EX-99.1 2 y26552exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
 

For Release on November 2nd, 2006
TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES THIRD QUARTER 2006 FINANCIAL RESULTS
New York, NY — November 2nd, 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 September 30, 2006.
Third quarter 2006 revenue grew 11.4% to $109.4 million from $98.2 million for the same period last year. Total revenue for the first nine months of 2006 grew 11.3% to $322.9 million from $290.0 million during the same period last year. Comparable club revenue increased 7.8% during the third quarter compared to the same period in the prior year.
Robert Giardina, Chief Executive Officer of TSI, commented, “We are very pleased to be able to report our fourth consecutive quarter of double-digit revenue growth, as well as 32.6% EBITDA growth, which is an acceleration from the first half of the year. During the quarter, we continued to post very solid comparable-club revenue growth along with double-digit member and ancillary revenue growth, and we are on track to meet our 2006 expansion goals while having established a pipeline of new clubs for 2007 and 2008.” Mr. Giardina continued, “We are now looking to finish the year in strong fashion and surpass our initial financial objectives for 2006, and we are excited to look to the future with good momentum, a unique strategy within our industry, and with a team of employees throughout our organization that continues to execute at a very high level.”
Quarter ended September 30, 2006, Financial Highlights:
Revenue (in $’000s) is comprised of the following:
                                 
    Three Months Ended September 30,  
    2005     2006  
         
Membership dues
  $ 78,133       79.6 %   $ 87,257       79.7 %
Initiation fees
    2,896       2.9 %     2,586       2.4 %
 
                       
Membership revenue
    81,029       82.5 %     89,843       82.1 %
 
                       
Personal training revenue
    10,003       10.2 %     11,564       10.6 %
Other ancillary club revenue
    6,180       6.3 %     6,766       6.2 %
 
                       
Ancillary club revenue
    16,183       16.5 %     18,330       16.8 %
 
                       
Fees and Other revenue
    988       1.0 %     1,245       1.1 %
 
                       
Total revenue
  $ 98,200       100.0 %   $ 109,418       100.0 %
 
                       
Total revenue for the third quarter grew 11.4% to $109.4 million from $98.2 million for the same period last year. The increase in revenue was driven by growth in membership revenue and ancillary club revenue.
    Membership revenue for Q3 2006 grew 10.9% to $89.8 million from $81.0 million in Q3 2005.
 
    Ancillary club revenue for Q3 2006 grew 13.3% to $18.3 million from $16.2 million in Q3 2005.
 
    Comparable club revenue increased by 7.8% during Q3 2006 compared to Q3 2005. This increase in comparable club revenue is due to a 4.8% increase in membership, a 1.9% increase in price, and a 1.5% increase in ancillary revenue offset by a 0.4% decrease in initiation fee revenue recognized as a direct result of our policy to amortize membership initiation fees over a 30 month, rather than a 24 month period, which was implemented in the first quarter of 2006.
Total operating expenses increased by 5.8% to $94.2 million in Q3 2006 compared to $89.0 million in Q3 2005.
    Payroll and related expenses totaled $39.7 million in Q3 2006 compared to $38.4 million in Q3 2005.
     For the quarter:
    Payroll costs directly related to the Company’s personal training, Group Exclusives, and Sports Clubs for Kids programs increased $0.7 million or 9.2%, due to increased demand for these programs.
 
    In Q3 2006, share-based compensation charges totaled $0.4 million.

 


 

    Club operating expenses totaled $37.7 million for Q3 2006 compared to $34.1 million in Q3 2005.
    Rent and occupancy expenses increased $2.4 million. Rent and occupancy costs at clubs that have opened since October 1, 2005 or that are currently under construction increased $1.9 million.
 
    Utility costs increased $1.1 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.
    General and administrative expenses were $6.7 million in Q3 2006 and 2005.
 
    Depreciation and amortization expenses totaled $10.1 million during Q3 2006 compared to $9.9 million in Q3 2005.
 
    Loss on extinguishment of debt totaled $7.4 million during Q3 2006 due to the early termination fees, deferred financing costs write-off, and associated fees related to the July 7, 2006 redemption of 35% of the 11% Senior Discount Notes.
 
    The Company recorded an income tax provision of $0.5 million in the quarter ended September 30, 2006 compared to an income tax benefit of $0.1 million in the quarter ended September 30, 2005.
Net income for Q3 2006 was $0.8 million compared to net loss of $0.1 million in the same period of prior year. The $7.4 million pre-tax loss on extinguishment of debt in Q3 2006 was an offset to the net income during the quarter.
EBITDA for Q3 2006 increased 32.6% to $25.8 million from $19.5 million in Q3 2005. As a percentage of total revenue, EBITDA margin was 23.6% in Q3 2006, compared to 19.8% in Q3 2005.
Adjusted EBITDA for Q3 2006 increased 34.4% to $26.3 million from $19.6 million in Q3 2005. As a percentage of total revenue, adjusted EBITDA margin was 24.0% in Q3 2006, compared to 19.9% in Q3 2005.
Nine Months ended September 30, 2006, Financial Highlights:
Revenue (in $’000s) is comprised of the following:
                                 
    Nine Months Ended September 30,  
    2005     2006  
         
Membership dues
  $ 230,203       79.4 %   $ 257,160       79.6 %
Initiation fees
    9,018       3.1 %     6,839       2.1 %
 
                       
Membership revenue
    239,221       82.5 %     263,999       81.7 %
 
                       
Personal training revenue
    31,976       11.0 %     36,915       11.5 %
Other ancillary club revenue
    15,924       5.5 %     17,841       5.5 %
 
                       
Ancillary club revenue
    47,900       16.5 %     54,756       17.0 %
 
                       
Fees and Other revenue
    2,921       1.0 %     4,158       1.3 %
 
                       
Total revenue
  $ 290,042       100.0 %   $ 322,913       100.0 %
 
                       
Total revenue for the first nine months ended September 30, 2006 grew 11.3% to $322.9 million from $290.0 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 nine months ended September 30, 2006 grew 10.4% to $264.0 million from $239.2 million during the same period last year.
 
    Ancillary club revenue for the nine months ended September 30, 2006 grew 14.3% to $54.8 million from $47.9 million during the same period last year.
 
    Comparable club revenue increased by 7.9% during the nine months ended September 30, 2006 compared to the prior-year period. This increase in comparable club revenue is due to a 5.0% increase in membership, a 2.0% increase in price, and a 1.6% increase in ancillary revenue offset by a 0.7% decrease in initiation fee revenue recognized as a direct

 


 

      result of our policy to amortize membership initiation fees over a 30 month, rather than a 24 month period, which was implemented in the first quarter of 2006..
Operating expenses totaled $283.7 million, compared with $260.7 million for the same period last year.
    Total payroll and related expenses for the nine months ended September 30, 2006 increased $7.2 million to $121.2 million from $114.0 million during the same period last year.
    Payroll costs directly related to our personal training, Group Exclusive, and Sports Club for Kids programs increased $2.9 million or 12.0%, due to an increase in demand for these programs.
 
    In the nine months ended September 30, 2006, share-based compensation charges totaled $1.0 million.
    Total club operating expenses for the nine months ended September 30, 2006 grew 11.9% to $108.9 million from $97.3 million during the same period last year.
    Rent and occupancy expenses increased $5.7 million. Rent and occupancy costs at clubs that have opened since October 1, 2005 or that are currently under construction increased $4.5 million.
 
    Utility costs increased $4.3 million. $1.6 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.
    Total general and administrative expenses for the nine months ended September 30, 2006 increased $2.8 million to $22.6 million from $19.8 million during the same period last year. In the nine months ended September 30, 2006 we incurred expenses of $1.7 million related to the examination of financing alternatives, now completed.
 
    In the nine months ended September 30, 2006, depreciation and amortization expenses increased $1.2 million to $30.9 million from $29.7 million during the same period last year.
 
    Loss on extinguishment of debt totaled $16.1 million during the nine months ended September 30, 2006. The Company recorded a loss of $7.4 million during the third quarter of 2006 due to the early termination fees, deferred financing costs write-off, and associated fees related to the redemption of 35% of the 11% Senior Discount Notes on July 7, 2006. During the second quarter, the Company incurred a loss of $8.7 million related to the early redemption of $85.0 million of outstanding principal of the 9 5/8% Senior Notes.
 
    The Company recorded an income tax benefit of $0.1 million during the nine months ended September 30, 2006 compared to an income tax provision of $0.4 million in the same period last year.
Net loss for the nine months ended September 30, 2006 was $2.0 million compared to net income of $0.5 million in the same period of prior year. The $8.7 million and $7.4 million pre-tax charges related to the extinguishment of debt in Q2 2006 and Q3 2006, respectively were contributors to the net loss in the nine months ended September 30, 2006.
EBITDA for the nine months ended September 30, 2006 grew 18.6% to $71.5 million from $60.3 million during the same period last year. As a percentage of total revenue, Year-to-date EBITDA margin was 22.1% compared to 20.8% in 2005.
Adjusted EBITDA for the nine months ended September 30, 2006 increased 23.9% to $76.1 million from $61.4 million during the same period last year. As a percentage of total revenue, adjusted EBITDA margin was 23.6% in the first nine months of 2006, compared to 21.2% in 2005.
Cash flow from operations for the nine months ended September 30, 2006 grew 3.1% to $59.6 million from $57.8 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. For the nine months ended September 30, 2006, cash flows from operations were decreased by $13.0 related to payment of interest on Payment-in-Kind Notes.
Cash used in financing activities for the nine months ended September 30, 2006 totaled $54.2 million. On June 2, 2006, the Company completed an IPO of 8,950,000 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. 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 Thursday, November 2, 2006 at 5:00 PM (Eastern) to discuss the third 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 and transcript of the call will be available via the Company’s Website beginning November 3, 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 updated results for calendar year 2006, subject to risks and uncertainties in any forward looking statements:
Total revenue is expected to be between $431.0 and $433.0 million, an 11.0% to 11.5% 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. This is an increase from our previous guidance of between $428.0 and $433.0 million.
EBITDA is expected to be between $96.5 and $98.0 million, an 18.0% to 20.0 % growth over 2005. This is an increase from our previous guidance of $92.5 to $95.0 million. When adjusted for the effects of financing and severance expenses written-off during the year as well as deferred rental expense and stock option compensation expense, we expect such Adjusted EBITDA to be between $100.0 and $102.0 million, a 19 — 21% increase over 2005’s results. This is an increase from our previous guidance of $95.5 and $98.0 million.
Net income is expected to be between $1.5 and $2.5 million — when compared with 2005’s net income of $1.7 million. The net income for 2006 will be arrived at after a total charge of approximately $16.1 million for early extinguishment of debt before corporate income taxes. On an adjusted basis, net income would have been between $11.0 and $12.0 million without the post tax effects of our recent debt extinguishment costs. We expect EPS of between $0.06 and $0.11 per share for the year, or between $0.47 and $0.52 per share when adjusted for the early debt extinguishment charges on a post-tax basis, increased from $0.44 and $0.49 included in our previous guidance.
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 144 clubs and more than 446,000 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 September 30, 2006
(All figures in $’000s, except share data)
(Unaudited)
                 
    December 31,     September 30,  
    2005     2006  
 
               
ASSETS
               
 
               
Current assets:
               
Cash and cash equivalents
  $ 51,304     $ 14,531  
Accounts receivable, net
    7,103       9,094  
Inventory
    421       492  
Prepaid corporate income taxes
    4,518        
Prepaid expenses and other current assets
    13,907       13,603  
 
           
Total current assets
    77,253       37,720  
Fixed assets, net
    253,131       269,360  
Goodwill
    49,974       50,064  
Intangible assets, net
    741       1,047  
Deferred tax asset, net
    24,378       30,265  
Deferred membership costs
    11,522       15,274  
Other assets
    16,772       13,171  
 
           
Total assets
  $ 433,771     $ 416,901  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
 
               
Current liabilities:
               
Current portion of long-term debt
  $ 1,267     $ 252  
Accounts payable
    8,333       7,354  
Accrued expenses
    31,620       37,675  
Accrued interest
    5,267       7,800  
Deferred revenue
    33,028       39,248  
 
           
Total current liabilities
    79,515       92,329  
Long-term debt
    409,895       278,012  
Deferred lease liabilities
    48,898       52,549  
Deferred revenue
    2,905       8,139  
Other liabilities
    8,241       11,039  
 
           
Total liabilities
    549,454       442,068  
Stockholders’ deficit:
               
Class A voting common stock, $.001 par value; issued and outstanding 18,327,722 and 25,936,148 shares at December 31, 2005 and September 30, 2006, respectively
    1       26  
Paid-in capital
    (113,588 )     (21,719 )
Unearned compensation
    (509 )      
Accumulated other comprehensive income (currency translation adjustment)
    386       501  
Accumulated deficit
    (1,973 )     (3,975 )
 
           
Total stockholders’ deficit
    (115,683 )     (25,167 )
 
           
Total liabilities and stockholders’ deficit
  $ 433,771     $ 416,901  
 
           

 


 

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and nine months ended September 30, 2005 and 2006
(All figures in $’000s except share and per share data)
(Unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2005     2006     2005     2006  
Revenues:
                               
Club Operations
  $ 97,212     $ 108,173     $ 287,121     $ 318,755  
Fees and Other
    988       1,245       2,921       4,158  
 
                       
 
    98,200       109,418       290,042       322,913  
 
                       
Operating Expenses:
                               
Payroll and related
    38,388       39,724       113,952       121,211  
Club operating
    34,146       37,677       97,314       108,928  
General and administrative
    6,653       6,668       19,796       22,635  
Depreciation and amortization
    9,850       10,125       29,673       30,911  
 
                       
 
    89,037       94,194       260,735       283,685  
 
                       
Operating Income
    9,163       15,224       29,307       39,228  
Loss on extinguishment of debt
          7,446             16,113  
Interest expense
    10,485       7,388       31,113       28,471  
Interest income
    (618 )     (475 )     (1,452 )     (1,862 )
Equity in the earnings of investees and rental income
    (446 )     (463 )     (1,321 )     (1,371 )
 
                       
Income (loss) before provision (benefit) for corporate income taxes
    (258 )     1,328       967       (2,123 )
Provision (benefit) for corporate income taxes
    (135 )     543       420       (121 )
 
                       
Net income (loss)
  $ (123 )   $ 785     $ 547     $ (2,002 )
 
                       
 
                               
Earnings (loss) per share:
                               
Basic
  $ (0.01 )   $ 0.03     $ 0.03     $ (0.09 )
Diluted
  $ (0.01 )   $ 0.03     $ 0.03     $ (0.09 )
Weighted average number of shares used in calculating earnings (loss) per share:
                               
Basic
    18,327,722       25,933,506       18,336,812       21,669,090  
Diluted
    18,327,722       26,345,601       18,350,365       21,669,090  
 
                               
Statements of Comprehensive Income (Loss)
                               
Net income (loss)
  $ (123 )   $ 785     $ 547     $ (2,002 )
Foreign currency translation adjustments
    21       (53 )     494       115  
 
                       
Comprehensive income (loss)
  $ (102 )   $ 732     $ 1,041     $ (1,887 )
 
                       

 


 

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2005 and 2006
(All figures in $’000s)
(Unaudited)
                 
    Nine Months  
    Ended September 30,  
    2005     2006  
Cash flows from operating activities:
               
Net income (loss)
  $ 547     $ (2,002 )
 
           
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Depreciation and amortization
    29,673       30,911  
Interest expense on Senior Discount Notes
    11,495       11,480  
Loss on extinguishment of debt
          16,113  
Payment of interest on Payment-in-Kind Notes
          (12,961 )
Amortization of debt issuance costs
    1,227       1,117  
Noncash rental expense, net of noncash rental income
    1,079       65  
Compensation expense incurred in connection with stock options
    35       961  
Net changes in certain operating assets and liabilities
    16,391       15,228  
Increase in deferred tax asset
    (10,300 )     (5,887 )
Landlord contributions to tenant improvements
    6,389       6,413  
Increase in reserve for self-insured liability claims
    1,496       2,025  
Decrease (increase) in deferred membership costs
    303       (3,752 )
Other
    (513 )     (76 )
 
           
Total adjustments
    57,275       61,637  
 
           
Net cash provided by operating activities
    57,822       59,635  
 
           
Cash flows from investing activities:
               
Capital expenditures, net of effect of acquired businesses
    (40,773 )     (41,354 )
Acquisition of businesses
    (3,861 )     (819 )
 
           
Net cash used in investing activities
    (44,634 )     (42,173 )
 
           
Cash flows from financing activities:
               
Proceeds from initial public equity offering, net of underwriting discounts and offering costs
          91,750  
Repayment of Senior Notes
          (128,684 )
Premium paid on extinguishment of debt and related costs
          (13,273 )
Repayment of long term borrowings
    (959 )     (2,733 )
Costs related to a planned equity offering
    (685 )      
Change in book overdraft
          (986 )
Repurchase of common stock
    (184 )     (433 )
Proceeds from exercise of stock options
          124  
 
           
Net cash used in financing activities
    (1,828 )     (54,235 )
 
           
Net increase (decrease) in cash and cash equivalents
    11,360       (36,773 )
Cash and cash equivalents at beginning of period
    57,506       51,304  
 
           
Cash and cash equivalents at end of period
  $ 68,866     $ 14,531  
 
           
 
               
Summary of change in certain operating assets and liabilities; net of effects of acquired businesses:
               
Increase in accounts receivable
  $ (2,803 )   $ (4,870 )
Decrease (increase) in inventory
    109       (70 )
Decrease in prepaid expenses, prepaid income taxes, and other current assets
    155       3,533  
Increase in accounts payable, accrued expenses and accrued interest
    11,532       5,358  
Increase in deferred revenue
    7,398       11,277  
 
           
Net changes in certain operating assets and liabilities
  $ 16,391     $ 15,228  
 
           

 


 

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation of Net Income (loss) to EBITDA and Adjusted EBITDA
For the three and nine months ended September 30, 2005 and 2006
(All figures in $’000s)
(Unaudited)
                                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2005     2006     % Chg.     2005     2006     % Chg.  
 
                                               
Net income (loss)
  $ (123 )   $ 785             $ 547     $ (2,002 )        
Provision (benefit) for corporate income taxes
    (135 )     543               420       (121 )        
Loss on extinguishment of debt
          7,446                     16,113          
Interest expense, net of interest income
    9,867       6,913               29,661       26,609          
Depreciation and amortization
    9,850       10,125               29,673       30,911          
 
                                       
EBITDA
  $ 19,459     $ 25,812       32.6 %   $ 60,301     $ 71,510       18.6 %
Noncash rental expense, net of noncash rental income
    111       107               1,079       65          
 
                                               
Noncash compensation expense incurred in in connection with stock options
    10       387               35       961          
Costs incurred in connection with the examination of financing alternatives
                              1,717          
Severance Costs
                              1,630          
Lease termination expense
                              225          
 
                                       
Adjusted EBITDA
  $ 19,580     $ 26,306       34.4 %   $ 61,415     $ 76,108       23.9 %
 
                                       
 
                                               
EBITDA Margin
    19.8 %     23.6 %             20.8 %     22.1 %        
Adjusted EBITDA Margin
    19.9 %     24.0 %             21.2 %     23.6 %        
Non GAAP Financial Measures:
EBITDA is defined as earnings before interest, taxes, depreciation and amortization and loss on extinguishment of debt. 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 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.
Adjusted EBITDA helps the Company’s investors to more meaningfully evaluate overall operating performance, and compare results from period to period, by removing those items that are generally of a non-operating nature. This measure also enables investors to assess the Company’s performance on the same basis applied by the Company’s management and Board of Directors, and to ease comparisons with peer companies that present Adjusted EBITDA. Adjusted EBITDA is substantially similar to a metric used by the Company’s lenders when assessing our compliance with debt covenants and is therefore useful to the Company’s investors so that they may also assess debt covenants compliance. Also, Adjusted EBITDA is substantially similar to criteria that the Company has historically used for performance-based components of employee compensation.

 


 

Forward-Looking Statements:
Statements in this release that do not constitute historical facts, including, without limitation, statements under the caption “2006 Business Outlook” and other 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.