amortization | 272 – 275 | ||||
| Share-based compensation expense | 48 – 50 | ||||
| (Gain) on sale-leaseback transactions | (3) – (3) | ||||
| Other | (3) – (3) | ||||
| Adjusted EBITDA | $658 – $662 | ||||
(1) Includes approximately $15 million of estimated one-time interest expense related to the refinancing of our senior secured and unsecured notes.