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Town Sports International Holdings’s (NASDAQ:CLUB)

Q1 2013 Earnings Conference Call

April 25, 2013 4:30 PM ET

Executives

Dan Gallagher - CFO

Bob Giardina - President and CEO

Analysts

George Kelly - Craig-Hallum

Sean Naughton - Piper Jaffray

Kurt Frederick - Wedbush

Operator

Greetings and welcome to the Town Sports International Holdings Inc., First Quarter 2013 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions). As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host Dan Gallagher, Chief Financial Officer. Thank you, Mr. Gallagher. You may begin.

Dan Gallagher

Thank you for joining us today. This is the Town Sports International Holdings earnings conference call discussing results for the first quarter of 2013. I am Dan Gallagher, Chief Financial Officer of the company.

I caution listeners that to the extent we make any forward-looking statements on this conference call, they are 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 of our control, which may cause actual results to be materially different from any forecasts we have made. These risks and uncertainties are described in our reports filed with the SEC.

We have issued a press release discussing our results for the quarter, which has been filed with the SEC under Form 8-K. In addition, for those of you who do not have access to this release and filing, we’ve also made them available at our website www.mysportsclubs.com. This conference call is also being webcast and may be accessed via the Investor Relations section of our website. Also a replay and transcript of the call will be made available on our website following the call.

I'll now turn this call over to Bob Giardina, the President and Chief Executive Officer of Town Sports International, for a discussion on the operations of the company. And then I will give a further detailed financial discussion later on in the call. Bob?

Bob Giardina

Thanks Dan. Good afternoon everyone. Thank you for joining us for our first quarter of 2013 earnings call. Let me start on a somber but important note by addressing the tragedy in Boston last week. First and foremost, I want to express our deepest condolences to the victims and those families directly affected by these horrible events. As a larger scope operator in such a tight community like Boston, we are very rooted in the community and some of the people killed week were members of our class as were many of the injured.

I think we have remiss in not mentioning that we want to reiterate our thoughts and support go out to the victims and their families and also to all our members and their families who were impacted by the activities that occurred. Finally let me extend a heartfelt thank you to our entire staff in Boston for their diligence and efforts over the past 10 days. In the time of great challenge, they remained steadfast I both admire and appreciate that.

Turning to our results, as we discussed on our last call in the second half of January we saw our consumer strength cautioned at the time of the increase in payroll taxes kicked in and government spending tax was saving a lot of attention. This impacted new membership traffic and we had a 2000 net members in the quarter to grow our obvious net member gain for the past three years was just slightly under expectation of the time we reported fourth quarter results.

Revenue fell short of our expectations when adjusted for the favorable impact in the change in estimated members in the quarter. However we did meet our earnings and EBITDA expectations with expenses well under control. We experienced a 6.8% decrease in personal training revenue and I believe the combination of factors have contributed for us.

The number of sessions realized in the quarter was down approximately 5% versus the prior year and approximately half of this decrease relates to three clubs that were close in the current year, two from sandy and another closed as of February 28. The consumer consciousness we saw on the membership side likely also contributed to the decrease in sessions trained. The remainder of the decrease in personal training revenue was due to 3% decrease in price procession.

As a reminder, we are in the middle of transitioning our personal training product from being based on pre-paid session packages to being personal training membership programs. Our personal training membership program provides sessions at a reduced rate from our prepaid packages. And we believe we are now very close to the transition inflection point, whereby the incremental volume of stress and strain will likely exceed the price reduction.

To put a little more color on this. In the first quarter 2012, approximately 7% of our personal training revenue was driven by the personal training membership product. And by Q4 of 2012, this had increased to 32% and here in Q1 of 2013 almost 50% of our personal training revenue is membership based. We expect that Q4 of 2013 more than two, two-thirds of our personal training revenue will be sourced from membership.

As we continue to execute our strategy towards increasing the number of personal training memberships, we expect to see personal training revenue to be close to flat to prior year in Q2 as we approach or hit the important transition inflection point and then experience an increase in personal training revenue in the second half of 2013.

Moving back to membership, the average joining fee collected totaled $56 in the first quarter versus $49 in the prior year, and with the support of the overall increase in rate lock fees charged this quarter, we also saw an increase in the price component of our CLUB revenue metric. A 2.4% same-store sales decline was driven primarily by our membership decline. While from a pricing strategy, maybe we are having a slight impact on new memberships when combined with macro pressure and pressures on the consumer, we believe we will have a much healthier business and more committed customer base with this pricing policy in place.

We stepped up our efforts to drive potential new members into our clubs in March by offering trial memberships to members and guests by further developing our referral program, and believe that we are starting to see the benefits of that effort here in April. Thus far in April we are seeing improvements in our membership sales trends, and we are exceeding our personal training membership sales targets. We expect our average monthly attrition for the quarter to approximate 3.3% or 10 basis points higher than the prior year as was the case in the first quarter.

The first three weeks of April do not make for a quarter, but thus far even after losing a week or so of productivity in Boston, April appears to be on more solid footing in the first three months of the year.

We announced on the last call that we had installed our UXF Zone in 25 clubs. We have added 7 more clubs since then and expect to have UXF Zone installed in 100 clubs by the end of 2013. After seeing the excitement that has added to the clubs for both our employees and our members, we are even more optimistic about the benefits of the initiative. The cost is only about $25,000 per club, but the benefit to personal training revenue in the first quarter was noticeable with the installed clubs outperforming our chain average. We are also seeing the benefit to PT membership. So as we install UXF Zones over the remainder of this year and next year, we believe both personal training memberships and ancillary revenue will be positively impacted.

As we said on the last call, after three years of generating increases in membership, revenue, and EBITDA from basically the same portfolio of clubs, we are focused on growing our business by expanding our unit base in our core markets.

In March, we acquired the West End Sports Club, and we are already seeing a rapid increase in membership at this club after two short weeks of rebranding and refreshing the club.

We expect to close on the previously announced Fitcorp transaction during the second quarter, and this will provide us with five more clubs and four managed sites under operation. We expect the performance of these clubs to improve with similar branding and refreshing of the clubs. While we don’t have any further acquisitions to announce today, we do expect to continue to expand our club base in the near term by acquiring clubs that would benefit from our network and capital. We expected to fund our unit growth with cash flows we are generating. In this first quarter, our cash on hand increased by over $16 million, and we ended the quarter with $54.3 million of cash. We are confident that by being disciplined in choosing the location of the clubs we acquire and sticking to our core urban markets combined with making newly acquired clubs part of our unique cluster program, we can improve the productivity of the clubs and benefit from the efficiencies that single club or small chain operations don’t enjoy.

Finally, on the execution front, we are installing a new club operating system that consolidates three legacy systems being used in our clubs today into one system. The system was piloted in December and already we had 30 clubs up and running. This is a new cloud-based software as a service platform that will among other things allow for online reservations for classes and personal training sessions. This system will put the convenience of purchasing and scheduling classes in personal training back in our members’ control and ensure timely reminders to our members for sessions and classes booked. We should increase usage and share rates in both of these areas.

So in summary, while our membership is down year-over-year due partly to the permanent closure of two clubs during the quarter and the continued temporary closure of another due to hurricane Sandy and also a weak January in Q1 sign-up period, we are very confident that we have the strategies and execution in place to keep membership per club and our personal training business running at very healthy levels. And with firmer pricing at place, this model should continue to drive strong cash flow from our existing clubs which we will use to build shareholder value through prudent acquisitions and building new clubs.

And with that, I’ll turn the call back over to Dan to view the financials. Dan?

Dan Gallagher

Thanks Bob. I will go through the income statement highlights for the quarter and then discuss our outlook for the second quarter 2013. In the first quarter, our consolidated revenue was $119.2 million, decrease of 3% from the first quarter of 2012. Our total net member count in Q1 2013 increased by 2000 members, to 512,000 members. The number of restricted members totaled 39000 as of March 31st, 2013.

Monthly attrition for the first quarter averaged 3.5%, in line with our expectations and up slightly from the 3.4 % level for Q1 last year. We expect the average monthly attrition for the second quarter of 2013 to approximately 3.3%, up slightly from the 3.2% realized in the second quarter of 2012.

We continue to improve on the average monthly due selling rate. With the average month dues of memberships joining in Q1 2013 are $66.31 versus $63.18 in Q1 2012. Also, we saw the average joining fees improve to $55.85 per member from $49 in the same period a year ago. Total ancillary club revenue was down 9% to $23.6 million from $25.9 million a year ago. Within ancillary revenue, personal training revenue decreased 6.8% to $16.4 million.

Revenue at clubs open over twelve months decreased by 2.4% for the quarter. Comparable club revenue was affected by a decrease in membership of 2.5%, a decrease in ancillary club revenue, joining fees and fees of other revenue of 0.8%, partially offset by a price increase of 0.9%. We ended Q1 with 512,000 or approximately 4% less members of where we ended in Q1 2012. Some of its member loss was experienced in Q4 2012 in connection with hurricane Sandy and the effect persisted into Q1 due to the clubs that were still closed.

While we expect to continue to show positive pricing on memberships in the second quarter, and we expect to improve on personal training revenue results when compared to the results in the first quarter, we believe the membership volume component of comparable club revenue will keep our overall comparable club revenue in Q2 at a level similar to that experienced in the first quarter.

Turning to expenses, total operating expenses decreased 3.2% to $107.7 million for the first quarter 2013. Operating income for the first quarter was $11.5 million, almost flat with the first quarter of 2012. As Bob mentioned earlier on the call, we started to roll out a new registration booking system throughout our network of clubs. We anticipate this roll out will continue to the third quarter of 2013 and the costs to license this software which are reflected in our G&A expense line will continue to increase as we add more clubs to the platform. In Q4 of this year, when this new system and is expected to be fully rolled out across our entire club base, G&A is expected to increase by approximately $300 million when compared to the fourth quarter of 2012.

Net income for the quarter was $4.2 million or $0.18 per share compared to $3.9 million or $0.16 per share in the first quarter of 2012. EBITDA at $24.2 million came in slightly ahead of our guidance and was down 3.4% compared to the $25.1 million of EBITDA in Q1 2012. Cash flows from the operating activities for the first quarter of 2013 increased 32.7% to $21.8 million, from $16.4 million for the first quarter of 2012.

Total outstanding debt as of March 31, 2013 was $315.7 million and our cash position was $54.3 million, for a net debt level of $261.4 million compared to net debt at $278 million as of Dec 31st 2012, a reduction of $16.6 million dollars.

We expect our cash position to continue to increase over the remaining quarters of 2013, but at a slower pace as we fund our club growth and related capital expenditures with cash flow from operations. Capital expenditures were $4.6 million in the first quarter of 2013 compared with $2.3 million in the first quarter of 2012. The increase was driven by renovations at select clubs that were originally planned to place in Q4 2012. For the full year 2013, we continue to expect total capital expenditures to be between $37 million and $42 million, which includes cost to acquire and renovate the West End and Fitcorp clubs.

Now turning to our outlook, based on the current business environment, recent performance in current trends in the marketplace, and the assumption that the pending Fitcorp acquisition will close in the latter half of the second quarter and subject to the risks and uncertainties of having forward looking statements, our outlook for the second quarter of 2013 includes the following. Revenue for Q2 2013 is expected to be between $120.5 million and $121.5 million compared with $122.2 million in Q2 2012. As percentages of revenue, we expect Q2 2013 payroll related expenses to be approximately 37% and club operating expenses to be approximately 37.5%.

We expect general administrative expenses approximately $6.6 million. Depreciation and amortization approximately $12 million, and net interest expense approximately $5.4 million. We expect net income for Q2 2013 to be between $4.25 million and 4.75 million, and diluted earnings per share to be in the range of $0.18 per share to $0.20 per share, assuming a 39% effective tax rate and a weighted average of approximately 24 million fully diluted shares outstanding. We estimate that EBITDA will approximate $25 million in Q2 2013. That concludes the prepared remarks. We’d now like to turn the call over to any questions anyone may have.

Question-and-Answer Session

Operator

Thank you. Ladies and gentlemen, we will now be conducting a question-and-answer session. (Operator Instructions). Thank you.

Our first question comes from the line of George Kelly with Craig-Hallum. Please proceed with your question.

George Kelly - Craig-Hallum

Couple of questions for you; first, I just wanted to make sure that I heard you right when you were talking about the spending environment improving in April. Can you elaborate just a little bit on what you have seen and when it's – if it has started to improve in March or when you started to see that turn?

Bob Giardina

We actually started seeing it in March, George. I think what I’ve been talking about over the last couple of quarters is where we have been feeling the pressure is on corporate side and restricted side of memberships, but towards the end of March then we ran into the holidays and really through April, we have really seen a pick up and an improvement over last April in almost every category; corporate membership, full member, individual memberships, restricted memberships, personal training, so we are seeing it across the board in terms of improvement.

George Kelly - Craig-Hallum

On the expense side, it looked like you did a good job cutting out some expenses, especially on the general and administrative line. Wondering if that’s sort of a good run rate here what you’ve posted in the quarter, you know what things you were doing in the quarter to reduce that line?

Bob Giardina

We gave a pretty specific guidance for Q2, and if you look back at Q1 with the exception of the G&A line, almost all members came in very, very close to what our guidance was. I'll stick with the guidance from Q2 that I gave, but as far as our beaten Q1, some of it was on the insurance line, and some of it was on the cost that we expected to incur with the roll out of the new system that Bob referred to. It was a little less in the first quarter than we expected to pick up a little bit going forward though. So, it’s not forever lost, but it’s a timing thing.

George Kelly - Craig-Hallum

I noticed recently that it looked like you changed your membership offerings for the Boston area clubs taking out, I think, you took out the regional passport. Can you talk about that why now and should we see a positive impact from, you know, new members and the rate increasing going forward?

Bob Giardina

I’d love to hear you have got that close to our business.

George Kelly - Craig-Hallum

I’m looking at it.

Bob Giardina

Good. As we get closer to closing on our Fitcorp relationship, one of the benefits that we talked about quite a bit was the corporate relationship what they have with the number of companies as well as their pricing model. Their pricing is very comparable to ours, and when we looked at combining both companies, we realized our regular passport membership was more appropriate across the board versus having just a regional. Regional passports are usually designed for small group of clubs. With the addition of these Fitcorp clubs, we now have a larger cluster of more offerings to offer the people in Boston, and we felt that we had the opportunity to raise the price. We have raised the price and really except for the few days that we lost because of the events that just recently happened in Boston, we've had no negative impact in terms of sales or transaction during that period of time.

George Kelly - Craig-Hallum

That's great. I guess one another question too, when you look to 2014 and the new club targets you put out, what do you think the mix between organic, you know, you are just starting a new club versus acquisitions?

Bob Giardina

It's hard to say, you know, we’ve gotten aggressive with the acquisitions over the last six months and we’ve had a tremendous response to a number of letters that I have sent out and asking companies if they would like to join our firm in terms of acquisitions. So, we see that as a real opportunity. I'm hoping that we continue to build on that because it's a lower cost to bring into the fold, less than Fitcorp would be lower to acquire than it would be to build. So of course we are going to look for acquisition first. Greenfields continues to be difficult in terms of the real estate market. But that's also a good thing in terms of competitors coming into those markets. So it's going to be, I would say early days, it is going to probably be more acquisitions than Greenfield. But as we build our pipeline, it would probably switch back to Greenfield.

Yeah, I think we have ten specific sites that we are going back and forth with various landlords in various markets. So, we are certainly building the Greenfield pipeline, and we’ll be working on our Greenpoint Brooklyn Club in 2013, but we are going to start filling in the Greenfield pipeline as well. So, it's going to be a combination of both. I couldn’t give you a hard number as to what the exact mix is, but we’d expect a little bit above for sure.

Operator

Thank you . Our next question comes from the line of Sean Naughton from Piper Jaffray. Please proceed with your question.

Sean Naughton - Piper Jaffray

You have been doing this for a long time, you know, what has been typically the history around offering trial memberships and any other conversion rate on doing those, and can that be a sticky customer over time? You talked a little bit about you seeing some traction with that type of promotion.

Bob Giardina

Absolutely, the hardest thing for a club to do is convince people to exercise. So, we know going into our markets that exercise is not something people like to do. There are a few people that like to do it, but for the most part you have to get them to open the door. Trial memberships are paid guests that walk in the door and want to see what the experience is. So, it allows us really to have an opportunity to really show the programs and facilities to someone at a very low cost and get them committed to an exercise program.

We run several guest-type programs. We are running a trial 30-day membership, and the reason we do 30 days is we feel that it's the right amount of time for someone to really come in, have a full experience of our facilities, and make a buying decision. We also do trials through some of the social media sites; Groupon, Living Social, and some of the other ones. And again, same type of relationship; 30 days, get them in the door, really give them a great experience, try to get them committed to an exercise, but at the end of the day, the consumer is making that decision based on what they feel they need.

Convenience is the most important factor, and then it comes to programs and equipment. So, we love to have people come in and try memberships out, especially if they are going to pay for them.

Sean Naughton - Piper Jaffray

Absolutely, and I guess, just on that membership front as well, you guys did see some nice growth utilizing the assets maybe a little bit more effectively with some off-peak memberships, maybe just any update on how that's going? Any thoughts on trying to continue those programs in different ways or is that something that is still available but it is not something focused at this point in time?

Bob Giardina

We are going to continue with our student and teacher program and get aggressive again during the summer months. Typically, May, June, and July are most important months for that type of membership. We are also looking for restricted memberships in certain markets in the suburbs where we see that we have a local corporation. A hospital is an example that has a lot of shift workers that are willing to come in and commit to a large number of memberships if they can get a nice offering for their employees. So, we see using these restricted memberships as local sort of systems for corporations as well as the students and teachers, and we are starting to test that now within a couple for markets.

Our focus would be on the students and teachers that are going to be coming up right now, May till July.

Sean Naughton - Piper Jaffray

Then I guess just on the attrition seems to be you know just steadily moving higher not a lot, but is there anything that you are hearing from guests that changed on why they may be quitting the club? Is it more transient numbers right now or are people talking about more economic hardships? Anything you are hearing directly from consumers or members?

Bob Giardina

I think they are more sensitive to the economy. Those typically are our non-users. We have a certain percentage of our members that are non-users like any other group of clubs. And during a tough period, and especially you remember towards the end of 2012 what we were talking about the financial cliffs in the beginning of January, where we really felt it was the tax issue. Consumers that really weren’t using it, were the ones first most likely to go. Doesn’t mean we are not going to get them back because we see a number of those members coming back into the fold later on but at that moment they felt like they weren’t getting the value out of it.

Yeah and I think for the first quarter, I think I was expecting ten and twenty basis points worse than before, and we ended up ten basis points worse. We are guiding to be ten basis points worse in Q2, but it is possible we could certainly be flat to last year.

Sean Naughton - Piper Jaffray

And lastly, just one follow up question, or two questions on cash. How much did you end up brining in on the rate lock this year and then are you targeting anything from a leverage standpoint from your net debt to kind of EBITDA number at this point in time?

Dan Gallagher

From the rate lock I think it was somewhere between $6.5 million and $7 million that we processed this January for the rate lock and that gets recorded into revenue throughout the year. So it's not a Q1 revenue item but it certainly is a cash item. So I think we closed to double what we collected prior year. As far as leverage Bob and I are comfortable being a three or below on a net leverage basis and we are that now. So we don’t have a specific target as far as improving our net metric we are happy to be below it. But as long as we are below three, we are very happy, we can certainly even go higher than that if we wanted to but that's a very comfortable zone.

Sean Naughton - Piper Jaffray

Okay, sounds good. Thanks a lot and hopefully the early April momentum continues.

Operator

Thank you. Our next question comes from the line of Kurt Frederick with Wedbush. Please proceed with your question.

Kurt Frederick - Wedbush

You mentioned in your prepared remarks that the clubs that have the UXF were outperforming the other clubs. I just wanted to know if you can give a little more color around that and explain what the role of process is as far as going for which clubs?

Dan Gallagher

I guess I can start with that. During the quarter, we started the year with a few clubs that have UXF zones and then each month in the quarter, we probably rolled out another seven or so per month. What we did was went back and analyzed how are those clubs behaving after the zone is installed by way of personal training revenue, and personal training memberships and what we found is that they are clearly performing better than the rest of the chain. When you look at those two metrics, we don’t have a lot of clubs installed right now and like I said some of the clubs were actually filled in the month of March as was the case in the month of February. But we think it is fairly compelling to us that the energy this brings to the club is showing itself up in real metrics by the way of personal training revenue and personal training membership numbers. So we are excited to build on this and get many more of our clubs with UXF zones because right now it's a small fraction of them. I think Bob you could probably have more information on this.

Bob Giardina

Yeah I think just to add some color onto it, I think the challenge in this industry is as we talk about quite a bit is to get people engaged with exercise. And what our UXF Zones do is it create a new level of excitement for the trainers which gets the members excited which then gets them bringing in their friends which sort of generates the whole guest traffic that we are looking at when doing our business. With the clubs that we’ve rolled without, we’ve now put the spotlight not on the clubs, in the boxes as we talk about the locations. We now put it on the trainers. So they really feel good about what we are doing for them. We feel great about it because they built the program, they are behind it, they support it, they drive it. So it's creating a nice buzz. We are getting tremendous publicity. It's being picked up by a lot of different media stations. And people feel really good about what we are doing. And it's low cost, it's exciting, and people getting great results.

Kurt Frederick – Wedbush

Certainly not just for the UXF but for classes in general where you can have both members and non-members. What percentage is actually coming from the non-members that are getting drawn into the club?

Dan Gallagher

It's about the same as it's been, less than 10%. Until we have that registration in booking system in line. So obviously once the registration in booking system is rolled out by the end of the year, we want consumers to be able to go online and book a class, pay per session and do whatever they need to do. Right now, the systems that we have in place are really designed for members. So it makes a little bit difficult for those non-members to use those classes. We have been really pushing those programs through our 30-day trials in our guest programs. And again, that sort of deletes for the increased membership.

Kurt Frederick – Wedbush

Just a competitive promotional environment that you have been seeing in recent months how that's changed?

Dan Gallagher

Yeah I think you know even from our last call, we really haven’t seen any increase in clubs. There have been probably one or two studios that have opened up in our markets, one or two of the larger clubs in the suburbs but we haven’t really seen anything in this last quarter. And the last six months, we have seen a handful. So there hasn’t been a big shift in the competition. It's been more consumer driven than it has been by competition.

Bob Giardina

And we certainly, I mean we said it on the call, but our joining figure is up, selling price is up, modestly but it’s up. So we are not reducing our fees or joining fees or rates for that matter.

Operator

Thank you. There are no further questions at this time. I would like to turn the floor back over to management for any closing comments.

Dan Gallagher

Okay, well thank you everyone for joining us. And we look forward to updating everyone on our Q2 results at the end of July.

Operator

Thank you. This concludes today’s teleconference. You may disconnect your lines at this time. And thank you for your participation.

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