Town Sports International Holdings, Inc. Announces Third Quarter 2013 Financial Results
Third Quarter Overview:
- Total member count decreased 5,000 members, to 507,000 members at the end of Q3 2013 versus a decrease of 7,000 members in Q3 2012.
- Membership attrition averaged 3.7% per month in both Q3 2013 and Q3 2012.
- Revenue decreased 2.1% in Q3 2013 compared to Q3 2012.
- Comparable club revenue decreased 1.7% in Q3 2013 compared to an increase of 1.0% in Q3 2012.
- Ancillary club revenue decreased 4.0% in Q3 2013 compared to Q3 2012.
- Personal training revenue increased 5.0% in Q3 2013 compared to Q3 2012 and represented 14.0% of total revenue in Q3 2013 as compared to 13.1% in Q3 2012.
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Net income decreased 17.8% in Q3 2013 to
$2.6 million compared to$3.2 million in Q3 2012. Diluted earnings per share were$0.10 in Q3 2013 compared to diluted earnings per share of$0.13 in Q3 2012. Q3 2013 and Q3 2012 results included the following items:-
Q3 2013 results were favorably impacted by a
$0.01 per diluted share net gain comprised of a$694,000 insurance recovery related to our property damage claims primarily in connection with Hurricane Sandy partially offset by a fixed asset impairment charge of$439,000 related to one underperforming club. -
Q3 2012 results included a net loss of
$(0.02) per diluted share comprised of$(0.06) per share refinancing related charges, partially offset by a$0.03 per share benefit from additional fees and other revenue realized in connection with a termination of a long-term marketing arrangement with a third party advertiser and a$0.01 per share discrete tax benefit.
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Q3 2013 results were favorably impacted by a
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Adjusted EBITDA was
$21.7 million in Q3 2013, a decrease of$3.0 million , or 12.2%, when compared to Adjusted EBITDA of$24.7 million in Q3 2012 (Refer to the reconciliation below).
Third Quarter Ended |
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Revenue (in thousands): | |||||||||||||||||||||
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Quarter Ended |
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2013 |
2012 | |||||||||||||||||||
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Revenue |
% Revenue | Revenue | % Revenue | % Variance | ||||||||||||||||
Membership dues | $ | 89,251 | 76.3 | % | $ | 90,661 | 75.8 | % | (1.6) | % | |||||||||||
Joining fees | 3,636 | 3.1 | % | 3,014 | 2.5 | % | 20.6 | % | |||||||||||||
Membership revenue | 92,887 | 79.4 | % | 93,675 | 78.3 | % | (0.8) | % | |||||||||||||
Personal training revenue | 16,402 | 14.0 | % | 15,623 | 13.1 | % | 5.0 | % | |||||||||||||
Other ancillary club revenue | 6,350 | 5.4 | % | 8,067 | 6.7 | % | (21.3) | % | |||||||||||||
Ancillary club revenue | 22,752 | 19.4 | % | 23,690 | 19.8 | % | (4.0) | % | |||||||||||||
Fees and other revenue | 1,403 | 1.2 | % | 2,247 | 1.9 | % | (37.6) | % | |||||||||||||
Total revenue | $ | 117,042 | 100.0 | % | $ | 119,612 | 100.0 | % | (2.1) | % | |||||||||||
Total revenue for Q3 2013 decreased
Operating expenses: | |||||||||||
Quarter Ended |
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2013 | 2012 | ||||||||||
Expense % | |||||||||||
Expense % of Revenue | Variance | ||||||||||
Payroll and related | 37.1 | % | 36.5 | % | (0.5) | % | |||||
Club operating | 38.7 | % | 38.7 | % | (2.1) | % | |||||
General and administrative | 6.2 | % | 4.7 | % | 28.4 | % | |||||
Depreciation and amortization | 10.7 | % | 10.2 | % | 3.3 | % | |||||
Insurance recovery related to damaged property | (0.6) | % | - | % | N/A | % | |||||
Impairment of fixed assets | 0.4 | % | 0.2 | % | 83.7 | % | |||||
Operating expenses | 92.5 | % | 90.3 | % | 0.3 | % | |||||
Total operating expenses increased
Payroll and related. Payroll and related expenses in Q3 2013 was relatively flat to Q3 2012.
Club operating. Club operating expenses decreased
General and administrative. The increase of
Depreciation and amortization. The increase in depreciation and amortization expense in Q3 2013 was primarily due to the increase in the fixed and intangible asset base from club acquisitions completed earlier in the year.
Impairment of fixed assets. In Q3 2013, we recorded fixed
asset impairment charges of
Net income for Q3 2013 was
Cash flow from operating activities for the nine months ended
Fourth Quarter 2013 Financial Outlook:Based on the current business environment, recent performance and current trends in the marketplace and subject to the risks and uncertainties inherent in forward-looking statements, our outlook for the fourth quarter of 2013 includes the following:
-
Revenue for Q4 2013 is expected to be between
$115.0 million and$116.0 million versus$114.2 million for Q4 2012. As percentages of revenue, we expect Q4 2013 payroll and related expenses to be approximately 37.0% and club operating expenses to approximate 39.0%. We expect general and administrative expenses to approximate$7.0 million , depreciation and amortization to approximate$12.5 million and net interest expense to approximate$5.5 million . -
We expect net income for Q4 2013 to be between
$2.0 million and$2.5 million , and diluted earnings per share to be in the range of$0.08 per share to$0.10 per share, assuming a 39% effective tax rate and approximately 24.7 million weighted average fully diluted shares outstanding. -
We estimate that EBITDA will approximate
$21.5 million in Q4 2013.
As previously announced, the Company is seeking to refinance its existing senior secured credit facility, and the outlook for the fourth quarter of 2013 above does not reflect any increases or decreases to fees and expenses associated with such refinancing.
Investing Activities Outlook:For the year ending
Forward-Looking Statements:Statements in this release that do not
constitute historical facts, including, without limitation, statements
under the captions "Fourth Quarter 2013 Financial 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 LitigationReform 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 ability of the Company to successfully
renegotiate a refinancing of its existing senior secured credit facility
on acceptable terms, the actual declaration, amount, timing and payment
of any dividend, the level of market demand for the Company's services,
economic conditions affecting the Company's business, the geographic
concentration of the Company's clubs, competitive pressures, the ability
to achieve reductions in operating costs and to continue to integrate
acquisitions, environmental initiatives, any security and privacy
breaches involving customer data, the application of Federal and state
tax laws and regulations, the levels and terms of the Company's
indebtedness, and other specific factors discussed herein and in other
releases and public filings made by the Company (including the Company's
reports on Forms 10-K and 10-Q filed with the
About
The Company will hold a conference call on
From time to time we may use our Web site as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at http://www.mysportsclubs.com. In addition, you may automatically receive email alerts and other information about us by enrolling your email by visiting the "Email Alerts" section at http://www.mysportsclubs.com.
TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES | |||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||
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(All figures in thousands) | |||||||||
(Unaudited) | |||||||||
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2013 | 2012 | ||||||||
ASSETS | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 67,961 | $ | 37,758 | |||||
Accounts receivable, net | 3,429 | 6,508 | |||||||
Inventory | 417 | 438 | |||||||
Deferred tax assets, net | 22,493 | 24,897 | |||||||
Prepaid corporate income taxes | 226 | 550 | |||||||
Prepaid expenses and other current assets | 11,067 | 9,866 | |||||||
Total current assets | 105,593 | 80,017 | |||||||
Fixed assets, net | 244,831 | 256,871 | |||||||
Goodwill | 32,850 | 32,824 | |||||||
Intangible assets, net | 1,037 | - | |||||||
Deferred tax assets, net | 4,217 | 9,296 | |||||||
Deferred membership costs | 9,194 | 10,811 | |||||||
Other assets | 11,150 | 14,091 | |||||||
Total assets | $ | 408,872 | $ | 403,910 | |||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||||
Current liabilities: | |||||||||
Current portion of long-term debt | $ | 40,500 | $ | 15,787 | |||||
Accounts payable | 5,711 | 7,467 | |||||||
Accrued expenses | 26,460 | 27,053 | |||||||
Accrued interest | 87 | 89 | |||||||
Dividends payable | 297 | 305 | |||||||
Deferred revenue | 36,454 | 37,138 | |||||||
Total current liabilities | 109,509 | 87,839 | |||||||
Long-term debt | 270,556 | 294,552 | |||||||
Dividends payable | 677 | 799 | |||||||
Deferred lease liabilities | 58,455 | 61,732 | |||||||
Deferred revenue | 2,535 | 3,889 | |||||||
Other liabilities | 7,537 | 10,595 | |||||||
Total liabilities | 449,269 | 459,406 | |||||||
Stockholders' deficit: | |||||||||
Common stock | 24 | 24 | |||||||
Additional paid-in capital | (14,631 | ) | (16,326 | ) | |||||
Accumulated other comprehensive income | 1,582 | 1,226 | |||||||
Accumulated deficit | (27,372 | ) | (40,420 | ) | |||||
Total stockholders' deficit | (40,397 | ) | (55,496 | ) | |||||
Total liabilities and stockholders' deficit | $ | 408,872 | $ | 403,910 | |||||
TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||||||||||
For the Three and Nine Months Ended |
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(All figures in thousands except share and per share data) | ||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
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2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Revenues: | ||||||||||||||||||||
Club operations | $ | 115,639 | $ | 117,365 | $ | 352,568 | $ | 359,903 | ||||||||||||
Fees and other | 1,403 | 2,247 | 3,750 | 4,862 | ||||||||||||||||
117,042 | 119,612 | 356,318 | 364,765 | |||||||||||||||||
Operating Expenses: | ||||||||||||||||||||
Payroll and related | 43,433 | 43,654 | 131,986 | 136,293 | ||||||||||||||||
Club operating | 45,300 | 46,270 | 133,616 | 136,012 | ||||||||||||||||
General and administrative | 7,245 | 5,641 | 20,985 | 17,709 | ||||||||||||||||
Depreciation and amortization | 12,549 | 12,148 | 37,108 | 37,427 | ||||||||||||||||
Insurance recovery related to damaged property | (694 | ) | ― | (3,194 | ) | ― | ||||||||||||||
Impairment of fixed assets | 439 | 239 | 567 | 239 | ||||||||||||||||
108,272 | 107,952 | 321,068 | 327,680 | |||||||||||||||||
Operating income | 8,770 | 11,660 | 35,250 | 37,085 | ||||||||||||||||
Loss on extinguishment of debt | ― | 1,010 | ― | 1,010 | ||||||||||||||||
Interest expense | 5,523 | 6,542 | 16,308 | 18,027 | ||||||||||||||||
Interest income | ― | (25 | ) | (1 | ) | (43 | ) | |||||||||||||
Equity in the earnings of investees and rental income |
(594 | ) | (632 | ) | (1,843 | ) | (1,852 | ) | ||||||||||||
Income before provision for corporate income taxes | 3,841 | 4,765 | 20,786 | 19,943 | ||||||||||||||||
Provision for corporate income taxes | 1,250 | 1,613 | 7,767 | 7,524 | ||||||||||||||||
Net income | $ | 2,591 | $ | 3,152 | $ | 13,019 | $ | 12,419 | ||||||||||||
Earnings per share: | ||||||||||||||||||||
Basic | $ | 0.11 | $ | 0.13 | $ | 0.54 | $ | 0.53 | ||||||||||||
Diluted | $ | 0.10 | $ | 0.13 | $ | 0.53 | $ | 0.52 | ||||||||||||
Weighted average number of shares used in calculating earnings per share: | ||||||||||||||||||||
Basic | 24,101,239 | 23,581,631 | 24,007,310 | 23,331,877 | ||||||||||||||||
Diluted | 24,720,511 | 24,186,498 | 24,613,236 | 24,015,747 | ||||||||||||||||
TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||
For the Nine Months Ended |
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(All figures in thousands) | ||||||||||
(Unaudited) | ||||||||||
Nine Months Ended |
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2013 | 2012 | |||||||||
Cash flows from operating activities: | ||||||||||
Net income | $ | 13,019 | $ | 12,419 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||
Depreciation and amortization | 37,108 | 37,427 | ||||||||
Impairment of fixed assets | 567 | 239 | ||||||||
Loss on extinguishment of debt | - | 1,010 | ||||||||
Insurance recovery related to damaged property | (3,194 | ) | - | |||||||
Amortization of debt discount | 717 | 311 | ||||||||
Amortization of debt issuance costs | 818 | 866 | ||||||||
Non-cash rental expense, net of non-cash rental income | (4,285 | ) | (2,950 | ) | ||||||
Share-based compensation expense | 1,592 | 787 | ||||||||
Decrease in deferred tax asset | 7,287 | 7,036 | ||||||||
Net change in certain operating assets and liabilities | (4,604 | ) | (11,033 | ) | ||||||
Decrease (increase) in deferred membership costs | 1,617 | (1,173 | ) | |||||||
Landlord contributions to tenant improvements | 934 | 1,320 | ||||||||
Decrease in insurance reserves | (1,036 | ) | (2,124 | ) | ||||||
Other | (59 | ) | (187 | ) | ||||||
Total adjustments | 37,462 | 31,529 | ||||||||
Net cash provided by operating activities | 50,481 | 43,948 | ||||||||
Cash flows from investing activities: | ||||||||||
Capital expenditures | (20,658 | ) | (13,278 | ) | ||||||
Acquisition of businesses | (2,939 | ) | - | |||||||
Insurance recovery related to damaged property | 3,194 | - | ||||||||
Net cash used in investing activities | (20,403 | ) | (13,278 | ) | ||||||
Cash flows from financing activities: | ||||||||||
Principal payments on 2011 Term Loan Facility | - | (36,007 | ) | |||||||
Proceeds from replacement 2011 Term Loan Facility lenders | - | 13,796 | ||||||||
Principal payments to non-consenting 2011 Term Loan Facility lenders | - | (13,796 | ) | |||||||
Term loan repricing related financing costs | - | (2,707 | ) | |||||||
Cash dividends paid | (101 | ) | - | |||||||
Proceeds from stock option exercises | 403 | 2,279 | ||||||||
Tax shortfall from stock option exercise and restricted stock vesting | (220 | ) | - | |||||||
Net cash provided by (used in) financing activities | 82 | (36,435 | ) | |||||||
Effect of exchange rate changes on cash | 43 | (7 | ) | |||||||
Net increase (decrease) in cash and cash equivalents | 30,203 | (5,772 | ) | |||||||
Cash and cash equivalents beginning of period | $ | 37,758 | $ | 47,880 | ||||||
Cash and cash equivalents end of period | $ | 67,961 | $ | 42,108 | ||||||
Summary of the change in certain operating assets and liabilities: | ||||||||||
Decrease (increase) in accounts receivable | $ | 3,130 | $ | (1,306 | ) | |||||
Decrease (increase) in inventory | 20 | (34 | ) | |||||||
Increase in prepaid expenses and other current assets | (1,742 | ) | (1,705 | ) | ||||||
Decrease in accounts payable, accrued expenses and accrued interest | (4,177 | ) | (7,152 | ) | ||||||
Change in prepaid corporate income taxes and corporate income taxes payable | 889 | 166 | ||||||||
Decrease in deferred revenue | (2,724 | ) | (1,002 | ) | ||||||
Net change in certain working capital components | $ | (4,604 | ) | $ | (11,033 | ) | ||||
TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||
Reconciliation of Net |
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For the Three Months Ended |
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(All figures in thousands) | ||||||||||
(Unaudited) | ||||||||||
Three Months Ended | ||||||||||
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2013 | 2012 | |||||||||
Net cash provided by operating activities | $ | 5,934 | $ | 8,920 | ||||||
Interest expense, net of interest income | 5,523 | 6,517 | ||||||||
Provision for corporate income taxes | 1,250 | 1,613 | ||||||||
Changes in operating assets and liabilities | 9,742 | 8,738 | ||||||||
Insurance recovery related to damaged property | 694 | - | ||||||||
Impairment of fixed assets | (439 | ) | (239 | ) | ||||||
Loss on extinguishment of debt | - | (1,010 | ) | |||||||
Amortization of debt discount | (239 | ) | (119 | ) | ||||||
Amortization of debt issuance costs | (273 | ) | (291 | ) | ||||||
Share-based compensation expense | (469 | ) | (217 | ) | ||||||
Landlord contributions to tenant improvements | (150 | ) | (325 | ) | ||||||
Non-cash rental expense, net of non-cash rental income | 1,479 | 573 | ||||||||
Decrease in insurance reserves | 378 | 792 | ||||||||
Decrease in deferred tax asset | (1,309 | ) | (2,121 | ) | ||||||
(Decrease) increase in deferred membership costs | (492 | ) | 146 | |||||||
Other | 284 | 453 | ||||||||
EBITDA | $ | 21,913 | $ | 23,430 | ||||||
Insurance recovery related to damaged property | (694 | ) | - | |||||||
Impairment of fixed assets | 439 | 239 | ||||||||
Loss on extinguishment of debt | - | 1,010 | ||||||||
Adjusted EBITDA | $ | 21,658 | $ | 24,679 | ||||||
Note: EBITDA consists of net income plus interest expense
(net of interest income), provision for corporate income taxes, and
depreciation and amortization. We define Adjusted EBITDA as EBITDA
excluding loss on extinguishment of debt, any fixed asset or goodwill
impairments and insurance recovery gains. For the quarter ended
TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||
Reconciliation of Estimated and Actual Net |
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For the Quarter Ending |
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(All figures in thousands) | ||||||||||
(Unaudited) | ||||||||||
Estimated | ||||||||||
Q4 2013 (1) | Q4 2012 | |||||||||
Net cash provided by operating activities | $ | 19,500 | $ | 16,105 | ||||||
Interest expense, net of interest income | 5,500 | 6,613 | ||||||||
Provision for corporate income taxes | 1,500 | (1,203 | ) | |||||||
Changes in operating assets and liabilities | (3,500 | ) | (2,169 | ) | ||||||
Impairment of fixed assets | - | (3,197 | ) | |||||||
Amortization of debt discount | (240 | ) | (206 | ) | ||||||
Amortization of debt issuance costs | (270 | ) | (269 | ) | ||||||
Share-based compensation expense | (475 | ) | (519 | ) | ||||||
Landlord contribution to tenant improvements | (540 | ) | (25 | ) | ||||||
Non-cash rental expense, net of non-cash rental income | 1,700 | 1,087 | ||||||||
Increase in insurance reserves | - | (53 | ) | |||||||
(Decrease) increase in deferred tax asset | (1,500 | ) | 1,171 | |||||||
Decrease in deferred member costs | (200 | ) | (479 | ) | ||||||
Other | 25 | 65 | ||||||||
EBITDA | $ | 21,500 | $ | 16,921 | ||||||
Impairment of fixed assets | - | 3,197 | ||||||||
Dividend related expenses (2) | - | 577 | ||||||||
Payroll bonus payment in connection with dividend (3) | - | 2,496 | ||||||||
Adjusted EBITDA | $ | 21,500 | $ | 23,191 | ||||||
(1) | As previously announced, the Company is seeking to refinance its existing senior secured credit facility, and the estimate for Q4 2013 presented above does not reflect the impact of such refinancing. | |
(2) |
In Q4 2012, the Company's board of directors declared a special cash
dividend of |
|
(3) |
In connection with the special dividend payment in Q4 2012, certain
option holders holding vested in-the-money options were paid a |
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Non-GAAP Financial Measures — EBITDA and Adjusted EBITDA
EBITDA consists of net income plus interest expense (net of interest income), provision for corporate income taxes, and depreciation and amortization. Adjusted EBITDA is the Company's EBITDA excluding loss on extinguishment of debt, any fixed asset or goodwill impairments, insurance recoveries and, in the case of Q4 2012 and full year-2012, charges in connection with the Company's special dividend payment and incremental share-based compensation expense resulting from option modifications. EBITDA is not a measure of liquidity or financial performance presented in accordance with GAAP. EBITDA, as we define it, may not be identical to similarly titled measures used by some other companies.
EBITDA has material limitations as an analytical tool and should not be considered in isolation or as a substitute for cash flows from operating activities, operating income or other cash flow or income data prepared in accordance with GAAP. The items excluded from EBITDA, but included in the calculation of reported net income, are significant components of the consolidated statements of cash flows and income, and must be considered in performing a comprehensive assessment of our liquidity.
EBITDA excludes, among other items, the effect of depreciation and
amortization, which is a significant component of our reported GAAP
data. Depreciation and amortization, which is a non-cash item, totaled
Investors or prospective investors in the Company regularly request EBITDA as a supplemental analytical measure to, and in conjunction with, our GAAP financial data. We understand that these investors use EBITDA, among other things, to assess our ability to service our existing debt and to incur debt in the future, to evaluate our executive compensation programs, to assess our ability to fund our capital expenditure program, and to gain insight into the manner in which the Company's management and board of directors analyze our liquidity. We believe that investors find the inclusion of EBITDA in our press releases to be useful and helpful to them.
Our management and board of directors also use EBITDA as a supplemental measure to our GAAP financial data for purposes broadly similar to those used by investors.
The purposes to which EBITDA may be used by investors, and is used by our management and board of directors, include the following:
- The Company is required to comply with financial covenants and borrowing limitations that are based on variations of EBITDA as defined in our 2011 Senior Credit Facility, as amended.
- Our discussions with prospective lenders and investors in recent years, including in relation to our 2011 Senior Credit Facility have confirmed the importance of EBITDA in their decision-making processes relating to the making of loans to us or investing in our debt securities.
- The Company uses EBITDA as a key factor in determining annual incentive bonuses for executive officers (as discussed in our proxy statement).
- The Company considers EBITDA to be a useful supplemental measure to GAAP financial data because it indicates our ability to generate funds sufficient to make capital expenditures (including for the opening of new clubs and the upgrading of existing clubs) as well as to undertake initiatives to enhance our business by offering new products and services in accordance with our strategy.
- Quarterly, equity analysts who follow our company often report on our EBITDA with respect to valuation commentary.
Adjusted EBITDA has similar uses and limitations as EBITDA. We do not, and investors should not, place undue reliance on EBITDA or Adjusted EBITDA as a measure of our liquidity.
Investors:
212-246-6700
extension 1650
Investor.relations@town-sports.com
or
203-682-8390
farah.soi@icrinc.com
Source:
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