8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 1, 2006

Town Sports International Holdings, Inc

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	333-114210	20-0640002
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

888 Seventh Avenue (25th Floor), New York, New York 10106
(Address of Principal Executive Offices, including Zip code)

212-246-6700
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-99.1: PRESS RELEASE

Item 2.02. Results of Operations and Financial Condition

     On August 1, 2006, Town Sports International Holdings, Inc. issued a press release announcing its results of operations for the three and six months ended June 30, 2006. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     The information in this Current Report on form 8-K, including the attached exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

     99.1 Press release dated August 1, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Town Sports International Holdings, Inc.
	/s/  Richard Pyle
	By:  Richard Pyle
Date August 1, 2006	Its:   Chief Financial Officer

2

INDEX TO EXHIBITS

EXHIBIT	DESCRIPTION
99.1	Press release issued by Town Sports International Holdings, Inc. on August 1, 2006 announcing earnings for the three and six months ended June 30, 2006.

3

EX-99.1

Exhibit 99.1

For Release on August 1st, 2006

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES SECOND QUARTER 2006 FINANCIAL RESULTS

New York, NY – August 1st, 2006 – Town Sports International Holdings, Inc. (“TSI” or “the Company”), a leading owner 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 quarter ended June 30, 2006.

Second quarter 2006 revenue grew 11.7% to $109.5 million from $98.0 million for the same period last year. Total revenue for the first six months of 2006 grew 11.3% to $213.5 million from $191.8 million during the same period last year. Same club revenue increased 8.2% during the second quarter compared to the prior year.

Chief Executive Officer, Robert Giardina, commented, “We are very pleased with our second quarter performance, which exceeded our expectations and underscores positive momentum in our business. During the quarter we posted strong same club revenue, leveraged expenses, and achieved operating efficiencies across the board, enabling us to post a 19.6% gain in adjusted EBITDA. These results are a testament to our clustering strategy, and the high degree of execution capabilities of our team. Looking ahead, we believe we have significant opportunities to expand our footprint in each of our markets, and we are focused on capitalizing on the many growth prospects ahead”.

“We were very pleased to have successfully completed our initial public equity offering and we look forward to beginning a new chapter for our company”, said Mr. Giardina. On June 2, 2006, the Company completed an initial public equity offering (“IPO”) of 8,965,000 shares of common stock at a price to the public of $13.00 per share, 7,650,000 of which were sold by the Company and the remainder of which were sold by certain selling stockholders to certain specified purchasers. Upon completing the offering, the Company received approximately $91.8 million of proceeds net of underwriting discounts and expenses. The IPO proceeds were used for the redemption of 35% of the aggregate principal amount of its outstanding 11% Senior Discount Notes due 2014 and the remainder of the proceeds together with cash on hand was used to consummate the tender offer for $85.0 million of the 9 5/8% Senior Notes due 2011. Results for Q2 2006 were impacted by the loss on extinguishment of debt described below.

Three and Six Months ended June 30, 2006, Financial Highlights:

Total revenue for the second quarter grew 11.7% to $109.5 million from $98.0 million for the same period last year. Total revenue for the first six months ended June 30, 2006 grew 11.3% to $213.5 million from $191.8 million during the same period last year. The increase in revenue was driven by growth in membership revenue and ancillary club revenue.

• Membership revenue for the second quarter grew 10.6% to $89.1 million from $80.5 million in Q2 2005. Year-to-date membership revenue grew 10.1% to $174.2 million from $158.2 million during the same period last year.

• Ancillary revenue for the second quarter grew 12.3% to $18.6 million from $16.5 million in Q2 2005. Year-to-date ancillary revenue grew 14.9% to $36.4 million from $31.7 million during the same period last year.

• Same club revenue increased by 8.2% during the second quarter compared to the prior-year period. This increase in same club revenue is due to a 5.2% increase in membership, a 2.3% increase in price, and a 1.4% increase in ancillary revenue offset by a 0.7% decrease in initiation fee revenue recognized.

Total operating expenses increased by 9.7% to $95.9 million in Q2 2006 compared to $87.4 million in Q2 2005. Year-to-date operating expenses totaled $189.5 million, compared with $171.7 million for the same period last year.

• Payroll and related expenses totaled $40.6 million in Q2 2006 compared to $39.2 million in Q2 2005. Total payroll and related expenses for the six months ended June 30, 2006 increased $5.9 million to $81.5 million from $75.6 million during the same period last year.

     For the quarter:

• Payroll costs directly related to the Company’s personal training, Group Exclusives, and Sports Clubs for Kids programs increased $0.8 million or 9.0%.Year-to-date payroll costs for these programs grew 13.5% to $18.5 million from $16.3 million during the same period last year, due to increased demand for these programs.

• In the quarter ended June 30, 2006, share-based compensation charges totaled $0.5 million. These charges principally related to common stock options that were reissued to a certain departing executive.

• Club operating expenses totaled $36.8 million for Q2 2006 compared to $31.7 million in Q2 2005. Total club operating expenses for the six months ended June 30, 2006 grew 12.8% to $71.3 million from $63.2 million during the same period last year.

     For the quarter:

• Rent and occupancy expenses increased $1.6 million. Rent and occupancy costs at clubs that have opened since July 1, 2005 or that are currently under construction increased $1.0 million.

• Utility costs increased $1.7 million. $0.6 million of the increase in utilities was at clubs that were opened or acquired in 2005 and 2006. The balance of the increase is due to higher utility rates throughout the remainder of the club base.

• Marketing and advertising costs increased $1.4 million to $3.5 million in Q2 2006 from $2.1 million in Q2 2005. This increase was due to an increase in the level of radio and print advertising campaigns in Q2 2006 when compared to Q2 2005.

• General and administrative expenses increased $1.6 million to $8.1 million for Q2 2006 compared to $6.5 million in Q2 2005. Total general and administrative expenses for the six months ended June 30, 2006 increased $2.8 million to $16.0 million from $13.2 million during the same period last year. In the second quarter of 2006, we incurred expenses of $1.1 million related to the examination of financing alternatives, now completed.

• Depreciation and amortization expenses totaled $10.4 million during Q2 2006 compared to $10.1 million in Q2 2005. Depreciation and amortization expenses increased $1.0 million to $20.8 million from $19.8 million during the same period last year.

• Loss on extinguishment of debt totaled $8.7 million during the second quarter of 2006. The Company paid $93.0 million to redeem $85.0 million outstanding principal of the 9 5/8% Senior Notes, together with $6.8 million of early termination fees and $1.2 million of accrued interest. Deferred financing costs totaling $1.6 million were written off and fees totaling $0.3 million were incurred in connection with this early extinguishment of debt.

• The Company recorded an income tax benefit of $1.7 million in the quarter ended June 30, 2006 compared to an income tax provision of $0.4 million in the quarter ended June 30, 2005.

Net loss for the three months ended June 30, 2006 was $2.7 million compared to net income of $0.5 million in the same period of prior year. Net loss for the six months ended June 30, 2006 was $2.8 million compared to net income of $0.7 million in the same period of prior year. The $8.7 million loss on extinguishment of debt was a contributor to the net loss in Q2 2006

Cash flow from operations for the six months ended June 30, 2006 grew 63.8% to $48.4 million from $29.6 million from the prior year. Cash flow from operations has increased due to the increase in operating income excluding the effects of depreciation and amortization, net changes in operating assets and liabilities, including the increase in deferred revenue and the decrease in prepaid taxes.

EBITDA for Q2 2006 increased 16.2% to $24.5 million from $21.0 million in Q2 2005. As a percentage of total revenue, EBITDA margin was 22.3% in Q2 2006, compared to 21.5% in Q2 2005. Year-to-date EBITDA grew 11.9% to $45.7 million from $40.8 million during the same period last year. As a percentage of total revenue, Year-to-date EBITDA margin was 21.4% compared to 21.3% in 2005.

Adjusted EBITDA for Q2 2006 increased 19.6% to $26.1 million from $21.8 million in Q2 2005. As a percentage of total revenue, adjusted EBITDA margin was 23.9% in Q2 2006, compared to 22.3% in Q2 2005. Year-to-date adjusted EBITDA increased 19.0% to $49.8 million from $41.8 million during the same period last year. As a percentage of total revenue, adjusted EBITDA margin was 23.3% in the first six months of 2006, compared to 21.8% in 2005.

Cash used in financing activities for the six months ended June 30, 2006 totaled $2.4 million. The Company’s IPO of 7,650,000 shares of common stock resulted in net proceeds of $91.8 million. These proceeds are net of underwriting discounts and commissions and offering costs payable by the Company totaling $7.7 million. The IPO proceeds were used for the redemption of 35% of the aggregate principal amount of its outstanding 11% Senior Discount Notes due 2014 and the remainder of the proceeds together with cash on hand was used to consummate the tender offer for $85.0 million of the 9 5/8% Senior Notes due 2011. The tender offer for the 9 5/8% Senior Notes was consummated on June 8, 2006 and the redemption of the 11% Senior Discount Notes occurred July 7, 2006. In connection with the IPO the Board of Directors approved a 14 for 1 common stock split.

The Company will hold a conference call on Tuesday, August 1, 2006 at 5:00 PM (Eastern) to discuss the second quarter results. Robert Giardina, chief executive officer, and Richard Pyle, 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 of the call will be available via the Company’s Website beginning August 2, 2006.

2006 Business Outlook:

Based upon the current business environment, year-to-date performance and current trends in our marketplace, the Company currently expects the following results for calendar 2006, subject to risks and uncertainties, including those set forth in “Forward-Looking Statements”.

The Company expects total revenue to be between $428 and $433 million, a 10-11% growth over 2005 – driven by club membership and ancillary revenue growth, the maturation of recently opened clubs as well as new clubs opened during the year.

The Company expects to construct and open one new club during the third quarter and four new clubs in the fourth quarter of 2006, supplementing the five clubs opened during the first quarter of this year, to bring the total club count by December 31, 2006, after closures and sale of clubs, to 146 clubs (with an additional two partly-owned clubs under management).

The Company expects EBITDA to be between $92.5 and $95 million, a 13-16% growth over 2005. When adjusted for the effects of costs related to the examination of financing alternatives as well as severance expenses incurred during the year as well as deferred rental expense and deferred compensation expense, the company expects such Adjusted EBITDA to be between $95.5 and $98 million, a 13-16% increase over 2005’s results.

The Company expects net income to be between break-even and $1.0 million – when compared with 2005’s net income of $1.7 million. The net income for 2006 will be arrived at after a total pre-tax charge of approximately $16.2 million for early extinguishment of debt, of which $8.7 million occurred in the second quarter of 2006.

The Company currently has 25.9 million shares in issue, and, on this basis, the Company calculates 23.2 million shares issued on a fully diluted basis for the entire 2006. Accordingly, the Company expects EPS of between $0.00 and $0.04 for the year, or between $0.44 and $0.49 per share when adjusted for the early debt extinguishment charges on a post-tax basis.

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. In addition to New York Sports Clubs, TSI operates under the brand names of Boston Sports Clubs, Washington Sports Clubs and Philadelphia Sports Clubs, with 141 clubs and more than 430,000 members in the U.S. In addition, the Company operates three facilities in Switzerland. For more information on TSI visit http://www.mysportsclubs.com.

Town Sports International Holdings, Inc., New York
Contact Information:

Investor Contact:
(212) 246-6700 extension 710
Investor.relations@town-sports.com or

Joseph Teklits
Integrated Corporate Relations
joseph.teklits@icrinc.com

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2005 and June 30, 2006
(All figures in $’000s)
(Unaudited)

	December 31,			June 30,
	2005			2006
Assets
Current assets:
Cash and cash equivalents	$	51,304		$	71,354
Accounts receivable net		7,103			6,289
Inventory		421			546
Prepaid corporate income taxes		4,518			1,503
Prepaid expenses and other current assets		13,907			12,794
Total current assets		77,253			92,486
Fixed assets, net		253,131			256,968
Goodwill		49,974			50,024
Intangible assets, net		741			420
Deferred tax asset, net		24,378			28,160
Deferred membership costs		11,522			14,423
Other assets		16,772			13,527
Total assets	$	433,771		$	456,008
Liabilities and Stockholders’ Deficit
Current liabilities:
Current portion of long-term debt	$	1,267		$	58,857
Accounts payable		8,333			6,456
Accrued expense		31,620			33,178
Accrued interest		5,267			3,525
Deferred revenue		33,028			37,253
Total current liabilities		79,515			139,269
Long-term debt		409,895			274,960
Deferred lease liabilities		48,898			50,463
Deferred revenue		2,905			8,012
Other liabilities		8,241			9,583
Total liabilities		549,454			482,287
Stockholders’ deficit:
Common stock		1			26
Paid-in capital		(113,588	)		(22,099	)
Unearned compensation		(509	)		—
Accumulated other comprehensive income (currency translation adjustment)		386			554
Accumulated deficit		(1,973	)		(4,760	)
Total stockholders’ deficit		(115,683	)		(26,279	)
Total liabilities and stockholders’ deficit	$	433,771		$	456,008

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and six months ended June 30, 2005 and 2006
(All figures in $’000s except share and per share data)
(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2005			2006			2005			2006
Revenues:
Club Operations	$	97,078		$	107,659		$	189,909		$	210,582
Fees and Other		918			1,810			1,933			2,913
		97,996			109,469			191,842			213,495
Operating Expenses:
Payroll and related		39,168			40,591			75,564			81,487
Club operating		31,717			36,781			63,166			71,251
General and administrative		6,467			8,106			13,145			15,967
Depreciation and amortization		10,084			10,400			19,823			20,786
		87,436			95,878			171,698			189,491
Operating Income:		10,560			13,591			20,144			24,004
Loss on extinguishment of debt		—			8,667			—			8,667
Interest expense		10,508			10,395			20,628			21,083
Interest income		(465	)		(662	)		(834	)		(1,387	)
Equity in the earnings of investees and rental income		(404	)		(475	)		(875	)		(908	)
Income (loss) before provision (benefit) for corporate income taxes		921			(4,334	)		1,225			(3,451	)
Provision (benefit) for corporate income taxes		430			(1,682	)		555			(664	)
Net income (loss)	$	491		$	(2,652	)	$	670		$	(2,787	)
Earnings (loss) per share:
Basic	$	0.03		$	(0.13	)	$	0.04		$	(0.14	)
Diluted	$	0.03		$	(0.13	)	$	0.04		$	(0.14	)
Weighted average number of shares used in calculating earnings (loss) per share:
Basic		18,327,722			20,660,229			18,341,428			19,500,419
Diluted		18,332,734			20,660,229			18,343,710			19,500,419

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2005 and 2006
(All figures in $’000s)
(Unaudited)

	For the six months ended
	June 30,
	2005			2006
Cash flows from operating activities:
Net income (loss)	$	670		$	(2,787	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		19,823			20,786
Interest expense on Senior Discount Notes		7,545			8,398
Compensation expense incurred in connection with stock options		25			574
Noncash rental expense, net of noncash rental income		968			(42	)
Loss on extinguishment of debt		—			8,667
Amortization of debt issuance costs		817			815
Net changes in certain operating assets and liabilities		2,512			13,771
Increase in deferred tax asset		(6,639	)		(3,782	)
(Increase) decrease in deferred membership costs		168			(2,901	)
Increase in reserve for self-insured liability claims		1,014			1,551
Landlord contributions to tenant improvements		2,988			3,271
Other		(336	)		86
Total adjustments		28,885			51,194
Net cash provided by operating activities		29,555			48,407
Cash flows from investing activities:
Capital expenditures, net of effect of acquired businesses		(21,830	)		(26,004	)
Acquisition of businesses		(2,801	)		—
Net cash used in investing activities		(24,631	)		(26,004	)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts and offering costs		—			91,796
Repayment of Senior Notes		—			(85,001	)
Proceeds from exercise of stock options		—			85
Repurchase of common stock		(184	)		(433	)
Book overdraft		—			(986	)
Repayment of long term borrowings		(499	)		(742	)
Premium paid on extinguishment of debt and related costs		—			(7,072	)
Net cash used in financing activities		(683	)		(2,353	)
Net increase in cash and cash equivalents		4,241			20,050
Cash and cash equivalents at beginning of period		57,506			51,304
Cash and cash equivalents at end of period	$	61,747		$	71,354
Summary of change in certain operating assets and liabilities; net of effects of acquired businesses:
Increase in accounts receivable	$	(1,386	)	$	(877	)
Increase in inventory		(185	)		(123	)
Decrease (increase) in prepaid expenses, prepaid income taxes, and other current assets		(186	)		3,665
Increase (decrease) in accounts payable, accrued expenses and accrued interest		(2,889	)		1,779
Increase in deferred revenue		7,158			9,327
Net changes in certain operating assets and liabilities	$	2,512		$	13,771

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation of Net Income (loss) to EBITDA and Adjusted EBITDA
For the three and six months ended June 30, 2005 and 2006
(All figures in $’000s)
(Unaudited)

	Three months ended									Six months ended
	June 30,									June 30,
	2005			2006			% Chg.			2005			2006			% Chg.
Net income (loss)	$	491		$	(2,652	)				$	670		$	(2,787	)
Provision (benefit) for corporate income taxes		430			(1,682	)					555			(664	)
Early extingishment of debt costs		—			8,667						—			8,667
Interest expense, net of interest income		10,043			9,733						19,794			19,695
Depreciation and amortization		10,084			10,400						19,823			20,786
EBITDA	$	21,048		$	24,466			16.2	%	$	40,842		$	45,697			11.9	%
Noncash rental expense, net of noncash rental income		778			(23	)					968			(42	)
Noncash compensation expense incurred in in connection with stock options		10			531						25			574
Costs incurred in connection with the examination of financing alternatives		—			1,148						—			1,717
Severance Costs		—			—						—			1,630
Lease termination expense		—			—						—			225
Adjusted EBITDA	$	21,836		$	26,122			19.6	%	$	41,835		$	49,801			19.0	%
EBITDA Margin		21.5	%		22.3	%					21.3	%		21.4	%
Adjusted EBITDA Margin		22.3	%		23.9	%					21.8	%		23.3	%

Non GAAP Financial Measures:

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA provides useful information regarding the Company’s operating performance and financial condition, subject to the limitations described below. EBITDA should not be considered in isolation or as a substitute for net income, cash flows or other consolidated income (loss) or cash flow data prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) or as a measure of the Company’s profitability or liquidity. Additionally, investors should be aware that EBITDA may not be comparable to similarly titled measures presented by other companies. EBITDA margin is defined as EBITDA as a percentage of consolidated revenue.

Adjusted EBITDA is calculated by adding to or deducting from EBITDA (as defined above) certain items of income and expense consisting of: (i) noncash deferred rental expense, net of noncash deferred rental income, (ii) noncash compensation expense incurred in connection with stock options, (iii) costs incurred in connection with potential financing and business combination transactions that have not been consummated, (iv) severance and related costs and (v) lease termination expenses. Adjusted EBITDA is presented because the Company believes it provides useful information regarding the Company’s operating performance and financial condition, subject to the limitations described below. Adjusted EBITDA is substantially similar to a metric used by the Company’s lenders when assessing its compliance with debt covenants. Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss), cash flows or other consolidated income (loss) or cash flow data prepared in accordance with GAAP or as a measure of the Company’s profitability or liquidity. Additionally, investors should be aware that Adjusted EBITDA may not be comparable to similarly titled measures presented by other companies. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of consolidated revenue.

Forward-Looking Statements:

Statements in this release that do not constitute historical facts, including, without limitation, statements regarding future financial results and performance and potential sales revenue are “forward-looking” statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks and uncertainties, many of which are outside the Company’s control, including the level of market demand for the Company’s

services competitive pressures, the ability to achieve reductions in operating costs and to continue to integrate acquisitions, the application of federal and state tax laws and regulations, and other specific factors discussed herein and in other releases and public filings made by the Company; accordingly, actual results could differ materially from any such forward-looking statement. The forward-looking statements speak only as of the date and hereof and the Company does not intend to update this information to reflect developments or information obtained after the date hereof and the Company disclaims any legal obligation to the contrary.