Tom Fitzgerald
Analyst · Piper Jaffray
Thanks, Chris, and good afternoon, everyone. We opened 41 stores during Q4, bringing our full year total to 130. This compares to 102 in Q4 last year, which resulted in 2019 being a record year for us with 261 new stores opened. Our primary focus over the last several quarters has been reopening stores, restarting our national acquisition marketing efforts, which we did in September. And as a reminder, as Chris said, we provided our franchisees a 12-month extension on all new store development requirements and an 18-month extension on their equipment replacement commitments. For the fourth quarter, total revenue was $133.8 million down $57.7 million or 30.1%, compared to $191.5 million in Q4 last year. Of the $57.7 million decline, $49.0 million or 85% was attributable to lower equipment revenue, which was the result of the development and replacement equipment dynamics, I just mentioned. The remainder of the year-over-year change in total revenue was primarily due to the impact from temporary store closures due to COVID-19 and lower membership levels. We ended December with approximately 13.5 million members, down 0.9 million from where we ended 2019. This compares to the 15.5 million members at the end of Q1, 15.2 million at the end of Q2, and 14.1 million at the end of Q3. The decline in memberships was primarily a function of lower gross new joins as we paused our national acquisition marketing efforts between March and September, while the majority of stores were temporarily closed. In fact, the average number of cancels per store in 2020 was consistent with 2019. With the decline in net membership we experienced starting in March when the pandemic forced the temporary closure of all of our stores, system-wide same store sales turned negative in the third quarter and declined further in Q4. Now for some context, we reported 53 consecutive quarters of positive system-wide same store sales growth before COVID hit in March and shut down all of our stores. This simple average of our quarterly system-wide same store sales growth over those 53 quarters was 12.0%, followed by negative system-wide same-store store sales growth once we resumed reporting the metric in Q3, and Q4, primarily driven by the impact of the pandemic. Our model and historically strong same store sales results depend on the ability to continually grow net membership levels across our store base, month-over-month, quarter-over-quarter and year-over-year. Additionally, in our recurring revenue model, our same store sales performance at any point in time is a function of what happened to our membership levels over the trailing 12-months. For the fourth quarter system-wide same store sales were down 10.6% with franchise down 10.6% and corporate-owned down 11.7%. The 10.6% decline in system-wide same store sales was largely due to a decline in membership levels, slightly offset by an increase in average rate. Black Card penetration declined 40 basis points year-over-year to 60.5%, with the decrease attributable to the cumulative effect of not having any Black Card national sales in 2020, versus before we had in 2019. Additionally, the impact of multiple national sales in Q4 of 2020 versus one in Q4 of 2019 increased the rate of $10 joins. Black Card penetration in Q4 of 2020 was down 20 basis points compared with the third quarter. And we incorrectly disclosed back in November that Q3 Black Card penetration was 62.7%, up 120 basis points versus Q3 of 2019. The corrected Q3 Black Card penetration is 60.7%, down 50 basis points versus the prior year period. The calculated metric we have in our system for monthly EFT member count was erroneously factoring out frozen numbers, which never had a material impact in the past, but when we began to see a modest increase in frozen members in Q3, the fields understated our EFT member balance enough to skew the Black Card percentage. To be clear, it was a formula error that we did not detect, and is not a fundamental shift in the perceived value of the Black Card. Given the change in Black Card promotional cadence versus the prior year and the prolonged pandemic, we are pleased with the fact that the majority of our new members choose the Black Card option, even though it is more than twice the $10 membership fee we predominantly advertise in our marketing. Looking ahead, the way our recurring revenue model works, our same store sales growth will improve once the quarter-to-quarter growth in membership levels in our comp stores exceeds the quarter-to-quarter member growth in the same prior year period. Therefore, we expect same store sales to decline further in Q1 compared with Q4. We would expect to see improvement during Q3 of 2021, when we cycle the prior year's most significant membership declines, depending on COVID-related developments. Note, that we will not report a same store sales metric for Q2, due to the majority of our store base being closed during the prior year period. Moving on to a review of our segment revenue results, franchise segment revenue was $66.9 million down $6.4 million or 8.8%, compared to the $73.3 million in the prior year period. Now let me break down the components. First royalty revenue, which consists of royalties on monthly membership dues, and annual membership fees was $43.8 million compared to $48.4 million in the same quarter of last year. The $43.8 million of revenue includes $3.3 million attributable to catch up billing of annual membership fees that were not billed on their normal schedule due to COVID-related store closures. The average royalty rate for the fourth quarter, for the stores that drafted was 6.3%, consistent with the same period last year. Next our franchise and other fees were $3.4 million compared to $4.5 million in the prior year period. These are fees received from online new member signups, the recognition of fees paid to us for franchise agreements, area development agreements and the transfer of existing stores. The decrease was primarily driven by lower ADA and FA fees during the quarter. Also, within franchise segment revenue is our placement revenue, which was $2.6 million in the fourth quarter compared to $5.6 million a year ago. These are fees we received for the assembly and placement of equipment sales to our franchisee e-own stores within the U.S. and Canada. The decrease reflects fewer new store and reequipped placements executed in the quarter compared with a year ago. I'll discuss the number of new equipment placements later when I discuss equipment revenues. Finally, national advertising fund revenue was $16.8 million compared to $13.2 million last year. The year-over-year increase was driven by a higher net contribution rate of 3.25% that our franchisees approved as a temporary rate increase, and was in effect from the start of September through the end of 2020. Our corporate-owned store segment revenue was $38.9 million compared with $41.2 million in the prior year period. The $2.3 million decrease was due to lower membership fees from temporary COVID-related store closures and lower membership levels, partially offset by revenue from nine new stores that opened since the beginning of Q4, 2019, and 12 stores that were acquired in December of 2019. Turning to our equipment segment, revenue decreased $49.0 million or 63.7% to $28.0 million from $77.0 million. The decrease was driven by both the reduced new store openings versus last year that I mentioned earlier in the call, along with lower replacement equipment sales to existing franchisee-owned stores. Replacement equipment sales in Q4 were $8.4 million compared to $20.6 million in Q4 last year. In the fourth quarter, we had 45 new store equipment replacements, which was down 63 from the prior year period. An additional driver of the decline was the 15% discount offer we launched beginning in Q2 on all equipment orders to support our new store development and replacement orders. This offer applied to all equipment purchased and placed by the end of 2020. Our cost of revenue, which primarily relates to direct cost of equipment sales to new and existing franchisee owned stores, amounted to $25.3 million compared to $59.4 million a year ago. A decrease of 57.3% similar to the equipment segment revenue decrease, I previously discussed. Store operation expenses which are associated with our corporate-owned stores increased to $25.6 million compared to $22.7 million a year ago. The increase was primarily driven by higher rent and occupancy expense, associated with nine new stores open since the beginning of Q4 2019, and the 12 stores that were acquired in December of 2019. SG&A for the quarter was $17.4 million, compared to $20.9 million a year ago. The decrease was primarily driven by lower compensation and travel expenses, partially offset by higher marketing expense. National advertising fund expense was $15.0 million compared to $13.1 million in the prior year period. The higher expense reflects the portion of the $10 million incremental investment we made in national advertising from October through December that was recognized in the fourth quarter. Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that are not considered in the evaluation of ongoing operating performance was $51.1 million, compared to $76.6 million in the prior year period. A reconciliation of adjusted EBITDA to GAAP, net income or loss can be found in the earnings release. I'll now summarize Q4 adjusted EBITDA by segment. Franchise adjusted EBITDA was $43.6 million down $7.3 million or 14.3%. Corporate store adjusted EBITDA was $12.7 million, down $5.1 million or 28.9%. And equipment adjusted EBITDA was $3.1 million down $15.5 million or 83.2%. Adjusted net income was $15.1 million and adjusted net income per diluted share was $0.17, down from $0.44 per diluted share in the year ago period. Now, let me turn to the balance sheet. As of December 31, 2020, we had $515.8 million in total cash, with cash and cash equivalents of $439.5 million, compared to $419.7 million on September 30, 2020. In addition, we ended the quarter with $76.3 million of restricted cash compared to $81.9 million at the end of Q3. We took some aggressive measures in 2020 to bolster our liquidity, and are pleased with our cash position at the end of 2020, which should allow us to weather continued uncertainty related COVID, but to also be able to invest in growth opportunities where appropriate. Total long-term debt excluding deferred financing costs was $1.8 billion as of December 31, 2020, consisting of our three chances of securitized debt and $75.0 million of variable funding notes. Our securitized debt structure is covenant light, we have two maintenance covenants, a debt service coverage ratio and a total system-wide sales threshold. Both of these are tested quarterly, calculated on a trailing 12-month basis and reported on roughly a two months lag. In our most recent debt covenant reporting period of December 5, 2020, we had a 32% and a 98% cushion to the first triggering event for our debt service coverage ratio, and our system-wide sales covenant, respectively. We believe we have sufficient headroom for our two maintenance covenants. While we are refraining from providing guidance due to the uncertainty surrounding the evolving nature of the pandemic, we do want to share current thoughts on development for 2021. As we announced last May, we provided franchisees with a 12-month extension on all their development requirements. With 130 stores opening in 2020, the vast majority of which signed leases prior to the outbreak of COVID. There are very few stores required to open in 2021. Until there is more certainty that there will not be further large scale COVID-related temporary gym closures, franchisees are proceeding cautiously on development. Once conditions normalized, we expect franchisees to capitalize on the industry consolidation and more favorable real estate trends that are starting to emerge. Based on ADA schedules and the number of leases currently signed, combined with the fact that it takes between six to nine months to open a store once the lease is signed, our current view is that the new store openings will likely be in the range of 75 to 100 for 2021. Near-term development is still a very fluid situation due to the pandemic, so we will update this view as the year progresses. While new development will be modest this year based on what we have heard regarding vaccines, we believe we will get back to 200 plus new store openings per year that we experienced for the last few years pre-COVID. We think it's just a question of when, not if. While the near-term is difficult to predict, we believe that we are well-positioned financially and strategically compared to the rest of the industry to capitalize on the many value creating opportunities, we believe will emerge over the mid to long-term as the country comes out of the pandemic. And as the country collectively navigates towards the new normal, we believe that eventually the post-pandemic future will be similar and possibly better compared to the pre-pandemic levels, as it relates to the strong margins and the returns on investment our model producers. I'll now turn the call back to the operator for questions.