Town Sports International Holdings, Inc. Announces Third Quarter 2009 Financial Results

October 28, 2009 4:01 PM EDT

NEW YORK--(BUSINESS WIRE)-- 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, 2009.

3rd Quarter Overview:

    --  Revenue decreased 6.0% to $120.4 million compared to Q3 2008.
    --  Comparable club revenue decreased 7.0% compared to Q3 2008.
    --  Total member count was 494,000 at September 30, 2009, a decrease of
        25,000 or 4.8% compared to September 30, 2008.
    --  Membership attrition averaged 4.2% per month compared to 3.6% in Q3 2008
        and 3.7% in Q2 2009.
    --  Loss per diluted share was $0.07.
    --  Results reflected fixed asset impairment charges, net of taxes, of $2.0
        million offset by one-time tax benefits of $200,000. These items reduced
        earnings per diluted share by $0.08.

Alex Alimanestianu, Chief Executive Officer of TSI, commented: "Our third quarter results were in line with our expectations and we are encouraged that new member sign-ups for the quarter were somewhat better than expected. With that said, membership declines over the past year will continue to weigh on our earnings results into the fourth quarter and next year. We will maintain our focus on controlling expenses and limiting expansion capital expenditures while continuing to enhance and differentiate our member experience. Overall, we remain committed to our business strategy, and we are confident in the teams we have supporting our effort throughout the organization. We look forward to benefiting from stronger operations and an improving economy."

Quarter and Year-to-Date September 30, 2009 Financial Results:

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


            Quarter Ended September 30,         Year-to-Date September 30,

            2009              2008              2009              2008

            Revenue  %        Revenue  %        Revenue  %        Revenue  %
                     Revenue           Revenue           Revenue           Revenue

Membership  $        79.2%    $        78.9%    $        79.4%    $        78.6%
dues        95,400            101,025           294,465           301,696

Initiation  3,113    2.6%     3,505    2.7%     9,622    2.6%     10,393   2.7%
fees

Membership  98,513   81.8%    104,530  81.6%    304,087  82.0%    312,089  81.3%
revenue

Personal
training    13,526   11.2%    14,871   11.6%    43,696   11.7%    47,712   12.4%
revenue

Other
ancillary   7,243    6.0%     7,281    5.7%     19,587   5.3%     19,517   5.1%
club
revenue

Ancillary
club        20,769   17.2%    22,152   17.3%    63,283   17.0%    67,229   17.5%
revenue

Fees and
other       1,167    1.0%     1,427    1.1%     3,700    1.0%     4,504    1.2%
revenue

Total       $        100.0%   $        100.0%   $        100.0%   $        100.0%
revenue     120,449           128,109           371,070           383,822



Period-over-period revenue variances:


                              Q3 2009 vs.  YTD 2009 vs. YTD

                              Q3 2008      2008

                              % Decrease   % Increase (Decrease)

Membership dues               (5.6) %      (2.4)%

Initiation fees               (11.2)%      (7.4)%

Membership revenue            (5.8)%       (2.6)%

Personal training revenue     (9.0)%       (8.4)%

Other ancillary club revenue  (0.5)%       0.4%

Ancillary club revenue        (6.2)%       (5.9)%

Fees and other revenue        (18.2)%      (17.9)%

Total revenue                 (6.0)%       (3.3)%



Total revenue for Q3 2009 decreased $7.7 million or 6.0% compared to Q3 2008. For Q3 2009, revenues increased $5.1 million at the 22 clubs opened or acquired subsequent to September 30, 2007, offset by decreases in revenue of 9.1% or $10.8 million at our clubs opened or acquired prior to September 30, 2007 and $2.0 million related to the 11 clubs that were closed subsequent to September 30, 2007.

Total revenue for the nine months ended September 30, 2009 decreased $12.8 million or 3.3% compared to the nine months ended September 30, 2008. Revenue increased $19.4 million at the 22 clubs opened or acquired subsequent to September 30, 2007, offset by decreases in revenue of 7.4% or $26.5 million at clubs opened or acquired prior to September 30, 2007 and $5.6 million related to the 11 clubs that were closed subsequent to September 30, 2007.

Revenue at clubs operated for over 12 months ("comparable club revenue") decreased 7.0% in Q3 2009 compared to Q3 2008 and 5.1% in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008.

Operating expenses:


                Quarter Ended September      Year-to-Date September 30,
                30,

                2009   2008                  2009   2008

                Expense % of  Expense %                            Expense %
                Revenue                      Expense % of Revenue
                              Incr (Decr)                          Incr (Decr)

Payroll and     39.4%  38.3%  (3.4)%         39.5%  38.1%          0.2%
related

Club operating  37.9%  34.7%  2.7%           37.1%  33.5%          6.8%

General and     6.7%   6.8%   (6.8)%         6.4%   6.8%           (7.6)%
administrative

Depreciation
and             11.9%  10.5%  6.9%           11.6%  10.1%          10.8%
amortization

Impairment of   2.9%   0.7%   313.9%         1.2%   0.5%           132.4%
fixed assets

Operating       98.8%  91.0%  2.1%           95.8%  89.0%          4.0%
expenses



Total operating expenses increased 2.1% for Q3 2009 compared to Q3 2008 and operating margin was 1.2% for Q3 2009 compared to 9.0% for Q3 2008. The changes were due to a 0.8% increase in the total months of club operation for Q3 2009 compared to Q3 2008 as well as the following factors:

Payroll and related. Decreases for Q3 2009 compared to Q3 2008 were primarily due to decreases in ancillary club payroll expense directly related to the decline in ancillary club revenue and decreases in membership sales commissions and bonuses related to decreases in the number of memberships sold. Our payroll costs that we defer are limited to the amount of these initiation fees.

Club operating. Increases for Q3 2009 compared to Q3 2008 were principally attributable to the eight clubs added after July 1, 2008.

General and administrative. Decreases for Q3 2009 compared to Q3 2008 were principally attributable to decreases in general liability insurance expense due to a reduction in claims activity and therefore a reduction of claims reserves. The remainder of the expense decrease was due to cost reduction efforts realized within various general and administrative expenses.

Depreciation and amortization. Increases were principally attributable to the eight clubs added after July 1, 2008 and the new laundry facility and corporate office in Elmsford, NY.

Impairment of fixed assets. In Q3 2009, impairment losses of $3.5 million were recorded representing the write-offs of fixed assets at two underperforming clubs. In Q3 2008, impairment losses of $839,000 were recorded related to the planned closure of a club prior to its lease expiration date.

Net Loss for Q3 2009 was $1.5 million compared to net income of $3.8 million for Q3 2008. For the nine months ended September 30, 2009, net income was $1.7 million compared to $15.4 million for the nine months ended September 30, 2008.

Cash flow from operating activities for the nine months ended September 30, 2009 totaled $58.8 million, a decrease of $17.5 million from the same period last year, which primarily related to the decrease in earnings.

Share Repurchases: The Company did not repurchase shares during Q3 2009. The Company repurchased 2.1 million shares at a total cost of $5.4 million in Q1 2009, resulting in a decrease in the number of total common shares outstanding.

Fourth Quarter 2009 Business Outlook:

The Company is limiting its guidance to the fourth quarter of 2009. Based on the current business environment, recent performance and current trends in the marketplace, and subject to the risks and uncertainties in its forward-looking statements, the Company's outlook for the fourth quarter includes the following:

    --  Revenue for Q4 2009 is expected to be between $112.5 million and $114.5
        million versus $122.9 million for Q4 2008. The Company expects Q4 2009
        payroll costs to be slightly less than the Q3 2009 amount and
        depreciation and amortization expenses in dollars to be similar to the
        Q3 2009 amount, although such items are expected to increase as a
        percentage of revenue given the anticipated decrease in revenue. General
        and administrative expense amounts are expected to approximate Q1 2009
        levels.
    --  The Company expects a net loss for Q4 2009 of between $1.8 million and
        $2.3 million, and loss per share to be in the range of $0.08 per share
        to $0.10 per share, assuming a 50% effective tax rate and 22.6 million
        weighted average fully diluted shares outstanding.

Investing Activities Outlook:

For the full-year 2009, we estimate we will invest approximately $53.0 million in capital expenditures. This amount includes approximately $16.3 million of capital expenditures primarily related to clubs opened in the second half of 2008 and 2009, $23.4 million to continue to upgrade existing clubs, $8.8 million to support and enhance our management information systems, and $4.5 million for the completion of a new regional laundry facility and corporate office in our New York Sports Clubs market. In the nine months ended September 30, 2009, we have invested $39.8 million in capital expenditures, and we opened four clubs and closed five clubs. We plan to close four additional clubs in 2009.

While we are still developing our capital investment plans for the full-year 2010, our total capital expenditures are expected to be between $36.0 million and $44.0 million and we currently expect to open one club in 2010.

Forward-Looking Statements:

Statements in this release that do not constitute historical facts, including, without limitation, statements under the captions "Fourth Quarter 2009 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 matters, any security and privacy breaches involving customer data, 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 165 fitness clubs as of September 30, 2009, comprising 111 New York Sports Clubs, 26 Boston Sports Clubs, 19 Washington Sports Clubs (two of which are partly-owned), six Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 494,000 members. For more information on TSI, visit http://www.mysportsclubs.com.

The Company will hold a conference call on Wednesday, October 28, 2009 at 4:30 PM (Eastern) to discuss the third quarter 2009 results. Alex Alimanestianu, 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 Website at www.mysportsclubs.com. A replay and transcript of the call will be available via the Company's Website beginning October 29, 2009.

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2009 and December 31, 2008

(All figures in $'000s)

(Unaudited)


                                                  September 30,  December 31,

                                                  2009           2008

ASSETS

Current assets:

Cash and cash equivalents                         $ 12,021       $ 10,399

Accounts receivable, net                            6,130          4,508

Inventory                                           138            143

Prepaid corporate income taxes                      3,571          8,116

Prepaid expenses and other current assets           11,779         14,154

Total current assets                                33,639         37,320

Fixed assets, net                                   360,678        373,120

Goodwill                                            32,636         32,610

Intangible assets, net                              198            281

Deferred tax assets, net                            45,740         42,266

Deferred membership costs                           10,117         14,462

Other assets                                        9,682          11,579

Total assets                                      $ 492,690      $ 511,638

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities:

Current portion of long-term debt                 $ 10,650       $ 20,850

Accounts payable                                    7,223          7,267

Accrued expenses                                    31,693         35,565

Accrued interest                                    2,917          523

Deferred revenue                                    38,298         40,326

Total current liabilities                           90,781         104,531

Long-term debt                                      316,975        317,160

Deferred lease liabilities                          72,088         69,719

Deferred revenue                                    1,602          4,554

Other liabilities                                   12,654         14,902

Total liabilities                                   494,100        510,866

Stockholders' (deficit) equity:

Common stock                                        23             25

Paid-in capital                                     (23,020)       (18,980)

Accumulated other comprehensive income (currency    1,252          1,070
translation adjustment)

Retained earnings                                   20,335         18,657

Total stockholders' (deficit) equity                (1,410)        772

Total liabilities and stockholders' (deficit)     $ 492,690      $ 511,638
equity



TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

For the quarters and nine months ended September 30, 2009 and 2008

(All figures in $'000s except share and per share data)

(Unaudited)


                   Quarter Ended September 30,  Nine Months Ended September 30,

                   2009          2008           2009          2008

Revenues:

Club operations    $ 119,282     $ 126,682      $ 367,370     $ 379,318

Fees and other       1,167         1,427          3,700         4,504

                     120,449       128,109        371,070       383,822

Operating
Expenses:

Payroll and          47,487        49,171         146,480       146,228
related

Club operating       45,589        44,398         137,499       128,799

General and          8,103         8,697          23,938        25,898
administrative

Depreciation and     14,353        13,423         42,995        38,788
amortization

Impairment of        3,473         839            4,604         1,981
fixed assets

                     119,005       116,528        355,516       341,694

Operating income     1,444         11,581         15,554        42,128

Interest expense     5,378         5,783          15,944        17,930

Interest income      (1)           (76)           (2)           (291)

Equity in the
earnings of          (444)         (634)          (1,452)       (1,701)
investees and
rental income

Income (loss)
before provision
(benefit) for        (3,489)       6,508          1,064         26,190
corporate income
taxes

Provision
(benefit) for        (2,004)       2,668          (614)         10,738
corporate income
taxes

Net income (loss)  $ (1,485)     $ 3,840        $ 1,678       $ 15,452

Earnings (loss)
per share:

Basic              $ (0.07)      $ 0.15         $ 0.07        $ 0.59

Diluted            $ (0.07)      $ 0.14         $ 0.07        $ 0.58

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

Basic                22,565,564    26,445,288     22,770,792    26,389,804

Diluted              22,565,564    26,547,121     22,825,640    26,464,915



TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2009 and 2008

(All figures in $'000s)

(Unaudited)


                                                          Nine Months

                                                          Ended September 30,

                                                          2009        2008

Cash flows from operating activities:

Net income                                                $ 1,678     $ 15,452

Adjustments to reconcile net income to net cash provided
by operating activities:

Depreciation and amortization                               42,995      38,788

Impairment of fixed assets                                  4,604       1,981

Non-cash interest expense on Senior Discount Notes          1,203       10,328

Write-off of deferred financing                             100         --

Amortization of debt issuance costs                         643         583

Noncash rental expense, net of noncash rental income        (1,686)     (242)

Compensation expense incurred in connection with stock      1,257       876
options and common stock grants

Net changes in certain operating assets and liabilities     2,156       3,187

Increase in deferred tax asset                              (3,474)     (2,400)

Landlord contributions to tenant improvements               4,664       4,282

Change in reserve for self-insured liability claims         430         1,738

Decrease in deferred membership costs                       4,345       1,940

Other                                                       (133)       (190)

Total adjustments                                           57,104      60,871

Net cash provided by operating activities                   58,782      76,323

Cash flows from investing activities:

Capital expenditures                                        (39,805)    (63,162)

Insurance Proceeds                                          --          1,074

Net cash used in investing activities                       (39,805)    (62,088)

Cash flows from financing activities:

Proceeds from borrowings on Revolving Loan Facility         82,800      --

Repayment of borrowings on Revolving Loan Facility          (93,000)    (9,000)

Repayment of long-term borrowings                           (1,388)     (1,435)

Repurchase of common stock                                  (5,355)     --

Costs related to deferred financing                         (615)       --

Proceeds from exercise of stock options                     36          1,194

Tax benefit from stock option exercises                     21          174

Net cash used in financing activities                       (17,501)    (9,067)

Effect of exchange rate changes on cash                     146         31

Net increase in cash and cash equivalents                   1,622       5,199

Cash and cash equivalents at beginning of period            10,399      5,463

Cash and cash equivalents at end of period                $ 12,021    $ 10,662

Summary of change in certain operating assets and
liabilities:

Increase in accounts receivable                           $ (1,618)   $ (3,611)

Decrease (increase) in inventory                            6           (4)

Decrease in prepaid expenses and other current assets       1,018       3,478

Increase in accounts payable, accrued expenses and          651         4,301
accrued interest

Increase in accrued interest on Senior Discount Notes       2,538       --

Change in prepaid corporate income taxes                    4,545       (2,120)

(Decrease) increase in deferred revenue                     (4,984)     1,143

Net changes in certain operating assets and liabilities   $ 2,156     $ 3,187




    Source: Town Sports International Holdings, Inc.


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