EX-99.1 2 y23670exv99w1.htm EX-99.1: PRESS RELEASE 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.