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 first quarter ended March 31, 2011.

First Quarter Overview:

• Revenue decreased 0.9% in Q1 2011 compared to Q1 2010.
• Comparable club revenue decreased 0.5% in Q1 2011 compared to Q1 2010.
• Total member count increased 17,000 to 510,000 in Q1 2011 compared to a 9,000 increase to 495,000 in Q1 2010.
• Membership attrition averaged 3.2% per month in Q1 2011 compared to 3.5% per month in Q1 2010.
• Earnings per share were $0.07 in Q1 2011 compared to loss per share of ($0.03) in Q1 2010. Q1 2010 results included fixed asset impairment and severance charges, net of taxes, of ($0.02) per share.
• EBITDA was $20.6 million in Q1 2011, an increase of $3.2 million, or 18.4% when compared to Adjusted EBITDA of $17.4 million in Q1 2010.

Robert Giardina, Chief Executive Officer of TSI, commented: “We were pleased to see our business continue to gain momentum in the first quarter and exceed our expectations. We added 17,000 net new members in the quarter, which is our biggest increase since the first quarter of 2008. We believe that the initiatives we have put in place over the past year to drive more member signups, continue to reduce attrition, and streamline the sales process to make it more productive and also more profitable, are now being reflected solidly in our results. We expect that these and other initiatives, combined with an improving economy, will continue to benefit our bottom line.”

Quarter Ended March 31, 2011 Financial Results:

            Revenue (in thousands):   Quarter Ended March 31, 2011 2010 Revenue % Revenue Revenue % Revenue % Variance Membership dues $ 90,599 77.6 % $ 92,809 78.8 % (2.4) % Joining fees   1,447 1.3 %   2,024 1.7 % (28.5) % Membership revenue   92,046 78.9 %   94,833 80.5 % (2.9) % Personal training revenue 15,692 13.4 % 14,799 12.6 % 6.0 % Other ancillary club revenue   7,854 6.7 %   6,963 5.9 % 12.8 % Ancillary club revenue 23,546 20.1 % 21,762 18.5 % 8.2 % Fees and other revenue   1,113 1.0 %   1,164 1.0 % (4.4) % Total revenue $ 116,705 100.0 % $ 117,759 100.0 % (0.9) %

Total revenue for Q1 2011 decreased $1.1 million, or 0.9%, compared to Q1 2010. This decrease in revenue was driven primarily by the decline in membership dues, reflecting price decreases. The price decline is, in large part, due to the introduction of restricted memberships; including the new student membership in April 2010, as well as the effect of promotions.

Revenue at clubs operated for over 12 months (“comparable club revenue”) decreased 0.5% in Q1 2011 compared to Q1 2010.

Operating expenses:

      Quarter Ended March 31,   2011   2010 Expense % Expense % of Revenue Variance Payroll and related 38.8 %   41.2 % (6.7) % Club operating 37.8 % 36.9 % 1.5 % General and administrative 6.4 % 7.6 % (17.0) % Depreciation and amortization 11.1 % 11.6 % (4.8) % Impairment of fixed assets - % 0.3 % (100.0) % Operating expenses 94.1 % 97.6 % (4.5) %

Total operating expenses decreased $5.2 million, or 4.5%, for Q1 2011 compared to Q1 2010. Operating margin was 5.9% for Q1 2011 compared to 2.4% for Q1 2010.

Payroll and related. The decreases in payroll and related expenses in Q1 2011 compared to Q1 2010 were principally driven by payroll related to membership consultants. The amount of membership consultant payroll deferred over the past two years has been declining with our decline in joining fees collected. Our payroll costs that we defer are limited to the amount of these fees. Additionally, payroll related to club staffing, excluding membership consultants, decreased as we realized efficiencies from programs put in place in the second half of 2010.

Club operating. In Q1 2011, occupancy expenses increased, which was partially offset by decreases related to marketing costs 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 Q1 2011 general and administrative expenses compared to Q1 2010 were principally attributable to decreases in legal costs and continued decreases in general liability insurance expense due to a further reduction in claims activity and therefore a reduction in claims reserves.

Depreciation and amortization. Depreciation and amortization decreased in Q1 2011 due to the closing of two clubs subsequent to March 31, 2010 and the effect of previous fixed asset impairment charges, decreasing the balance of fixed assets to be depreciated.

Impairment of fixed assets. In Q1 2010, we recorded fixed asset impairment charges of $389,000, representing the write-off of fixed assets of two underperforming clubs. There were no fixed asset impairment charges in Q1 2011.

Net income for Q1 2011 was $1.5 million compared to net loss of $732,000 for Q1 2010.

Cash flow from operating activities for Q1 2011 totaled $25.4 million, an increase of $7.8 million from the Q1 2010, which was partially related to the increase in overall earnings. Also in Q1 2011, due to the timing of payments, prepaid rent decreased $5.0 million, while in Q1 2010 there was no cash flow effect from prepaid rent. The effect of the change in deferred revenue and deferred membership costs increased cash by $1.5 million in the aggregate. In addition, income tax refunds, net of cash paid for income taxes increased $1.4 million in Q1 2011, compared to Q1 2010.

Second 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 second quarter of 2011 includes the following:

• Revenue for Q2 2011 is expected to be between $117.0 million and $118.0 million versus $117.4 million for Q2 2010.
• In Q2 2011, as a percentage of revenue, payroll and related expenses and club operating expenses are expected to be approximately 50 basis points below Q1 2011 levels. General and administrative expenses and depreciation and amortization expenses are expected to be similar to Q1 2011 amounts in total dollars.
• EBITDA is expected to be $21.3 million in Q2 2011.
• We expect net income for Q2 2011 of between $2.0 million and $2.5 million, and earnings per share to be in the range of $0.09 per share to $0.11 per share, assuming a 26% effective tax rate and 23.2 million weighted average fully diluted shares outstanding. See “Refinancing Activities” below for the estimated effects of a refinancing on our Q2 2011 net income.

Investing Activities Outlook:

For the year ending December 31, 2011, we currently plan to invest $29.0 million to $32.0 million in capital expenditure, 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 the two planned club openings in the second half of 2011, approximately $15.5 million for the upgrade of existing clubs and $4.3 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 $2.0 million to $3.0 million to enhance our management information and communication systems.

Refinancing Activities:

On April 7, 2011, we commenced soliciting lenders to participate in a new $350.0 million senior secured credit facility consisting of a term loan facility and a revolving credit facility using commercially reasonable efforts. We expect the facility to be arranged by Deutsche Bank Securities Inc. and KeyBanc Capital Markets Inc. We will use the proceeds from the credit facility principally to repay the 2007 Senior Credit Facility and to redeem in full all of our outstanding Senior Discount Notes in accordance with their terms. We are seeking to complete the transaction during the second quarter, subject to, among other factors, receipt of satisfactory pricing and market conditions.

• If a refinancing is consummated in Q2 2011, we expect that we would incur early pre-payment penalties on our existing 11% Senior Discount Notes of approximately $2.5 million, existing deferred financing costs of approximately $1.8 million would be written off and we would likely incur at least 30 days, or $1.3 million of interest, on these notes during the redemption period. These charges total $5.6 million, or $4.1, million net of taxes, at a tax rate of 26%.

Forward-Looking Statements:

Statements in this release that do not constitute historical facts, including, without limitation, statements under the captions “Second Quarter 2011 Business Outlook,” “Investing Activities Outlook,” and “Refinancing Activities”, 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 159 fitness clubs as of March 31, 2011, comprising 107 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 510,000 members. For more information on TSI, visit http://www.mysportsclubs.com.

The Company will hold a conference call on Tuesday, April 26, 2011 at 4:30 PM (Eastern) to discuss the first 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 April 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.

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES         CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2011 and December 31, 2010 (All figures in thousands) (Unaudited)   March 31, December 31, 2011 2010   ASSETS Current assets: Cash and cash equivalents $ 45,233 $ 38,803 Accounts receivable, net 6,932 5,258 Inventory 337 217 Prepaid corporate income taxes 5,905 7,342 Prepaid expenses and other current assets   8,323     13,213   Total current assets 66,730 64,833 Fixed assets, net 303,039 309,371 Goodwill 32,820 32,794 Intangible assets, net 28 44 Deferred tax assets, net 41,365 41,883 Deferred membership costs 7,134 5,934 Other assets   8,909     9,307   Total assets $ 460,025   $ 464,166     LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Current portion of long-term debt $ 1,850 14,550 Accounts payable 8,268 4,008 Accrued expenses 28,525 27,477 Accrued interest 3,153 6,579 Deferred revenue   40,318     35,106   Total current liabilities 82,114 87,720 Long-term debt 300,601 301,963 Deferred lease liabilities 66,186 67,180 Deferred revenue 5,455 3,166 Other liabilities   10,374     11,082   Total liabilities 464,730 471,111 Stockholders’ deficit: Common stock 23 23 Paid-in capital (21,303 ) (21,788 )  

Accumulated other comprehensive income (currency translation adjustment)

2,343 2,121 Retained earnings   14,232     12,699   Total stockholders’ deficit   (4,705 )   (6,945 ) Total liabilities and stockholders’ deficit $ 460,025   $ 464,166       TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended March 31, 2011 and 2010 (All figures in thousands except share and per share data) (Unaudited)   Three Months Ended March 31, 2011   2010   Revenues: Club operations $ 115,592 $ 116,595 Fees and other   1,113     1,164     116,705     117,759   Operating Expenses: Payroll and related 45,252 48,511 Club operating 44,102 43,468 General and administrative 7,420 8,939 Depreciation and amortization 13,002 13,654 Impairment of fixed assets   ―     389     109,776     114,961   Operating income 6,929 2,798 Interest expense 5,582 5,184 Interest income (71 ) (18 ) Equity in the earnings of investees and rental income   (644 )   (536 ) Income (loss) before benefit for corporate income taxes 2,062 (1,832 ) Provision (benefit) for corporate income taxes   529     (1,100 ) Net income (loss) $ 1,533   $ (732 )   Earnings (loss) per share: Basic $ 0.07 $ (0.03 ) Diluted $ 0.07 $ (0.03 )

Weighted average number of shares used in calculating earnings (loss) per share:

Basic 22,710,996 22,605,236 Diluted 23,073,147 22,605,236     TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2011 and 2010 (All figures in thousands) (Unaudited)   Three Months Ended March 31, 2011 2010 Cash flows from operating activities: Net income (loss) $ 1,533 $ (732 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 13,002 13,654 Impairment of fixed assets - 389 Amortization of debt issuance costs 282 253 Non-cash rental expense, net of non-cash rental income (1,120 ) (934 ) Compensation expense incurred in connection with stock options and common stock grants 348 369 Decrease (increase) in deferred tax asset 518 (1,899 ) Net change in certain operating assets and liabilities 12,594 5,485 (Increase) decrease in deferred membership costs (1,200 ) 990 Landlord contributions to tenant improvements 149 100 Decrease in insurance reserves (330 ) (229 ) Other   (368 )   172   Total adjustments   23,875     18,350   Net cash provided by operating activities   25,408     17,618     Cash flows from investing activities: Capital expenditures   (5,335 )   (2,809 ) Net cash used in investing activities   (5,335 )   (2,809 )   Cash flows from financing activities: Repayment of long term borrowings (14,062 ) (463 ) Proceeds from exercise of stock options 117 - Tax benefit from stock option exercises   20     18   Net cash used in financing activities   (13,925 )   (445 ) Effect of exchange rate changes on cash   282     (76 ) Net increase in cash and cash equivalents 6,430 14,288 Cash and cash equivalents beginning of period   38,803     10,758   Cash and cash equivalents end of period $ 45,233   $ 25,046     Summary of the change in certain operating assets and liabilities: Increase in accounts receivable (1,729 ) (752 ) Increase in inventory (120 ) (74 ) Decrease in prepaid expenses and other current assets 4,589 2,740 Increase in accounts payable, accrued expenses and accrued interest 4,494 2,527 Decrease in accrued interest on Senior Discount Notes (3,807 ) (3,807 ) Decrease in prepaid corporate income taxes 1,437 831 Increase in deferred revenue   7,730     4,020   Net change in certain working capital components $ 12,594   $ 5,485       TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES           Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA and EBITDA For the Three Months Ended March 31, 2011 and 2010 (All figures in thousands) (Unaudited)   Three Months Ended March 31, 2011 2010 % Chg. Net cash provided by operating activities $ 25,408 $ 17,618 Interest expense, net of interest income 5,511 5,166 Provision (benefit) for corporate income taxes 529 (1,100 ) Changes in operating assets and liabilities (12,594 ) (5,485 ) Amortization of debt issuance costs (282 ) (253 )

Compensation expense incurred in connection with stock options and common stock grants

(348 ) (369 ) Landlord contributions to tenant improvements (149 ) (100 ) Non-cash rental expense, net of non-cash rental income 1,120 934 Decrease in insurance reserves 330 229 (Decrease) increase in deferred tax asset (518 ) 1,899 Increase (decrease) in deferred membership costs 1,200 (990 ) Other   368     (172 ) Adjusted EBITDA 20,575 17,377 18.4 % Impairment of fixed assets   -     (389 ) EBITDA $ 20,575   $ 16,988   21.1 %     TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES   Reconciliation of Net Cash Provided by Operating Activities (estimated) to EBITDA (estimated) For the Three Months Ending June 30, 2011 (All figures in thousands) (Estimated)           Q2 2011 Net cash provided by operating activities (estimated) $ 22,150 Interest expense, net of interest income 5,450 Provision for corporate income taxes 800 Changes in operating assets and liabilities (8,248) Amortization of debt issuance costs (252) Compensation expense incurred in connection with stock options and common stock grants (350) Non-cash rental expense, net of non-cash rental income 900 Decrease in deferred tax asset (270) Increase in deferred member costs 1,070 Other   50 EBITDA (estimated) $ 21,300  

Note: The calculation of EBITDA (estimated) above excludes any effects of a refinancing of our debt.

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 any fixed asset or goodwill impairments. 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 $13.0 million in the quarter ended March 31, 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.

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 debt agreements, including our 2007 Senior Credit Facility and our Senior Discount Notes.   • Our discussions with prospective lenders and investors in recent years, including in relation to our 2007 Senior Credit Facility and our Senior Discount Notes, 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.