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8-K - FORM 8-K - TOWN SPORTS INTERNATIONAL HOLDINGS INCy93188e8vk.htm
Exhibit 99.1
For Release on October 26, 2011
TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES THIRD QUARTER 2011
FINANCIAL RESULTS
New York, NY — October 26, 2011 — 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, 2011.
Third Quarter Overview:
  Total member count increased 5,000 to 522,000 in Q3 2011.
 
  Membership attrition averaged 3.7% per month in Q3 2011 compared to 3.8% per month in Q3 2010.
 
  Revenue increased 2.7% in Q3 2011 compared to Q3 2010.
 
  Comparable club revenue increased 3.0% in Q3 2011 compared to Q3 2010.
 
  Ancillary club revenue increased 8.3% in Q3 2011 compared to Q3 2010.
 
  Diluted earnings per share were $0.08 in Q3 2011 compared to loss per share of ($0.00) in Q3 2010.
 
  EBITDA was $21.8 million in Q3 2011, an increase of $4.1 million, or 23.0%, when compared to EBITDA of $17.7 million in Q3 2010.
Robert Giardina, Chief Executive Officer of TSI, commented: “We were very pleased to have continued to build on our momentum from the first half of the year in the third quarter. Comparable club revenue, new member signups, and attrition were all on or ahead of plan, and memberships at our two new clubs that open for workouts in the fourth quarter are running nicely ahead of plan. When combined with tight expense controls, these revenue drivers translated into EBITDA for the quarter that was up 23%; and overall, this was one of our best quarters in years. We are also on track to add more members in the fourth quarter and exceed our membership goals for the year. We also believe we are much better positioned than we were a couple years ago on a number of fronts, and even if the current weak economy persists we believe we can continue to make progress next year toward our target of a 20% EBITDA margin.”
Quarter Ended and Year to Date September 30, 2011 Financial Results:
Revenue (in thousands):
                                         
    Quarter Ended September 30,        
    2011     2010        
    Revenue     % Revenue     Revenue     % Revenue     % Variance  
Membership dues
  $ 89,816       77.3 %   $ 89,075       78.8 %     0.8 %
Joining fees
    1,602       1.4 %     1,239       1.0 %     29.3 %
 
                               
Membership revenue
    91,418       78.7 %     90,314       79.8 %     1.2 %
 
                               
Personal training revenue
    14,852       12.8 %     13,837       12.2 %     7.3 %
Other ancillary club revenue
    8,612       7.4 %     7,819       7.0 %     10.1 %
 
                               
Ancillary club revenue
    23,464       20.2 %     21,656       19.2 %     8.3 %
Fees and other revenue
    1,256       1.1 %     1,157       1.0 %     8.6 %
 
                               
Total revenue
  $ 116,138       100.0 %   $ 113,127       100.0 %     2.7 %
 
                               
Total revenue for Q3 2011 increased $3.0 million, or 2.7%, compared to Q3 2010. Revenue at clubs operated for over 12 months (“comparable club revenue”) increased 3.0% in Q3 2011 compared to Q3 2010.

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Operating expenses:
                         
    Quarter Ended September 30,        
    2011     2010        
                    Expense %  
    Expense % of Revenue     Variance  
Payroll and related
    37.3 %     39.3 %     (2.5) %
Club operating
    39.1 %     39.3 %     2.4 %
General and administrative
    5.3 %     6.2 %     (12.9) %
Depreciation and amortization
    10.9 %     11.6 %     (3.9) %
 
                   
Operating expenses
    92.6 %     96.4 %     (1.4) %
 
                   
Total operating expenses decreased $1.5 million, or 1.4%, in Q3 2011 compared to Q3 2010. Operating margin was 7.4% for Q3 2011 compared to 3.6% in Q3 2010.
     Payroll and related. Payroll related to club staffing decreased as we continued to realize efficiencies from programs put in place in the second half of 2010.
     Club operating. In Q3 2011, occupancy-related expenses and laundry and towels expenses increased, which was partially offset by a decrease in utilities expenses.
     General and administrative. In Q3 2011, general liability insurance decreased due to a further reduction in claims activity and a related reduction in claims reserves. Consulting and legal expenses also decreased.
     Depreciation and amortization. In Q3 2011 compared to Q3 2010, depreciation and amortization decreased primarily due to the closing of two clubs subsequent to September 30, 2010.
Net income for Q3 2011 was $1.9 million compared to net loss of $18,000 for Q3 2010.
Cash flow from operating activities for the nine months ended 2011 totaled $53.2 million, an increase of $15.2 million from the corresponding period in 2010, which was partially related to the increase in overall earnings. Also, in the nine months ended 2011, due to the timing of payments affecting working capital, prepaid rent decreased $4.1 million, while in the corresponding period in 2010 there was minimal cash effect from prepaid rent. In addition, income tax refunds, net of cash paid for income taxes, increased $9.4 million in the nine months ended 2011, compared to year to date 2010. Partially offsetting the operating cash increases was the increase in cash paid for interest of $4.4 million and $2.5 million of call premium paid on the redemption of our Senior Discount Notes in May 2011.
Fourth Quarter 2011 Business Outlook:
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 2011 includes the following:
    Revenue for Q4 2011 is expected to be between $114.5 million and $115.5 million versus $111.4 million for Q4 2010, after adjusting Q4 2010 revenue downward for $2.7 million of expired personal training sessions recognized in Q4 2010.
 
    In Q4 2011, as a percentage of revenue, we expect payroll and related expenses to be approximately 50 basis points higher than Q3 2011 and club operating expenses to approximate 38%. General and administrative expenses are expected to be approximately $7.0 million, while depreciation and amortization and interest expenses are expected to be similar to Q3 2011 amounts in total dollars.
 
    Adjusted EBITDA is expected to improve $2.5 million, or 13.2%, to $21.5 million in Q4 2011 compared to Q4 2010, after adjusting Q4 2010 Adjusted EBITDA downward for $2.7 million of expired personal training sessions recognized in Q4 2010.

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    We estimate that net income for Q4 2011 will be between $1.6 million and $2.1 million, and earnings per share will be in the range of $0.07 per share to $0.09 per share, assuming a 34% effective tax rate and 23.5 million weighted average fully diluted shares outstanding.
Investing Activities Outlook:
For the year ending December 31, 2011, we currently plan to invest $29.0 million to $32.0 million in capital expenditures, which represents an increase from $22.0 million of capital expenditures in 2010. This amount includes approximately $7.5 million to $8.5 million related to two new club openings in Q4 2011, approximately $15.0 million to $16.0 million for the upgrade of existing clubs and approximately $3.5 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 $3.0 million to $3.5 million to enhance our management information and communication systems.
We expect our 2012 capital expenditures to be similar to or less than the 2011 levels, as we are currently targeting up to three openings of smaller fitness-only clubs in 2012.
Forward-Looking Statements:
Statements in this release that do not constitute historical facts, including, without limitation, statements under the captions “Fourth Quarter 2011 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 158 fitness clubs as of September 30, 2011, comprising 106 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 522,000 members. For more information on TSI, visit http://www.mysportsclubs.com.
The Company will hold a conference call on Wednesday October 26, 2011 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 27, 2011.
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.

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Town Sports International Holdings, Inc., New York
Contact Information:
Investor Contact:
(212) 246-6700 extension 1650
Investor.relations@town-sports.com
or
ICR, Inc.
Joseph Teklits / Farah Soi
(203) 682-8390
farah.soi@icrinc.com

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2011 and December 31, 2010
(All figures in thousands)
(Unaudited)
                 
    September 30,     December 31,  
    2011     2010  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 39,029     $ 38,803  
Accounts receivable, net
    8,478       5,258  
Inventory
    223       217  
Prepaid corporate income taxes
    2,603       7,342  
Prepaid expenses and other current assets
    8,157       13,213  
 
           
Total current assets
    58,490       64,833  
Fixed assets, net
    290,862       309,371  
Goodwill
    32,840       32,794  
Intangible assets, net
          44  
Deferred tax assets, net
    39,086       41,883  
Deferred membership costs
    9,492       5,934  
Other assets
    14,318       9,307  
 
           
Total assets
  $ 445,088     $ 464,166  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current liabilities:
               
Current portion of long-term debt
  $ 15,000       14,550  
Accounts payable
    6,190       4,008  
Accrued expenses
    24,534       27,477  
Accrued interest
    956       6,579  
Deferred revenue
    42,613       35,106  
 
           
Total current liabilities
    89,293       87,720  
Long-term debt
    277,649       301,963  
Deferred lease liabilities
    64,859       67,180  
Deferred revenue
    6,497       3,166  
Other liabilities
    10,012       11,082  
 
           
Total liabilities
    448,310       471,111  
Stockholders’ deficit:
               
Common stock
    23       23  
Paid-in capital
    (20,472 )     (21,788 )
Accumulated other comprehensive income
    1,463       2,121  
Retained earnings
    15,764       12,699  
 
           
Total stockholders’ deficit
    (3,222 )     (6,945 )
 
           
Total liabilities and stockholders’ deficit
  $ 445,088     $ 464,166  
 
           

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarters and Nine Months Ended September 30, 2011 and 2010
(All figures in thousands except share and per share data)
(Unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Revenues:
                               
Club operations
  $ 114,882     $ 111,970     $ 347,659     $ 344,737  
Fees and other
    1,256       1,157       3,469       3,585  
 
                       
 
    116,138       113,127       351,128       348,322  
 
                       
Operating Expenses:
                               
Payroll and related
    43,286       44,409       133,639       141,525  
Club operating
    45,496       44,451       132,983       131,723  
General and administrative
    6,139       7,049       19,655       22,280  
Depreciation and amortization
    12,642       13,151       38,829       40,212  
Impairment of fixed assets
                      3,254  
 
                       
 
    107,563       109,060       325,106       338,994  
 
                       
Operating income
    8,575       4,067       26,022       9,328  
Loss on extinguishment of debt
                4,865        
Interest expense
    6,062       5,305       18,265       15,668  
Interest income
    (45 )     (41 )     (135 )     (76 )
Equity in the earnings of investees and rental income
    (578 )     (499 )     (1,833 )     (1,553 )
 
                       
Income (loss) before benefit for corporate income taxes
    3,136       (698 )     4,860       (4,711 )
Provision (benefit) for corporate income taxes
    1,194       (680 )     1,795       (3,146 )
 
                       
Net income (loss)
  $ 1,942     $ (18 )   $ 3,065     $ (1,565 )
 
                       
 
                               
Earnings (loss) per share:
                               
Basic
  $ 0.09     $ (0.00 )   $ 0.13     $ (0.07 )
Diluted
  $ 0.08     $ (0.00 )   $ 0.13     $ (0.07 )
Weighted average number of shares used in calculating earnings (loss) per share:
                               
Basic
    22,834,206       22,646,470       22,782,124       22,625,765  
Diluted
    23,457,058       22,646,470       23,318,879       22,625,765  

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2011 and 2010
(All figures in thousands)
(Unaudited)
                 
    Nine Months Ended September 30,  
    2011     2010  
Cash flows from operating activities:
               
Net income (loss)
  $ 3,065     $ (1,565 )
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    38,829       40,212  
Impairment of fixed assets
          3,254  
Loss on extinguishment of debt
    4,865        
Call premium on redemption of Senior Discount Notes
    (2,538 )      
Amortization of debt discount
    149        
Amortization of debt issuance costs
    840       759  
Non-cash rental expense, net of non-cash rental income
    (3,017 )     (3,518 )
Compensation expense incurred in connection with stock options and common stock grants
    925       1,139  
Decrease in deferred tax asset
    3,261       5,533  
Net change in certain operating assets and liabilities
    11,542       (7,174 )
(Increase) decrease in deferred membership costs
    (3,558 )     720  
Landlord contributions to tenant improvements
    711       100  
Decrease in insurance reserves
    (1,511 )     (1,053 )
Other
    (323 )     (368 )
 
           
Total adjustments
    50,175       39,604  
 
           
Net cash provided by operating activities
    53,240       38,039  
 
           
 
               
Cash flows from investing activities:
               
Capital expenditures
    (21,641 )     (9,976 )
 
           
Net cash used in investing activities
    (21,641 )     (9,976 )
 
           
 
               
Cash flows from financing activities:
               
Proceeds from 2011 Senior Credit Facility, net of original issue discount
    297,000        
Debt issuance costs
    (8,065 )      
Repayment of 2007 Term Loan Facility
    (178,063 )     (1,388 )
Repayment of Senior Discount Notes
    (138,450 )      
Principal payment on 2011 Term Loan Facility
    (4,500 )      
Proceeds from exercise of stock options
    291       81  
Tax benefit from stock option exercises
    100        
 
           
Net cash used in financing activities
    (31,687 )     (1,307 )
 
           
Effect of exchange rate changes on cash
    314       331  
 
           
Net increase in cash and cash equivalents
    226       27,087  
Cash and cash equivalents beginning of period
    38,803       10,758  
 
           
Cash and cash equivalents end of period
  $ 39,029     $ 37,845  
 
           
 
               
Summary of the change in certain operating assets and liabilities:
               
Increase in accounts receivable
    (3,206 )     (3,120 )
Increase in inventory
    (6 )     (119 )
Decrease in prepaid expenses and other current assets
    4,156       1,386  
Decrease in accounts payable, accrued expenses and accrued interest
    (5,207 )     (626 )
Change in prepaid corporate income taxes and corporate income taxes payable
    4,738       (11,279 )
Increase in deferred revenue
    11,067       6,584  
 
           
Net change in certain working capital components
  $ 11,542     $ (7,174 )
 
           

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation of Net Cash Provided by Operating Activities to EBITDA and Adjusted EBITDA
For the Quarters Ended September 30, 2011 and 2010
(All figures in thousands)
(Unaudited)
                 
    Quarter Ended  
    September 30,  
    2011     2010  
Net cash provided by operating activities
  $ 18,158     $ 8,567  
Interest expense, net of interest income
    6,017       5,264  
Provision (benefit) for corporate income taxes
    1,194       (680 )
Changes in operating assets and liabilities
    (3,410 )     11,583  
Amortization of debt discount
    (97 )      
Amortization of debt issuance costs
    (287 )     (253 )
Compensation expense incurred in connection with stock options and common stock grants
    (267 )     (402 )
Landlord contributions to tenant improvements
    (562 )      
Non-cash rental expense, net of non-cash rental income
    935       1,347  
Decrease (increase) in insurance reserves
    527       (28 )
Decrease in deferred tax asset
    (2,241 )     (9,704 )
Increase in deferred membership costs
    1,321       1,170  
Other
    507       853  
 
           
EBITDA
  $ 21,795     $ 17,717  
 
           
     
Note:
  We define Adjusted EBITDA as EBITDA excluding loss on extinguishment of debt, any fixed asset or goodwill impairments and revenue recognized in Q4 2010 for unused and expired personal training sessions. For the quarters ended September 30, 2011 and 2010, we did not incur any loss on extinguishment of debt or any fixed asset or goodwill impairments. Accordingly, EBITDA and Adjusted EBITDA are identical for these quarters

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation of Net Cash Provided by Operating Activities to EBITDA and Adjusted EBITDA
For the Quarter Ending December 31, 2011 and the Quarter Ended December 31, 2010
(All figures in thousands)
(Unaudited)
                 
    Estimated        
    Q4 2011     Q4 2010  
Net cash provided by operating activities
  $ 18,500     $ 13,199  
Interest expense, net of interest income
    6,050       5,421  
Provision for corporate income taxes
    650       3,002  
Changes in operating assets and liabilities
    (3,450 )     1,069  
Amortization of debt issuance costs
    (290 )     (252 )
Compensation expense incurred in connection with stock options and common stock grants
    350       (197 )
Non-cash rental expense, net of non-cash rental income
    750       2,034  
Decrease in deferred tax asset
    (300 )     (3,110 )
Decrease in insurance reserves
    100       66  
Increase in deferred member costs
    (950 )     575  
Other
    90       (119 )
 
           
EBITDA
    21,500       21,688  
Unused and expired personal training sessions (1)
          (2,697 )
 
           
Adjusted EBITDA
  $ 21,500     $ 18,991  
 
           
 
(1)   In Q4 2010, we recognized $2,697 of revenue related to of unused and expired personal training sessions in three of the jurisdictions we operate in.
Non-GAAP Financial Measures — EBITDA and Adjusted EBITDA
     EBITDA consists of net income (loss) plus interest expense (net of interest income), provision for corporate income taxes, and depreciation and amortization. Adjusted EBITDA is the Company’s EBITDA excluding loss on extinguishment of debt, any fixed asset or goodwill impairments and revenue recognized in Q4 2010 for unused and expired personal training sessions. EBITDA is not a measure of liquidity or financial performance presented in accordance with GAAP. EBITDA, as we define it, may not be identical to similarly titled measures used by some other companies.
     EBITDA has material limitations as an analytical tool and should not be considered in isolation or as a substitute for cash flows from operating activities, operating income or other cash flow or income data prepared in accordance with GAAP. The items excluded from EBITDA, but included in the calculation of reported net income, are significant components of the consolidated statements of cash flows and income, and must be considered in performing a comprehensive assessment of our liquidity.
     EBITDA excludes, among other items, the effect of depreciation and amortization, which is a significant component of our reported GAAP data. Depreciation and amortization, which is a non-cash item, totaled $12.6 million in the quarter ended September 30, 2011. Although a premise underlying depreciation and amortization is that it will be reinvested in our business to restore, replenish or purchase property, equipment and other related assets, the funds represented by depreciation and amortization could, in the Company’s discretion, be utilized for other purposes (e.g., debt service). Accordingly, EBITDA may be useful as a supplemental measure to GAAP financial data for demonstrating our ability to satisfy our liquidity and capital resource requirements.

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     Investors or prospective investors in the Company regularly request EBITDA as a supplemental analytical measure to, and in conjunction with, our GAAP financial data. We understand that these investors use EBITDA, among other things, to assess our ability to service our existing debt and to incur debt in the future, to evaluate our executive compensation programs, to assess our ability to fund our capital expenditure program, and to gain insight into the manner in which the Company’s management and board of directors analyze our liquidity. We believe that investors find the inclusion of EBITDA in our press releases to be useful and helpful to them.
     Our management and board of directors also use EBITDA as a supplemental measure to our GAAP financial data for purposes broadly similar to those used by investors.
     The purposes to which EBITDA may be used by investors, and is used by our management and board of directors, include the following:
    The Company is required to comply with financial covenants and borrowing limitations that are based on variations of EBITDA as defined in our 2011 Senior Credit Facility.
 
    Our discussions with prospective lenders and investors in recent years, including in relation to our 2011 Senior Credit Facility, have confirmed the importance of EBITDA in their decision-making processes relating to the making of loans to us or investing in our debt securities.
 
    The Company uses EBITDA as a key factor in determining annual incentive bonuses for executive officers (as discussed in our proxy statement).
 
    The Company considers EBITDA to be a useful supplemental measure to GAAP financial data because it indicates our ability to generate funds sufficient to make capital expenditures (including for the opening of new clubs and the upgrading of existing clubs) as well as to undertake initiatives to enhance our business by offering new products and services in accordance with our strategy.
 
    Quarterly, our equity analysts often report on our EBITDA with respect to valuation commentary.
     We do not, and investors should not, place undue reliance on EBITDA or Adjusted EBITDA as a measure of our liquidity.

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