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8-K - FORM 8-K - TOWN SPORTS INTERNATIONAL HOLDINGS INC | y87409e8vk.htm |
Exhibit 99.1
For Release on October 27, 2010
TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES THIRD QUARTER 2010
FINANCIAL RESULTS
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 Companys control,
including, among others, the level of market demand for the Companys services, economic conditions
affecting the Companys business, the geographic concentration of the Companys 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
Companys indebtedness, and other specific factors discussed herein and in other releases and
public filings made by the Company (including the Companys 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 Companys Investor Relations section of its Web site at
www.mysportsclubs.com. A replay and transcript of the call will be available via the Companys 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:
Contact Information:
Investor Contact:
(212) 246-6700 extension 1650
Investor.relations@town-sports.com
(212) 246-6700 extension 1650
Investor.relations@town-sports.com
or
Integrated Corporate Relations, Joseph Teklits
(203) 682-8390
joseph.teklits@icrinc.com
(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, 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)
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)
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 | |||