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8-K - FORM 8-K - TOWN SPORTS INTERNATIONAL HOLDINGS INCy87409e8vk.htm
Exhibit 99.1
For Release on October 27, 2010
TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES THIRD QUARTER 2010
FINANCIAL RESULTS
New York, NY — October 27, 2010 — Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB), a leading owner and operator of health clubs located primarily in major cities from Washington, DC north through New England, operating under the brand names “New York Sports Clubs,” “Boston Sports Clubs,” “Washington Sports Clubs” and “Philadelphia Sports Clubs,” announced its results for the third quarter ended September 30, 2010.
Third Quarter Overview:
  Revenue decreased 6.1% in Q3 2010 compared to Q3 2009.
 
  Comparable club revenue decreased 5.0% in Q3 2010 compared to Q3 2009.
 
  Total member count decreased 0.6% compared to June 30, 2010 and 0.2% compared to September 30, 2009.
 
  Membership attrition averaged 3.8% per month in Q3 2010 compared to 4.2% per month in Q3 2009.
 
  Loss per share was $(0.00) in Q3 2010.
Robert Giardina, Chief Executive Officer of TSI, commented: “We continue to make solid progress on our new initiatives and are beginning to see positive trends in membership. Overall, while our third quarter sales results did not meet our expectations, we were pleased with many aspects of our business, including the ability to manage expenses tightly and exceed our bottom line targets. We are also encouraged by the impact of our updated marketing campaign, the efforts of our expanded base of sales consultants and the positive response we are getting from other traffic generating campaigns. These improvements, which drove new member sign-ups in September, coupled with our lower attrition rate, are positioning us in the fourth quarter to post our first year over year membership increase since the first quarter of 2009.”
Quarter and Year to Date September 30, 2010 Financial Results:
Revenue (in thousands) was comprised of the following:
                                         
    Quarter Ended September 30,        
    2010     2009        
    Revenue     % Revenue     Revenue     % Revenue     % Variance  
Membership dues
  $ 89,075       78.8 %   $ 95,400       79.2 %     (6.6 )%
Initiation fees
    1,239       1.0 %     3,113       2.6 %     (60.2 )%
 
                               
Membership revenue
    90,314       79.8 %     98,513       81.8 %     (8.3 )%
 
                               
Personal training revenue
    13,837       12.2 %     13,526       11.2 %     2.3 %
Other Ancillary club revenue
    7,819       7.0 %     7,243       6.0 %     8.0 %
 
                               
Ancillary club revenue
    21,656       19.2 %     20,769       17.2 %     4.3 %
Fees and other revenue
    1,157       1.0 %     1,167       1.0 %     (0.9 )%
 
                               
Total revenue
  $ 113,127       100.0 %   $ 120,449       100.0 %     (6.1 )%
 
                               
Total revenue for Q3 2010 decreased $7.3 million, or 6.1%, compared to Q3 2009. For Q3 2010, revenues increased $688,000 at the seven clubs opened or acquired subsequent to September 30, 2008 offset by decreases in revenue of 5.7% or $6.6 million at our clubs opened or acquired prior to September 30, 2008 and $1.2 million related to the 11 clubs that were closed subsequent to September 30, 2008.
Revenue at clubs operated for over 12 months (“comparable club revenue”) decreased 5.0% in Q3 2010 compared to Q3 2009.

 


 

Operating expenses:
                         
    Quarter Ended September 30,    
    2010   2009   Expense %
    Expense % of Revenue   Variance
Payroll and related
    39.3 %     39.4 %     (6.5 )%
Club operating
    39.3 %     37.9 %     (2.5 )%
General and administrative
    6.2 %     6.7 %     (13.0 )%
Depreciation and amortization
    11.6 %     11.9 %     (8.4 )%
Impairment of fixed assets
    %     2.9 %     NA %
 
               
Operating expenses
    96.4 %     98.8 %     (8.4 )%
 
               
Total operating expenses decreased 8.4% for Q3 2010 compared to Q3 2009. Operating expenses were impacted by a 3.3% decrease in the total months of clubs in operation. Operating margin was 3.6% for Q3 2010 compared to 1.2% for Q3 2009.
     Payroll and related. The decreases in payroll and related expenses in Q3 2010 compared to Q3 2009 were principally related to the effects from the decrease in total club months of operation and payroll expense related to membership consultants. The amount of membership consultant payroll deferred over the past two years has been declining with our decline in initiation fees collected. Our payroll costs that we defer are limited to the amount of these fees.
     Club operating. In addition to the decrease in total months of club operation in Q3 2010, operating expenses related to marketing costs decreased due to our efforts in 2010 to spend more productively in this area and adjusting our focus toward media advertising.
     General and administrative. Decreases in Q3 2010 general and administrative expenses compared to Q3 2009 were principally attributable to our cost reduction efforts within various general and administrative expense accounts including reductions in information and communication costs.
     Depreciation and amortization. Depreciation and amortization decreased in Q3 2010 due to the closing of five clubs subsequent to September 30, 2009, the accelerated depreciation related to clubs closed prior to lease expiration dates in Q3 2009 and the effect of the fixed asset impairment write-offs in the year ended December 31, 2009 and the first half of 2010.
     Impairment of fixed assets. In Q3 2009, we recorded fixed asset impairment charges of $3.5 million, representing the write-off of fixed assets at two underperforming clubs. There were no fixed asset impairment charges in Q3 2010.
Net Loss for Q3 2010 was $18,000 compared to net loss of $1.5 million for Q3 2009.
For the nine months ended September 30, 2010, total revenue decreased $22.7 million or 6.1% compared to the same period in 2009 and operating margin was 2.7% compared to 4.2% for the nine months ended September 30, 2009. For the nine months ended September 30, 2010, we recorded fixed asset impairment charges of $3.3 million compared to $4.6 million in the same period in 2009. Net loss was $1.6 million compared to net income of $1.7 million for the nine months ended September 30, 2009.
Cash flow from operating activities for the nine months ended September 30, 2010 totaled $38.0 million, a decrease of $20.7 million from the nine months ended September 30, 2009, which was primarily related to the decrease in earnings, a $4.6 million decrease in landlord contributions to tenant improvements and increases in cash paid for interest and cash paid for taxes, net of refunds of $6.5 million and $11.0 million, respectively.

 


 

Fourth Quarter 2010 Business Outlook:
We are limiting our guidance to the fourth quarter of 2010. Based on the current business environment, recent performance and current trends in the marketplace and subject to the risks and uncertainties inherent in forward-looking statements, our outlook for the fourth quarter of 2010 includes the following:
    Revenue for Q4 2010 is expected to be between $110.0 million and $111.0 million versus $114.3 million for Q4 2009. As percentages of revenue, we expect Q4 2010 payroll and related expenses to approximate 39.5%, club operating expenses to approximate 38.0% and general and administrative expenses to approximate 7.0%.
 
    We expect a net loss for Q4 2010 of between $0 and $500,000, and loss per share to be in the range of ($0.00) per share to ($0.02) per share, assuming a 67% effective tax rate and 22.6 million weighted average fully diluted shares outstanding.
Investing Activities Outlook:
For the year ending December 31, 2010, we currently plan to invest $23.0 million to $25.0 million in capital expenditures, of which $10.0 million had been invested during the nine months ended September 30, 2010. This is down from $49.3 million of capital expenditures in 2009. We expect that the 2010 amount will include approximately $17.0 million to continue to upgrade existing clubs and $4.4 million principally related to major renovations at clubs with recent lease renewals and upgrading our in-club entertainment system network. We also expect to invest $650,000 to enhance our management information systems. The remainder of our 2010 capital expenditures will be committed to building or expanding clubs.
For the year ending December 31, 2011, we currently plan to invest between $32.0 million and $35.0 million in capital expenditures. This amount includes $7.0 million to $8.0 million related to the two planned club openings in the second half of 2011.
Forward-Looking Statements:
Statements in this release that do not constitute historical facts, including, without limitation, statements under the captions “Fourth Quarter 2010 Business Outlook” and “Investing Activities Outlook”, other statements regarding future financial results and performance and potential sales revenue and other statements that are predictive in nature or depend upon or refer to events or conditions, or that include words such as “expects,” “anticipated,” “intends,” “plans,” “believes,” “estimates” or “could”, are “forward-looking” statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control, including, among others, the level of market demand for the Company’s services, economic conditions affecting the Company’s business, the geographic concentration of the Company’s clubs, competitive pressures, the ability to achieve reductions in operating costs and to continue to integrate acquisitions, environmental initiatives, any security and privacy breaches involving customer data, the application of Federal and state tax laws and regulations, the levels and terms of the Company’s indebtedness, and other specific factors discussed herein and in other releases and public filings made by the Company (including the Company’s reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission). The Company believes that all forward-looking statements are based on reasonable assumptions when made; however, the Company cautions that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to update these statements in light of subsequent events or developments. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement.
About Town Sports International Holdings, Inc.:
New York-based Town Sports International Holdings, Inc. is a leading owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 160 fitness clubs as of September 30, 2010, comprising 108 New York Sports Clubs, 25 Boston Sports Clubs, 18 Washington Sports Clubs (two of which are partly-owned), six Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 493,000 members. For more information on TSI, visit http://www.mysportsclubs.com.

 


 

The Company will hold a conference call on Wednesday, October 27, 2010 at 4:30 PM (Eastern) to discuss the third quarter results. Robert Giardina, Chief Executive Officer, and Dan Gallagher, Chief Financial Officer, 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 www.mysportsclubs.com. A replay and transcript of the call will be available via the Company’s Web site beginning October 28, 2010.
From time to time we may use our Web site as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at http://www.mysportsclubs.com. In addition, you may automatically receive email alerts and other information about us by enrolling your email by visiting the “Email Alert” section at http://www.mysportsclubs.com.
Town Sports International Holdings, Inc., New York
Contact Information:
Investor Contact:
(212) 246-6700 extension 1650
Investor.relations@town-sports.com
or
Integrated Corporate Relations, Joseph Teklits
(203) 682-8390
joseph.teklits@icrinc.com

 


 

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2010 and December 31, 2009
(All figures in thousands)
(Unaudited)
                 
    September 30,     December 31,  
    2010     2009  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 37,845     $ 10,758  
Accounts receivable, net
    7,415       4,295  
Inventory
    345       224  
Prepaid corporate income taxes
    12,553       1,274  
Prepaid expenses and other current assets
    8,638       10,264  
 
           
Total current assets
    66,796       26,815  
Fixed assets, net
    307,581       340,277  
Goodwill
    32,737       32,636  
Intangible assets, net
    61       149  
Deferred tax assets, net
    45,048       50,581  
Deferred membership costs
    5,359       6,079  
Other assets
    9,812       10,929  
 
           
Total assets
  $ 467,394     $ 467,466  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current liabilities:
               
Current portion of long-term debt
  $ 1,850       1,850  
Accounts payable
    6,464       6,011  
Accrued expenses
    27,323       23,656  
Accrued interest
    2,762       6,573  
Deferred revenue
    40,099       35,346  
 
           
Total current liabilities
    78,498       73,436  
Long-term debt
    315,125       316,513  
Deferred lease liabilities
    68,325       71,438  
Deferred revenue
    3,091       1,488  
Other liabilities
    11,076       12,824  
 
           
Total liabilities
    476,115       475,699  
Stockholders’ deficit:
               
Common stock
    23       23  
Paid-in capital
    (21,877 )     (22,572 )
 
               
Accumulated other comprehensive income (currency translation adjustment)
    1,709       1,327  
Retained earnings
    11,424       12,989  
 
           
Total stockholders’ deficit
    (8,721 )     (8,233 )
 
           
Total liabilities and stockholders’ deficit
  $ 467,394     $ 467,466  
 
           

 


 

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the quarters and nine months ended September 30, 2010 and 2009
(All figures in thousands except share and per share data)
(Unaudited)
                                 
    Quarter Ended September 30,     Nine Months Ended September 30,  
    2010     2009     2010     2009  
Revenues:
                               
Club operations
  $ 111,970     $ 119,282     $ 344,737     $ 367,370  
Fees and other
    1,157       1,167       3,585       3,700  
 
                       
 
    113,127       120,449       348,322       371,070  
 
                       
 
                               
Operating Expenses:
                               
Payroll and related
    44,409       47,487       141,525       146,480  
Club operating
    44,451       45,589       131,723       137,499  
General and administrative
    7,049       8,103       22,280       23,938  
Depreciation and amortization
    13,151       14,353       40,212       42,995  
Impairment of fixed assets
          3,473       3,254       4,604  
 
                       
 
    109,060       119,005       338,994       355,516  
 
                       
Operating income
    4,067       1,444       9,328       15,554  
Interest expense
    5,305       5,378       15,668       15,944  
Interest income
    (41 )     (1 )     (76 )     (2 )
Equity in the earnings of investees and rental income
    (499 )     (444 )     (1,553 )     (1,452 )
 
                       
(Loss) income before benefit for corporate income taxes
    (698 )     (3,489 )     (4,711 )     1,064  
Benefit for corporate income taxes
    (680 )     (2,004 )     (3,146 )     (614 )
 
                       
Net (loss) income
  $ (18 )   $ (1,485 )   $ (1,565 )   $ 1,678  
 
                       
 
                               
(Loss) earnings per share:
                               
Basic
  $ (0.00 )   $ (0.07 )   $ (0.07 )   $ 0.07  
Diluted
  $ (0.00 )   $ (0.07 )   $ (0.07 )   $ 0.07  
Weighted average number of shares used in calculating (loss) earnings per share:
                               
Basic
    22,646,470       22,565,564       22,625,765       22,770,792  
Diluted
    22,646,470       22,565,564       22,625,765       22,790,102  

 


 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2010 and 2009
(All figures in thousands)
(Unaudited)
                 
    Nine Months Ended September 30,  
    2010     2009  
Cash flows from operating activities:
               
Net (loss) income
  $ (1,565 )   $ 1,678  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    40,212       42,995  
Impairment of fixed assets
    3,254       4,604  
Write-off of deferred financing costs
          100  
Non-cash interest expense on Senior Discount Notes
          1,203  
Amortization of debt issuance costs
    759       643  
Non-cash rental expense, net of non-cash rental income
    (3,518 )     (1,686 )
Compensation expense incurred in connection with stock options and common stock grants
    1,139       1,257  
Decrease (increase) in deferred tax asset
    5,533       (3,474 )
Net change in certain operating assets and liabilities
    (7,174 )     2,156  
Decrease in deferred membership costs
    720       4,345  
Landlord contributions to tenant improvements
    100       4,664  
(Decrease) increase in insurance reserves
    (1,053 )     430  
Other
    (368 )     (133 )
 
           
Total adjustments
    39,604       57,104  
 
           
Net cash provided by operating activities
    38,039       58,782  
 
           
 
               
Cash flows from investing activities:
               
Capital expenditures
    (9,976 )     (39,805 )
 
           
Net cash used in investing activities
    (9,976 )     (39,805 )
 
           
 
               
Cash flows from financing activities:
               
Proceeds from borrowings on Revolving Loan Facility
          82,800  
Repayment of borrowings on Revolving Loan Facility
          (93,000 )
Repayment of long term borrowings
    (1,388 )     (1,388 )
Costs related to deferred financing
          (615 )
Repurchase of common stock
          (5,355 )
Proceeds from exercise of stock options
    81       36  
Tax benefit from stock option exercises
          21  
 
           
Net cash used in financing activities
    (1,307 )     (17,501 )
 
           
Effect of exchange rate changes on cash
    331       146  
 
           
Net increase in cash and cash equivalents
    27,087       1,622  
Cash and cash equivalents beginning of period
    10,758       10,399  
 
           
Cash and cash equivalents end of period
    37,845       12,021  
 
           
 
               
Summary of the change in certain operating assets and liabilities:
               
Increase in accounts receivable
    (3,120 )     (1,618 )
(Increase) decrease in inventory
    (119 )     6  
Decrease in prepaid expenses and other current assets
    1,386       1,018  
Increase in accounts payable, accrued expenses and accrued interest
    3,181       651  
(Decrease) increase in accrued interest on Senior Discount Notes
    (3,807 )     2,538  
Change in prepaid corporate income taxes and corporate income taxes payable
    (11,279 )     4,545  
Increase (decrease) in deferred revenue
    6,584       (4,984 )
 
           
Net change in certain working capital components
  $ (7,174 )   $ 2,156