CLUB Town Sports International Holdings Inc

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 second quarter ended June 30, 2010.

Second Quarter Overview:

• Revenue decreased 5.2% in Q2 2010 compared to Q2 2009.
• Comparable club revenue decreased 4.2% in Q2 2010 compared to Q2 2009.
• Total member count, excluding short-term summer, seasonal and student members, decreased 2.2% compared to March 31, 2010 and 3.8% compared to June 30, 2009.
• Total number of clubs in operation decreased to 161 as of June 30, 2010 from 166 as of June 30, 2009.
• Membership attrition averaged 3.3% per month in Q2 2010 compared to 3.5% in Q1 2010 and 3.7% per month in Q2 2009.
• Loss per share was ($0.04) in Q2 2010.
• Q2 2010 results include fixed asset impairment and severance charges, net of taxes, of $2.0 million or ($0.09) per share. Q2 2009 results included severance charges, early lease termination costs and rent expense related to an anticipated judgment in connection with a lease dispute, net of taxes, of $879,000 or ($0.04) per share.

Robert Giardina, Chief Executive Officer of TSI, commented: “After being back at TSI for a few months and visiting almost all of our clubs, I am very encouraged by the condition of our facilities and by the experience our members receive from the team we now have in place. We are also pleased with our improved member attrition and the favorable response to our recent initiatives. So while we are still in the very early stages of reinvigorating our business, we are confident that we are putting the right strategies in place.”

Quarter and Year to Date June 30, 2010 Financial Results:

Revenue (in $’000s) was comprised of the following:

    Quarter Ended June 30,     2010   2009 Revenue  

%Revenue

Revenue  

%Revenue

%Variance

Membership dues $ 91,987 78.3% $ 98,358 79.4% (6.5)% Initiation fees 2,432 2.1% 3,343 2.7% (27.3)% Membership revenue 94,419 80.4% 101,701 82.1% (7.2)% Personal training revenue 15,582 13.2% 15,169 12.2% 2.7%

Other Ancillary club revenue

6,171 5.3% 5,750 4.7% 7.3% Ancillary club revenue 21,753 18.5% 20,919 16.9% 4.0% Fees and other revenue 1,264 1.1% 1,292 1.0% (2.2)% Total revenue $ 117,436 100.0% $ 123,912 100.0% (5.2)%

Total revenue for Q2 2010 decreased $6.5 million, or 5.2%, compared to Q2 2009. For Q2 2010, revenues increased $1.2 million at the eight clubs opened or acquired subsequent to June 30, 2008 offset by decreases in revenue of 5.4% or $6.4 million at our clubs opened or acquired prior to June 30, 2008 and $1.3 million related to the 10 clubs that were closed subsequent to June 30, 2008.

Revenue at clubs operated for over 12 months (“comparable club revenue”) decreased 4.2% in Q2 2010 compared to Q2 2009.

Operating expenses:

  Quarter Ended June 30,   2010       2009          

Expense % of Revenue

 

Expense %Variance

Payroll and related   41.4%     38.9%   0.7% Club operating 37.3% 36.4% (2.8)% General and administrative 5.4% 6.0% (16.0)% Depreciation and amortization 11.4% 11.6% (6.5)% Impairment of fixed assets   2.4%    

—%

  NA Operating expenses   97.9%     92.9%   (0.1)%

Total operating expenses decreased 0.1% for Q2 2010 compared to Q2 2009. Operating expenses were impacted by a 3.6% decrease in the total months of clubs in operation. Operating margin was 2.1% for Q2 2010 compared to 7.1% for Q2 2009.

Payroll and related. Offsetting the decreases in payroll related to membership consultants and the effects from the decrease in total club months of operations was an increase related to personal training payroll.

Club operating. In addition to the decrease in total months of club operation and total member club usage, in Q2 2010, operating expenses decreased related to laundry and towel efficiencies of $413,000 when compared to Q2 2009. Rent and occupancy decreased $687,000 in Q2 2010.

General and administrative. Decreases in Q2 2010 general and administrative expenses compared to Q2 2009 were principally attributable to decreases in general liability insurance expense due to a reduction in claims activity and therefore a reduction of claims reserves.

Depreciation and amortization. Depreciation and amortization decreased in Q2 2010 due to the closing of five clubs subsequent to June 30, 2009, the accelerated depreciation related to clubs closed prior to lease expiration dates in Q2 2009 and the effect of the fixed asset impairment write-offs in the year ended December 31, 2009 and Q1 2010.

Impairment of fixed assets. In Q2 2010, we recorded fixed asset impairment charges of $2.9 million, $1.2 million representing the write-off of fixed assets at an underperforming club and $1.7 million related to the planned closure of another club prior to the lease expiration date. There were no fixed asset impairment charges in Q2 2009.

Net Loss for Q2 2010 was $815,000 compared to net income of $2.5 million for Q2 2009.

For the six months ended June 30, 2010, total revenue decreased $15.4 million or 6.2% compared to the same period in 2009 and operating margin was 2.2% compared to 5.7% for the six months ended June 30, 2009. For the six months ended June 30, 2010, we recorded fixed asset impairment charges of $3.3 million compared to $1.1 million in the same period in 2009. Net loss was $1.5 million compared to net income of $3.2 million for the six months ended June 30, 2009.

Cash flow from operating activities for the six months ended June 30, 2010 totaled $29.5 million, a decrease of $21.5 million from the six months ended June 30, 2009, which was primarily related to the decrease in earnings and increases in cash paid for interest and taxes of $7.3 million and $4.9 million, respectively.

Third Quarter 2010 Business Outlook:

We are limiting our guidance to the third 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 third quarter of 2010 includes the following:

• Revenue for Q3 2010 is expected to be between $113.5 million and $114.5 million versus $120.4 million for Q3 2009. As percentages of revenue, we expect Q3 2010 payroll and related expenses to approximate 40.0%, club operating expenses to approximate 39.5% and general and administrative expenses to approximate 7.0%.
• We expect a net loss for Q3 2010 of between $1.0 million and $1.5 million, and loss per share to be in the range of ($0.04) per share to ($0.07) per share, assuming a 60% 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 $26.0 million to $28.0 million in capital expenditures. This is down from $49.3 million of capital expenditures in 2009. We expect that the 2010 amount will include approximately $20.0 million to continue to upgrade existing clubs and $4.0 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 $1.5 million to enhance our management information systems. The remainder of our 2010 capital expenditures will be committed to building or expanding clubs.

Forward-Looking Statements:

Statements in this release that do not constitute historical facts, including, without limitation, statements under the captions “Third 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 161 fitness clubs as of June 30, 2010, comprising 109 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 484,000 members, excluding short-term, seasonal and student members, and 12,000 student members. For more information on TSI, visit http://www.mysportsclubs.com.

The Company will hold a conference call on Thursday, July 29, 2010 at 4:30 PM (Eastern) to discuss the second quarter 2010 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 July 30, 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. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETSJune 30, 2010 and December 31, 2009(All figures in $’000s)(Unaudited)

      June 30,

2010

  December 31,

2009

ASSETS Current assets: Cash and cash equivalents $       32,938 $ 10,758 Accounts receivable, net 5,366 4,295 Inventory 220 224 Prepaid corporate income taxes 2,616 1,274 Prepaid expenses and other current assets         9,013     10,264   Total current assets 50,153 26,815 Fixed assets, net 315,408 340,277 Goodwill 32,627 32,636 Intangible assets, net 78 149 Deferred tax assets, net 54,752 50,581 Deferred membership costs 4,189 6,079 Other assets         9,789     10,929   Total assets $       466,996   $ 467,466     LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Current portion of long-term debt $ 1,850 $ 1,850 Accounts payable 5,546 6,011 Accrued expenses 25,830 23,656 Accrued interest 6,586 6,573 Deferred revenue         38,297     35,346   Total current liabilities 78,109 73,436 Long-term debt 315,587 316,513 Deferred lease liabilities 69,538 71,438 Deferred revenue 1,939 1,488 Other liabilities         11,019     12,824  

Total liabilities

476,192 475,699 Stockholders’ deficit: Common stock 23 23 Paid-in capital (21,774 ) (22,572 ) Accumulated other comprehensive income (currency translation adjustment) 1,113 1,327 Retained earnings         11,442     12,989   Total stockholders’ deficit         (9,196 )   (8,233 ) Total liabilities and stockholders’ deficit $       466,996   $ 467,466    

Preliminary, Subject to Change

       

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSFor the quarters and six months ended June 30, 2010 and 2009(All figures in $’000s except share and per share data)(Unaudited)

   

Quarter Ended June 30,

Six Ended June 30,

2010   2009 2010   2009 Revenues: Club operations $ 116,172 $ 122,620 $ 232,767 $ 248,088 Fees and other   1,264     1,292     2,428     2,533     117,436     123,912     235,195     250,621   Operating Expenses: Payroll and related 48,605 48,246 97,116 98,993 Club operating 43,804 45,054 87,272 91,664 General and administrative 6,292 7,488 15,231 15,835 Depreciation and amortization 13,407 14,346 27,061 28,642 Impairment of fixed assets   2,865     —     3,254     1,131     114,973     115,134     229,934     236,265   Operating income 2,463 8,778 5,261 14,356 Interest expense 5,179 5,289 10,363 10,566 Interest income (17 ) — (35 ) (1 ) Equity in the earnings of investees and rental income   (518 )   (398 )   (1,054 )   (1,009 ) (Loss) income before (benefit) provision for corporate income taxes (2,181 ) 3,887 (4,013 ) 4,800 (Benefit) provision for corporate income taxes   (1,366 )   1,363     (2,466 )   1,637   Net (loss) income $ (815 ) $ 2,524   $ (1,547 ) $ 3,163     (Loss) earnings per share: Basic $ (0.04 ) $ 0.11 $ (0.07 ) $ 0.14 Diluted $ (0.04 ) $ 0.11 $ (0.07 ) $ 0.14 Weighted average number of shares used in calculating (loss) earnings per share: Basic 22,625,137 22,546,449 22,615,241 22,875,107 Diluted 22,625,137 22,592,436 22,615,241 22,924,421    

Preliminary, Subject to Change

 

   

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor the six months ended June 30, 2010 and 2009(All figures in $’000s)(Unaudited)

  Six Months Ended June 30, 2010   2009 Cash flows from operating activities: Net (loss) income $ (1,547 ) $ 3,163 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 27,061 28,642 Impairment of fixed assets 3,254 1,131 Non-cash interest expense on Senior Discount Notes — 1,203 Amortization of debt issuance costs 506 406 Non-cash rental expense, net of non-cash rental income (2,171 ) (667 ) Compensation expense incurred in connection with stock options and common stock grants 737 841 Increase in deferred tax asset (4,171 ) (2,474 ) Net change in certain operating assets and liabilities 4,409 10,945 Decrease in deferred membership costs 1,890 4,660 Landlord contributions to tenant improvements 100 2,993 (Decrease) increase in insurance reserves (1,081 ) 301 Other   485     (134 ) Total adjustments   31,019     47,847   Net cash provided by operating activities   29,472     51,010     Cash flows from investing activities: Capital expenditures   (6,262 )   (28,485 ) Net cash used in investing activities   (6,262 )   (28,485 )   Cash flows from financing activities: Proceeds from borrowings on Revolving Loan Facility — 5,000 Repayment of borrowings on Revolving Loan Facility — (19,000 ) Repayment of long term borrowings (925 ) (925 ) Change in book overdraft — 126 Repurchase of common stock — (5,355 ) Proceeds from exercise of stock options 76 36 Tax benefit from stock option exercises   —     21   Net cash used in financing activities   (849 )   (20,097 ) Effect of exchange rate changes on cash   (181 )   (68 ) Net increase in cash and cash equivalents 22,180 2,360 Cash and cash equivalents beginning of period   10,758     10,399   Cash and cash equivalents end of period $ 32,938   $ 12,759     Summary of the change in certain operating assets and liabilities: Increase in accounts receivable $ (1,090 ) $ (1,035 ) Decrease (increase) in inventory 3 (103 ) Decrease in prepaid expenses and other current assets 1,084 1,581 Increase in accounts payable, accrued expenses and accrued interest 2,352 452 Increase in accrued interest on Senior Discount Notes — 6,346 Change in prepaid corporate income taxes and corporate income taxes payable (1,342 ) 5,648 Increase (decrease) in deferred revenue   3,402     (1,944 ) Net change in certain working capital components $ 4,409   $ 10,945      

Preliminary, Subject to Change