8-K
Life Time Group Holdings, Inc. (LTH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 26, 2024
Life Time Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40887 | 47-3481985 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
2902 Corporate Place
Chanhassen, Minnesota 55317
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (952) 947-0000
N/A (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Common stock, par value $0.01 per share | LTH | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 1, 2024, Life Time Group Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 26, 2024, the Company held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the proposals set forth below, which were detailed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2024 (the “2024 Proxy Statement”). On the record date for the Annual Meeting, there were 196,705,443 shares of the Company’s common stock outstanding and entitled to vote.
(1) A proposal to elect four Class III directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. Each Class III director nominee was elected to the Board of Directors and received the following votes:
| FOR | WITHHELD | BROKER NON-VOTE | |
|---|---|---|---|
| Jimena Almendares | 166,886,489 | 1,862,891 | 4,123,599 |
| Donna Coallier | 166,904,437 | 1,844,943 | 4,123,599 |
| John Danhakl | 145,209,909 | 23,539,471 | 4,123,599 |
| Paul Hackwell | 147,723,117 | 21,026,263 | 4,123,599 |
(2) A proposal to approve, on an advisory (non-binding) basis, the Company’s named executive officer compensation as disclosed in the 2024 Proxy Statement (referred to as the “Say-on-Pay Vote”). The proposal was approved and received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
|---|---|---|---|
| 163,169,121 | 5,564,159 | 16,100 | 4,123,599 |
(3) A proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposal was approved and received the following votes:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 171,779,285 | 1,083,615 | 10,079 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Earnings Release of Life Time Group Holdings, Inc., datedMay1, 2024. |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Life Time Group Holdings, Inc. | ||
|---|---|---|
| Date: May 1, 2024 | By: | /s/ Erik Weaver |
| Erik Weaver | ||
| Senior Vice President, Interim Chief Financial Officer & Controller |
4
Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
Life Time Reports First Quarter 2024 Financial Results
CHANHASSEN, Minn. (May 1, 2024) – Life Time Group Holdings, Inc. (“Life Time,” “we,” “our,” “us,” or the “Company”) (NYSE: LTH) today announced its financial results for the fiscal first quarter ended March 31, 2024.
Bahram Akradi, Founder, Chairman and CEO, stated: “We are extremely pleased with our first quarter financial performance. The desirability of our brand combined with historic levels of member retention and engagement continues to drive strong financial results. As a result, we are raising our full-year revenue and Adjusted EBITDA guidance. We also remain on track to achieve our other 2024 financial goals, namely being free cash flow positive beginning in the second quarter, further improving our balance sheet, and reducing our net debt leverage ratio.”
Financial Summary
| Three Months Ended | |||
|---|---|---|---|
| ( in millions, except memberships and per membership data) | March 31, | ||
| Total revenue | 596.7 | 510.9 | 16.8% |
| Center operations expenses | 321.9 | 274.1 | 17.4% |
| Rent | 72.3 | 66.5 | 8.7% |
| General, administrative and marketing expenses (1) | 48.9 | 42.5 | 15.1% |
| Net income (2) | 24.9 | 27.5 | (9.5)% |
| Adjusted net income | 30.5 | 23.2 | 31.5% |
| Adjusted EBITDA | 146.0 | 120.1 | 21.6% |
| Comparable center revenue | 11.1% | 24.6% | |
| Center memberships, end of period | 802,010 | 764,173 | 5.0% |
| Average center revenue per center membership | 745 | 667 | 11.7% |
All values are in US Dollars.
(1) The three months ended March 31, 2024, and 2023 included non-cash share-based compensation expense of $7.1 million and $4.7 million, respectively.
(2) Net income for the three months ended March 31, 2023, included tax-effected one-time net benefits of $8.7 million from sale-leasebacks and the sale of two triathlon events.
First Quarter 2024 Information
•Revenue increased 16.8% to $596.7 million due to continued strong growth in membership dues and in-center revenue.
•Center memberships increased by 37,837, or 5.0%, when compared to March 31, 2023, and increased sequentially from December 31, 2023, by 38,794, consistent with typical seasonality.
•Total subscriptions, which include center memberships and our digital on-hold memberships, increased 4.9% from March 31, 2023, to 853,072.
•Center operations expenses increased 17.4% to $321.9 million primarily due to increased operating costs related to our new and ramping centers as well as growth in memberships and in-center business revenue.
•General, administrative and marketing expenses increased 15.1% to $48.9 million primarily due to higher share-based compensation expense in the current period, timing of marketing expenses primarily related to our new club openings, and increased information technology costs.
•Net income decreased $2.6 million to $24.9 million primarily due to tax-effected one-time net benefits of a $5.1 million gain from sale-leasebacks and a $3.6 million gain related to the sale of two triathlon events in the prior year period, which gains were largely offset by improved business performance in the current period.
•Adjusted net income increased $7.3 million to $30.5 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
•The Company opened one new center in the first quarter of 2024.
•As of March 31, 2024, Life Time operated a total of 172 centers.
Cash Flow Highlights
| Three Months Ended | |||
|---|---|---|---|
| ( in millions) | March 31, | ||
| Net cash provided by operating activities | 90.4 | 74.3 | 21.7% |
| Growth capital expenditures (1) | 105.2 | 123.0 | (14.5)% |
| Maintenance capital expenditures (2) | 51.6 | 47.8 | 7.9% |
| Total capital expenditures | 156.8 | 170.8 | (8.2)% |
All values are in US Dollars.
(1) Includes new center land and construction, asset acquisitions and initial major remodels of acquired centers.
(2) Includes general maintenance and modernization of existing centers and technology.
Liquidity and Capital Resources
•As of March 31, 2024, the Company’s total available liquidity was $242.7 million, which included availability on our revolving credit facility and cash and cash equivalents.
•The Company’s net debt leverage ratio improved to 3.6x as of March 31, 2024, from 5.2x as of March 31, 2023.
2024 Outlook
Full-Year 2024 Guidance
| Percent | Year Ended | |||
|---|---|---|---|---|
| Year Ended | Year Ended | Change | December 31, 2024 | |
| December 31, 2024 | December 31, 2023 | (Using | (Guidance as of | |
| ($ in millions) | (Guidance) | (Actual) | Midpoints) | February 28, 2024 |
| Revenue | $2,500 – $2,530 | $2,216.6 | 13.5% | $2,460 – $2,500 |
| Adjusted EBITDA | $603 – $618 | $536.8 | 13.7% | $595 – $610 |
| Rent | $300 – $312 | $275.1 | 11.2% | $300 – $312 |
Conference Call Details
A conference call to discuss the Company’s first quarter financial results is scheduled for today:
•Date: Wednesday, May 1, 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 1Q 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 May 15, 2024:
•U.S. replay number: 1-844-512-2921
•International replay number: 1-412-317-6671
•Replay ID: 1374 5673
#
About Life Time
Life Time (NYSE: LTH) empowers people to live healthy, happy lives through its portfolio of more than 170 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 39,000 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 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, or total debt (defined as long-term debt, net of current portion, plus current maturities of debt) as a measure of financial performance 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, (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, including incremental costs related to COVID-19, less the tax effect of these adjustments. Adjusted EBITDA is defined as net income before interest expense, net, provision for (benefit from) income taxes and depreciation and amortization, excluding the impact of share-based compensation expense, (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, including incremental costs related to COVID-19. 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. 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.
Please note that the Company has not provided the most directly comparable GAAP financial measure, or a quantitative reconciliation thereto, for the Adjusted EBITDA forward-looking guidance for 2024 included in this press release in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. Providing the most directly comparable GAAP financial measure, or a quantitative reconciliation thereto, cannot be done without unreasonable effort due to the inherent uncertainty and difficulty in predicting certain non-cash, material and/or non-recurring expenses or benefits; legal settlements or other matters; and certain tax positions. The variability of these items could have an unpredictable, and potentially significant, impact on our future GAAP financial results.
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.
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, rent expense, expected number of new center openings and successful signings and closings of center takeovers and sale-leaseback transactions (including the amount, pricing and timing thereof). 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<br>March 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Revenue: | ||||
| Center revenue | $ | 580,485 | $ | 497,752 |
| Other revenue | 16,232 | 13,099 | ||
| Total revenue | 596,717 | 510,851 | ||
| Operating expenses: | ||||
| Center operations | 321,900 | 274,109 | ||
| Rent | 72,282 | 66,537 | ||
| General, administrative and marketing | 48,853 | 42,497 | ||
| Depreciation and amortization | 65,903 | 58,197 | ||
| Other operating expense | 15,722 | 2,127 | ||
| Total operating expenses | 524,660 | 443,467 | ||
| Income from operations | 72,057 | 67,384 | ||
| Other (expense) income: | ||||
| Interest expense, net of interest income | (37,403) | (31,195) | ||
| Equity in earnings of affiliates | 177 | 143 | ||
| Total other expense | (37,226) | (31,052) | ||
| Income before income taxes | 34,831 | 36,332 | ||
| Provision for income taxes | 9,914 | 8,872 | ||
| Net income | $ | 24,917 | $ | 27,460 |
| Income per common share: | ||||
| Basic | $ | 0.13 | $ | 0.14 |
| Diluted | $ | 0.12 | $ | 0.14 |
| Weighted-average common shares outstanding: | ||||
| Basic | 197,498 | 194,572 | ||
| Diluted | 202,756 | 202,855 |
LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| March 31,<br>2024 | December 31,<br>2023 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 18,598 | $ | 11,161 |
| Restricted cash and cash equivalents | 18,126 | 18,805 | ||
| Accounts receivable, net | 22,854 | 23,903 | ||
| Center operating supplies and inventories | 53,140 | 52,803 | ||
| Prepaid expenses and other current assets | 71,000 | 57,751 | ||
| Income tax receivable | 7,752 | 10,101 | ||
| Total current assets | 191,470 | 174,524 | ||
| Property and equipment, net | 3,234,238 | 3,171,616 | ||
| Goodwill | 1,235,359 | 1,235,359 | ||
| Operating lease right-of-use assets | 2,183,544 | 2,202,601 | ||
| Intangible assets, net | 172,364 | 172,127 | ||
| Other assets | 76,662 | 75,914 | ||
| Total assets | $ | 7,093,637 | $ | 7,032,141 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 69,063 | $ | 81,252 |
| Construction accounts payable | 81,656 | 108,730 | ||
| Deferred revenue | 53,217 | 49,299 | ||
| Accrued expenses and other current liabilities | 161,550 | 185,305 | ||
| Current maturities of debt | 23,261 | 73,848 | ||
| Current maturities of operating lease liabilities | 60,772 | 58,764 | ||
| Total current liabilities | 449,519 | 557,198 | ||
| Long-term debt, net of current portion | 1,987,180 | 1,859,027 | ||
| Operating lease liabilities, net of current portion | 2,254,736 | 2,268,863 | ||
| Deferred income taxes, net | 61,962 | 56,066 | ||
| Other liabilities | 37,381 | 36,875 | ||
| Total liabilities | 4,790,778 | 4,778,029 | ||
| Stockholders’ equity: | ||||
| Common stock, $0.01 par value per share; 500,000 shares authorized; 198,791 and 196,671 shares issued and outstanding, respectively. | 1,988 | 1,967 | ||
| Additional paid-in capital | 2,861,359 | 2,835,883 | ||
| Accumulated deficit | (551,896) | (576,813) | ||
| Accumulated other comprehensive loss | (8,592) | (6,925) | ||
| Total stockholders’ equity | 2,302,859 | 2,254,112 | ||
| Total liabilities and stockholders’ equity | $ | 7,093,637 | $ | 7,032,141 |
LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended<br>March 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 24,917 | $ | 27,460 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 65,903 | 58,197 | ||
| Deferred income taxes | 5,996 | 6,333 | ||
| Share-based compensation | 7,626 | 5,622 | ||
| Non-cash rent expense | 5,958 | 9,028 | ||
| Loss (gain) on disposal of property and equipment, net | 245 | (6,693) | ||
| Amortization of debt discounts and issuance costs | 2,003 | 1,966 | ||
| Changes in operating assets and liabilities | (23,820) | (23,650) | ||
| Other | 1,579 | (3,915) | ||
| Net cash provided by operating activities | 90,407 | 74,348 | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (156,801) | (170,814) | ||
| Proceeds from sale-leaseback transactions | — | 32,676 | ||
| Other | (1,787) | 1,287 | ||
| Net cash used in investing activities | (158,588) | (136,851) | ||
| Cash flows from financing activities: | ||||
| Proceeds from borrowings | — | 7,916 | ||
| Repayments of debt | (54,117) | (3,701) | ||
| Proceeds from revolving credit facility | 445,000 | 345,000 | ||
| Repayments of revolving credit facility | (315,000) | (280,000) | ||
| Repayments of finance lease liabilities | (193) | (244) | ||
| Proceeds from stock option exercises | 484 | 3,456 | ||
| Other | (1,199) | (102) | ||
| Net cash provided by financing activities | 74,975 | 72,325 | ||
| Effect of exchange rates on cash and cash equivalents and restricted cash and cash equivalents | (36) | 6 | ||
| Increase in cash and cash equivalents and restricted cash and cash equivalents | 6,758 | 9,828 | ||
| 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 | $ | 36,724 | $ | 35,337 |
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 | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2024 | 2023 | |||||
| Membership Data | ||||||
| Center memberships | 802,010 | 764,173 | ||||
| Digital on-hold memberships | 51,062 | 49,333 | ||||
| Total memberships | 853,072 | 813,506 | ||||
| Revenue Data | ||||||
| Membership dues and enrollment fees | 73.3 | % | 71.8 | % | ||
| In-center revenue | 26.7 | % | 28.2 | % | ||
| Total Center revenue | 100.0 | % | 100.0 | % | ||
| Membership dues and enrollment fees | $ | 425,411 | $ | 357,488 | ||
| In-center revenue | 155,074 | 140,264 | ||||
| Total Center revenue | $ | 580,485 | $ | 497,752 | ||
| Average Center revenue per center membership (1) | $ | 745 | $ | 667 | ||
| Comparable center revenue (2) | 11.1 | % | 24.6 | % | ||
| Center Data | ||||||
| Net new center openings (3) | 1 | 3 | ||||
| Total centers (end of period) (3) | 172 | 164 | ||||
| Total center square footage (end of period) (4) | 16,900,000 | 16,100,000 | ||||
| GAAP and Non-GAAP Financial Measures | ||||||
| Net income | $ | 24,917 | $ | 27,460 | ||
| Net income margin (5) | 4.2 | % | 5.4 | % | ||
| Adjusted net income (6) | $ | 30,525 | $ | 23,211 | ||
| Adjusted net income margin (6) | 5.1 | % | 4.5 | % | ||
| Adjusted EBITDA (7) | $ | 145,977 | $ | 120,102 | ||
| Adjusted EBITDA margin (7) | 24.5 | % | 23.5 | % | ||
| Center operations expense | $ | 321,900 | $ | 274,109 | ||
| Pre-opening expenses (8) | $ | 2,452 | $ | 1,685 | ||
| Rent | $ | 72,282 | $ | 66,537 | ||
| Non-cash rent expense (open properties) (9) | $ | 4,184 | $ | 6,378 | ||
| Non-cash rent expense (properties under development) (9) | $ | 1,774 | $ | 2,650 |
(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 first quarter of 2024, we opened one center, which excludes two acquired centers that are not currently considered new center openings as they are under major remodel.
(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, (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, including incremental costs related to COVID-19, 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 | ||||
|---|---|---|---|---|
| March 31, | ||||
| ($ in thousands) | 2024 | 2023 | ||
| Net income | $ | 24,917 | $ | 27,460 |
| Share-based compensation expense (a) | 7,626 | 5,622 | ||
| Gain on sale-leaseback transactions (b) | — | (6,732) | ||
| Other (c) | 214 | (4,512) | ||
| Taxes (d) | (2,232) | 1,373 | ||
| Adjusted net income | $ | 30,525 | $ | 23,211 |
| Income per common share: | ||||
| Basic | $ | 0.13 | $ | 0.14 |
| Diluted | $ | 0.12 | $ | 0.14 |
| Adjusted income per common share: | ||||
| Basic | $ | 0.15 | $ | 0.12 |
| Diluted | $ | 0.15 | $ | 0.11 |
| Weighted-average common shares outstanding: | ||||
| Basic | 197,498 | 194,572 | ||
| Diluted | 202,756 | 202,855 |
(a) Share-based compensation expense recognized during the three months ended March 31, 2024, was associated with stock options, restricted stock units, performance stock units and our employee stock purchase plan (“ESPP”) that launched on December 1, 2022. Share-based compensation expense recognized during the three months ended March 31, 2023, was associated with stock options, restricted stock, restricted stock units, our ESPP and liability classified awards related to our short-term incentive plan in 2023.
(b) We adjust for the impact of losses and gains on the sale-leaseback of our properties as they do not reflect costs associated with our ongoing operations.
(c) Includes benefits and costs associated with transactions that are unusual and non-recurring in nature.
(d) 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 (benefit from) income taxes and depreciation and amortization, excluding the impact of share-based compensation expense, loss (gain) 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 | ||||
|---|---|---|---|---|
| March 31, | ||||
| ($ in thousands) | 2024 | 2023 | ||
| Net income | $ | 24,917 | $ | 27,460 |
| Interest expense, net of interest income | 37,403 | 31,195 | ||
| Provision for income taxes | 9,914 | 8,872 | ||
| Depreciation and amortization | 65,903 | 58,197 | ||
| Share-based compensation expense (a) | 7,626 | 5,622 | ||
| Gain on sale-leaseback transactions (b) | — | (6,732) | ||
| Other (c) | 214 | (4,512) | ||
| Adjusted EBITDA | $ | 145,977 | $ | 120,102 |
(a) – (c) See the corresponding footnotes to the table in footnote 6 immediately above.
(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.
Proceeds from Sale-Leaseback Transactions
($ in thousands)
(Unaudited)
| Three Months Ended | ||||
|---|---|---|---|---|
| March 31, | ||||
| 2024 | 2023 | |||
| Proceeds from sale-leaseback transactions | $ | — | $ | 32,676 |
Reconciliation of Net Income to Adjusted EBITDA Trailing Twelve Months
($ in thousands)
(Unaudited)
| Twelve | Twelve | |||
|---|---|---|---|---|
| Months Ended | Months Ended | |||
| March 31, 2024 | March 31, 2023 | |||
| Net income | $ | 73,520 | $ | 63,633 |
| Interest expense, net of interest income | 137,005 | 114,789 | ||
| Provision for income taxes | 19,769 | 10,914 | ||
| Depreciation and amortization | 252,103 | 228,973 | ||
| Share-based compensation expense | 52,148 | 21,475 | ||
| Loss (gain) on sale-leaseback transactions | 20,356 | (75,992) | ||
| Asset impairments | 5,340 | — | ||
| Other | 2,464 | (2,592) | ||
| Adjusted EBITDA | $ | 562,705 | $ | 361,200 |
Reconciliation of Net Debt and Leverage Calculation
($ in thousands)
(Unaudited)
| Twelve | Twelve | |||
|---|---|---|---|---|
| Months Ended | Months Ended | |||
| March 31, 2024 | March 31, 2023 | |||
| Current maturities of debt | $ | 23,261 | $ | 65,585 |
| Long-term debt, net of current portion | 1,987,180 | 1,824,913 | ||
| Total Debt | $ | 2,010,441 | $ | 1,890,498 |
| Less: Fair value adjustment | 400 | 1,005 | ||
| Less: Unamortized debt discounts and issuance costs | (13,466) | (17,480) | ||
| Less: Cash and cash equivalents | 18,598 | 23,213 | ||
| Net Debt | $ | 2,004,909 | $ | 1,883,760 |
| Trailing twelve-month Adjusted EBITDA | 562,705 | 361,200 | ||
| Net Debt Leverage Ratio | 3.6x | 5.2x |