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Town Sports International Holdings Inc. (NASDAQ:CLUB)

Q3 2009 Earnings Conference Call Transcript

October 28, 2009 at 4:30 pm ET

Executives

Alexander Alimanestianu - President and Chief Executive Officer

Dan Gallagher - Chief Financial Officer

Analysts

Sharon Zackfia - William Blair & Co.

David Cohen - Midwood Capital Management

Thomas Shaw - Stifel Nicolaus

Operator

Good day ladies and gentlemen and welcome to the Town Sports International Holdings, Inc. third quarter 2009 earnings conference call. Please be aware that today’s conference is being recorded. And now for opening remarks and introduction, I would like to turn the conference over to Mr. Dan Gallagher, Town Sports International, Inc. Please go ahead sir.

Dan Gallagher

Thank you for joining us today. This is the Town Sports International Holdings, Inc. earnings conference call discussing 2009 third quarter results. I am Dan Gallagher, Chief Financial Officer of the Company.

I caution listeners that to the extent we make any forward-looking statements in 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 forecast 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 will also be filed with the SEC under Form 8-K. In addition, to those of you who do not have access to this release and filing, we have made them available at our website, www.mysportsclubs.com. This conference call is also being webcast and may be accessed via the Company's Investor Relations section of our website. Also, a replay and transcript of the call will be available via the Company's website following the call.

I now turn this call over to Alex Alimanestianu, the President and Chief Executive Officer of Town Sports International, for discussion on the operations of the Company. And then I will give further detailed discussion later on the call about financials. Alex?

Alex Alimanestianu

Thank you, Dan, and good afternoon, everyone. Our third quarter results basically reflect where we thought our business would be for the quarter and also where it would be at this point in the cycle as we look at 2009 at the start of the year.

We knew that maintaining membership levels would be a struggle as consumers continue to turn back personal expenses and defer new spending. We knew that membership attrition would trend higher and that we would have to work harder than ever to attract new members. And we knew that personal training revenue which is more discretionary would likely flip.

What we did not know at the start of 2009 was whether the important underlying trend in the business would be worse or better by the end of the year. Some of these trends are quantifiable and apparent in our quarterly results and some are only evident to our management teams. And while the business certainly does not have a tailwind right now and our year-over-year total membership decline will hurt our future results, we do believe that some key drivers of the business are starting to show improvement.

On the new membership sales front, August and September results were better than July and the third quarter felt better to us than the second quarter. In one region where employment has actually improved, Washington DC, I would categorize sales as relatively strong in the third quarter, marked by double-digit new member sales gain versus the prior year. Hopefully Washington’s improving economy and employment trend, will be migrating north in the near future.

The rebound and profitability at the big Wall Street banks is certainly a positive development for the New York metro economy. So we at Town Sports are pretty big fans of Wall Street bonuses. I am sure we are in a minority on that.

During the third quarter we were also pleased to have further strengthened in our senior management team with the hiring of Russ Findlay in a critical new position of Vice President of Sales and Marketing. Russ brings with him 18 years of experience at Pepsi and Unilever in Senior Sales and Marketing roles, including his most recent role as Director of Marketing for Soft drink Innovation at Pepsi. His top priorities for Town Sports in addition to driving revenue will be to redesign our go-to-market strategy and thereby optimize productivity and cost in the sales organization and to further refine and strengthen our market and brand positioning.

As a reminder the hiring of Martin Annese as Chief Operating Officer in 2008 was a critical building block for our organization which has enabled us to raise significantly the quality and consistency of Club operations and the members’ experience overall. As evidence we have scored above 90% on Secret Shopper reports for the past six months and have just recorded another high in September. I fully expect that new leadership in sales and marketing will likewise pay healthy dividends.

Now looking at some metrics in the quarter, total membership at the end of the third quarter was 494,000. This was a sequential decline of 9,000 members but a marked improvement versus the second quarter decline of 15,000 members. The third quarter ending membership was also at 4.8% decline from year ago. While our most recent trends in membership sales are improving at the margin, it takes a full year for membership declines or advances to flow through our earnings model. We will have far more clarity around membership growth trends after we see results for the month of January, which as most of you know, is our most important sales month of the year.

Same club revenue was down 7%, the biggest contributed to the decline was the decrease in membership, followed by decrease in ancillary revenue, both of which are directly impacted by economic conditions and therefore more difficult for us to control. While personal training was down 9% in the quarter, this result was slightly better than the second quarter. Now we see this business starting to stabilize.

Attrition for the third quarter was 4.2%, but closer to 4.1% when you adjust for club closures. The third quarter is typically the peak quarter for attrition and a sequential increase of 50-basis points from the second to third quarters is very consistent with the recent trends. We expect attrition in the fourth quarter to be relatively consistent with the year ago, which should be an improvement from the first nine months of the year.

We ended the quarter with approximately 63,000 corporate members, an increase of 19.8% over Q3 2008. We also sold approximately 4.5% of our new memberships in the quarter online through a program we launched in December of last year. If you go to our website at www.mysportsclubs.com you will see that last week we re-launched our site to make it far easier to use and search and richer in content. We certainly expect that the refreshed site will help drive new members to sign up, personal training and sports club for kids program.

We continue to push hard on the areas that we can control. For instance, based on the member feedback and our Mystery Shoppers scores, we know that our member experience efforts are having a strong impact of member satisfaction in the quality of cub operation. Our net delighted score for which we compare customer feedback that is positive versus negative was again net positive in the third quarter. So we continue to see a higher percentage of positive feedback.

As you can also see from our third quarter results, Dan and Marty along with all the departments here are doing a very good job managing down expenses. We continue to review our cost structure in search of operating efficiencies and payroll and administrative costs were down in the third quarter of 2009 compared to the third quarter last year both in dollars and slightly as a percentage of revenue. Rent renegotiations are also progressing well and we still expect to achieve cash savings and occupancy cost of roughly a million dollars this year and at least that amount next year.

In addition we are taking advantage of the real state market weakness to extend club leases where it makes sense to do so. And I continue to believe that it is a good time to prune our portfolio by closing clubs that are not performing up to our financial expectations or strategically do not benefit our portfolio. We closed one club in the third quarter in Cherry Hill, New Jersey and now planned to close four additional clubs in the fourth quarter. With several of these fourth quarter closings, we will be able to keep roughly half of the members on board in nearby clubs. In this case the impact to our bottom line should be slightly positive. For the year we opened four clubs, all in the first quarter and are planning on closing a total of nine clubs.

So overall, our results for the third quarter were again hurt by weak consumer environment that has been impacting our membership base over the past year plus. And while we will not gain back all of these members overnight, we remained focus on keeping current members happy and helping them progress on their fitness [journeys]. As we plan and execute improvements to our sales and marketing efforts we are hoping for but certainly can expect to be helped along by improving consumer confidence and a stronger job market. We would also like to see but again cannot count on new government incentives for wellness and fitness programs to be included in the health care legislation making its way through Washington right now.

Finally as we look forward to next year, we will reduce our capital expenditures for 2010 versus 2009. Our preliminary budget range for next year is $36 million to $44 million. To provide some guidance around those numbers, we assigned two leases for new clubs and currently expect to open one of these clubs next year. Maintenance capital expenditure could increase slightly, as we extend critical club leases on favourable terms we may take on reasonable obligations to upgrade these facilities and we expect to complete our new enterprise management IT system next year.

In general however, we expect to continue to play defence by holding down cost and expenditures until an economic rebound is well underway. And now, I would like to turn the call back over to Dan Gallagher to provide more details regarding our financial performance. Dan?

Dan Gallagher

Thank you, Alex. I will run through the details of the quarter and then discuss our outlook for the fourth quarter. For the third quarter, our consolidated revenue was $120.4 million, a decrease of 6% over the third quarter of 2008. Membership revenue was $98.5 million as compared to $104.5 million in the same period last year and as of 30 September 2009; we had 494,000 members or 4.8% fewer members when compared to 30 September 2008. Sequentially we lost 9,000 members from 30 June 2009 to 30 September 2009.

Total ancillary club revenue totalled $20.8 million; a decrease of 6.2%, within ancillary revenue, personal training revenue declined 9% to $13.5 million, while other ancillary revenue declined 0.5% to $7.2 million.

Revenue at comparable clubs –those clubs opened over 12 months –decreased by 7% for the quarter. Within same club revenue, the components were as follows: price declined 1.3%, membership declined 3.7% and ancillary club revenue and fees and other revenues declined 2%, but the drop in personal training having the biggest impact on ancillary revenue and other revenue.

Total operating expenses increased 2.1% for the third quarter of 2009 when compared to third quarter 2008. We ended the quarter with a 0.8% increase in total club months under operation and from 486 at the end of the third quarter of 2008 to 490 in the current quarter. Also, total member usage was up 5.7%.

Overall, payroll and related expenses decreased by 3.4% to $47.5 million in the third quarter. The decrease was in large part due decreases in personal training payroll and decreases in membership sales commissions and bonuses related to fewer memberships sold.

Club operating expenses increased 2.7% to $45.6 million. This increase is principally due to expenses at the 8 clubs we opened subsequent to 1 July, 2008 and rented a new laundry facility in Elmsford, New York. Total club’s square footage under operation has increased 1.2% to $4.31 million as 30 September 2009 from $4.25 million as of 30 September 2008.

Within club operating expenses our advertising and marketing costs for the quarter totalled $2.2 million compared to $2.3 million in the third quarter of 2008. This puts our year-to-date advertising and marketing expense at $6.4 million in line with the first nine months of 2008 of $6.2 million.

General and administrative expenses totalled $8.1 million for the quarter, a decrease of 6.8% versus the third quarter of 2008. The decline was in large part due to lower liability insurance claims reserves expenses. The remainder of the expense decrease was due to cost reduction efforts realized within various general and administrative expenses.

Depreciation and amortization expense totalled $14.4 million for the quarter, an increase of 6.9% versus the third quarter of 2008. The increase in depreciation and amortization was primarily driven by the 8 new clubs added after 1 July 2008 as well as the new laundry facility in the new corporate office in Elmsford, New York.

We recorded fixed asset impairment charges of $3.5 million in the third quarter as compared to a charge of $0.8 million in the third quarter of 2008. As a result of these items, operating margin for the third quarter of 2009 was 1.2% as compared to an operating margin of 9% in the third quarter of 2008. Excluding the effects of the impairment charges, operating margin was 4.1% versus 9.7% a year ago.

Interest expense was $5.4 million for the quarter, compared to $5.8 million in the prior year's third quarter. We continue to benefit from a decrease in short-term interest rates charged on our outstanding term loans. Interest charged on our term loan averaged 2.1% this third quarter compared to 4.3% in the third quarter of last year.

Net loss was $1.5 million or loss-per-share of $0.7 for the third quarter compared to net income of $3.8 million or earnings for diluted shares of $0.14 in the third quarter of last year. This third quarter 2009 results with fixed asset impairment charges net of tax of $2 million offset by discreet tax benefits of $200,000. In total this items reduced earnings per diluted share by a net per share amount of $0.8. Our weighted average diluted share count for the third quarter of 2009 was 22.6 million shares, down from 26.5 million shares in the third quarter of 2008.

Cash flow from operations for the first nine months of 2009 totalled $58.8 million compared to $76.3 million for the comparable period in 2008. The decrease in cash flow from operations is primarily due to the decrease in earnings. To end this third quarter we made our first cash interest payment on our senior discount notes totalling $7.6 million. After considering the benefits of the lower interest rates on our term loans, total cash paid for interest increased $4.6 million on the year-to-date basis when compared to prior year. Also on the year-to-date basis, cash paid for taxes, net of any refunds received, decreased $16.4 million when compared to the prior year.

Capital expenditures totalled $39.8 million year-to-date and we expect capital expenditures for the full year of 2009 to approximately $53 million. This full year amount includes approximately $16.3 million of capital expenditures primarily related to clubs opened in 2009 and the second half of the 2008, $23.4 million to continue to upgrade existing clubs, $8.8 million to support and enhance our management information systems and $4.5 million for the completion of the new regional laundry facility and corporate office in our New York’s Sport Club market.

Total debt as of 30 September 2009 was $327.6 million and our cash position was $12 million a net debt figure of $315.6 million.

Turning to our outlook, based on the current business environment, our recent performance and the current trends in our marketplace and subject to the risks and uncertainties in our forward-looking statements, our outlook for the fourth quarter includes the following:

Revenue for the fourth quarter is expected to be between $112.5 million and $114.5 million versus $122.9 million for the prior year. The Company expects fourth quarter payroll cost to be slightly less than our third quarter 2009 amount and depreciation and amortization expenses to be similar to the third quarter of 2009 amount. Although given our expected decreases in revenue, we are expected to increase as a percentage of revenue.

General and administrative expenses are expected to approximate the first quarter 2009 levels. The Company expects a net loss for the fourth quarter 2009 of between $1.8 million and $2.3 million and a loss per share to be in the range of $0.08 per share to $0.10 per share assuming a 50% effective tax rate and $22.6 million weighted average fully diluted shares outstanding.

We would now like to turn the call over to any questions anyone may have.

Question-and-Answer Session

Operator

(Operator instructions) We will take our first question from Sharon Zackfia with William Blair.

Sharon Zackfia – William Blair & Co.

I know what you guys have been through some cycles, maybe not like we are going through right now, but you have been through a lot of this before. I guess I am just curious as to how long, you think, will continue to see the year-over-year member losses? Is there some encouraging signs? Did you feel like once we elapse this year, there is a possibility for a member of growth again or is it going to have a pretty long tail?

Alex Alimanestianu

We are not guiding beyond the fourth quarter here, Sharon. So, it is hard. We do expect to end the year around 5% below where we started the year. As we said, we are seeing some encouraging signs on the new members’ signup front. We certainly improved our performance significantly in the third quarter versus the first two. So, we are encouraged by that. We were disappointed on the retention side. We did not retain at the level that we expected to. Now, we did close some clubs and that has an impact and we are expecting the fourth quarter to come to be relatively close to where we were in the fourth quarter last year. It is certainly a tougher recession than the one in 2001. That was a nine-month recession; this is a 20 plus months recession. Do not forget, we hit close to 54% attrition and right now we are trending about 45% on an annual basis. We certainly hope that we are at the high water mark on an OTM basis.

So that is the color I can give you. Dan, do you want to add anything to that?

Dan Gallagher

No, I think that is about color we can give Sharon. January is one of our biggest months and that will be a teller for 2010 after we have that under our belt. But, in the absence of data it is very hard to give any color going out beyond the fourth quarter.

Sharon Zackfia – William Blair & Co.

I guess maybe it has something different. I mean, obviously, New York is your biggest market. The DOW is better that it was earlier this year. I think most of the down sizing in Wall Street has happened hopefully. Are you starting to see any signs, what somebody called Armageddon last year, of an improvement in the New York market yet?

Alex Alimanestianu

We certainly heartened, as I have said in my prepared remarks to see that the big banks here are making money whether they are hiring or not. At this point, I assume they are and I have not seen recent data on that. But with the bonuses and the profits that they are making, that will certainly help the employment environment in the metro area which is, as you say, the biggest part of our network by far.

I would say the picture is a little bit mixed in the New York area. Some of the suburbs are weaker. That is going to be related to employment. I think primarily where the suburbs that are hit the hardest by unemployment are going to be weaker. But Manhattan itself is the most resilient part of the market. That is the biggest part of our network.

Sharon Zackfia – William Blair & Co.

I guess, lastly, if I take a more gloomy kind of sense. I assumed that there is going to be continued membership losses. What can you do with your cost structure to preserve profitability in 2010?

Alex Alimanestianu

Daniel will take that.

Dan Gallagher

Well, we already are doing what we can to preserve our profitability, as Alex mentioned a little earlier. That includes turning clubs that are marginally profitable and we are doing that this year which will help next year a little bit. Our laundry facility is going to help 2010. We are going to continue to work with the operations team. They have had three, four quarters or more of improved levels of management in the field from a quality standpoint and retention standpoint. We are going to start using that to our advantage more than we have then, in 2010 to generate some efficiency with the hourly staff.

But overall, we have a very fixed cost structure here. It is hard to cut cost in line with the revenue decreases we are seeing, and that is why we are seeing the margin pressure we are seeing. Our team is also successfully getting net reductions with our existing landlords and that is helping us on a cash basis where we are paying less rent, but it does not hit the bottom line as quickly because we have to straight line the leases again.

On the G&A side, we certainly made some pretty good headway this year. We are, right now, $2 million year-to-date less than last year. We are going to continue to press on all facets of G&A in 2010.

Operator

Our next question comes from David Cohen with Midwood Capital.

David Cohen - Midwood Capital Management

Do you guys have a data point from mature club revenue change for the quarter?

Alex Alimanestianu

In 24 month?

David Cohen - Midwood Capital Management

Yes.

Dan Gallagher

That stands 9.1%.

David Cohen - Midwood Capital Management

Okay. What were club months of operation in total?

Dan Gallagher

It was 486 last year, 490 this year. Square footage is 4.25 million last year versus 4.31 this year.

David Cohen - Midwood Capital Management

Then in your Q4 outlook, Al, at least you have provided in the past some commentary around club operating cost? What do those look like for the fourth quarter?

Alex Alimanestianu

I do not have them in front of me but I am not expecting significant changes there.

David Cohen - Midwood Capital Management

Okay. Any charges that you took in the third quarter, likely to take coming to fourth quarter or you do not know that until you close the books?

Alex Alimanestianu

Yes, we do not know that until we do any required test that might come up but I am not expecting any. But we have to go to this test as they come up.

David Cohen - Midwood Capital Management

From the guidance you gave us, I assumed, it starts with the assumption that there are not any charges.

Alex Alimanestianu

That is correct. The guidance assumes none.

David Cohen - Midwood Capital Management

Then, of the four remaining clubs to be closed this year are those clubs at the club level or in the aggregate EBITDA positive breakeven EBITDA negative. It is just an addition by subtraction when you close these clubs.

Dan Gallagher

Yes, it is a little bit of each. Some of them are slightly EBITDA positive one was EBITDA negative. I think the good way to look at it is, we closed nine clubs this year, one of them, we opened a new club very close to it and members were absorbed into the new club. The other eight, if you look at it in an aggregate, we expect cash flow to be better in 2010 by about $1.5 million dollars as you hit all the clubs and the effects of those ‘09 to ‘08 excluding any one time rent charges that we might incur. So, that helps put some of it in an order of magnitude. It is pruning as Alex calls it

David Cohen - Midwood Capital Management

In terms of contributors to new member sales, maybe if you could write some color about the types of programs you ran whether those were unusual programs or typical programs and whether or not you are continuing those programs here until the fourth quarter?

Dan Gallagher

I mean the answer is some of both. We have been running a gym’s features program for members of other gyms. We will continue to run that maybe not every month but pretty regularly. The initiation fees, we are getting initiation fees this month. We did not charge one in September. There is still... there continues to be pressure on that from a competitive market standpoint. We are not discounting dues except that we did add a couple’s membership this month and the next month, we are going to push that harder. That is helping us this month. We expect that to help us next month and in the future as well. We did run some three months promotions in the summer. Those seemed to help. Anything with a free next to it seems to attract attention from consumers. We are being as promotional as we feel the need to be in the game. They cannot say when that promotional pressure is going to abate.

David Cohen - Midwood Capital Management

Right, and my last question in terms of your typical attempt to nudge up pricing in September, what kind of impact, what kind of suggestion you have doing that and how big was the impact?

Alex Alimanestianu

We increased price on about 10% of the members and we were being very cautious about the impact of the price increases on attrition. The feedback I have gotten or the data I have seen suggested that the price stock and we did not get a bump in attrition related to that. I do not know if Dan wanted to add any color on that.

Dan Gallagher

We made a conscious effort to increase very selective members this September which is a deviation from what we did in the past. We used to realize 2% to 3% increases in the past and we were less than 1% this year.

Operator

Our next question comes from Tom Shaw with Stifel Nicolaus

Thomas Shaw - Stifel Nicolaus

First question I guess is for Dan. When you are still looking at next year, you talked about the one new club… are there expectations that we should see for the club closures similar to the plans for the fourth quarter?

Dan Gallagher

Alex and I are going to look at those opportunities as they come up but overall our general sense is that we will not have the number of club closures in 2010 that we had this year. We will look at club closures as the opportunities arise but I cannot see the magnitude of the club closures we had this year. It is certainly higher than we what we expect to do next year.

We do not have any plans, for instance, for 2010 right now. One or two may pop-up and as we lift 2010, we will make our decisions but I hope that answers your question.

Thomas Shaw - Stifel Nicolaus

That is helpful, I was just looking at the website here, how do see that maybe the functionality of this changing or evolving for the next couple of years versus what we are seeing now?

Alex Alimanestianu

We certainly want to drive this March revenue generation through the website as possible, I mean, it is a really effective efficient way to sell. Whether it is a membership, sports for kids program, personal training, or corporate sales we want to maximize the benefits we get from the website in terms of cost to sale it clearly is far more efficient way to generate revenue.

We also wanted to use it on the retention side as a real community of members, clubs within clubs, and source of education and fitness knowledge and workout tracking so personal information around that. They can tie into wellness programs potentially that everybody seems to be… all the corporations certainly interested right now; we talked about prevention and wellness. The tracking piece, is critical piece and we see the website being a certainly facilitator of those tracking systems. It is really big part of the future and we do feel that the refresh is a step in the right direction, but by no means are we done in terms of improving. So, you will see a lot of development there overtime.

Thomas Shaw - Stifel Nicolaus

Okay, maybe one last one. Just want to touch on a few things you mentioned last quarter… you talked about decreasing, one of your commits, you are adding to your commit options, reducing some personal training fees, 30 - minute type of session. Any color if any of those programs were maybe more successful than others?

Dan Gallagher

The 30-minute personal training sessions have been a big hit both in expanding the market and maintaining the existing client base at the level that is has been for the recent past.

Our generalization of personal training has been relatively more stable than the revenue and because people were training but training however less frequently. The 30-minute session allows them to continue to train at a higher frequency and the frequency and more price sensitive consumers.

The two-year memberships have increased in sales since we added the 20 plus clubs in the summer so that percentage is going up. It is a tough environment to sell two-year commitments memberships given the consumer uncertainty about employment and this general uncertainty about expenses. So, I would expect the increase when our economy improves, but I think we are in a constant state of evaluation on the pricing front, and we will continue to do more and more review there as the consumer environment develops as we see what the consumer is responding to.

Alex Alimanestianu

I can answer that on Tom’s question about the structured membership sold. We are still significantly selling one-year commits. That still represent 79% of our sales volume for the quarter and the two-year commit was 8% and our non-commit were 13%. So, we are still seeing very much volume at the one-year commit level but some members often choose the two-year commitment and our non-commit membership.

Thomas Shaw - Stifel Nicolaus

Okay and Dan how do those deals and how it helped those compare year-over-year?

Dan Gallagher

I think it is actually fairly similar. I think,…just give me one sec. The two-year commit is actually very flat if not down a little bit from last year and the non-commit is up a little bit, directionally. The 13% is slightly higher than last year.

Operator

(Operator instructions)

Mr. Gallagher there is no further question at this point; we will turn the conference back over to you for any closing or additional comments.

Dan Gallagher

I guess that wraps our call and we want to thank everyone for joining us and we will look forward to reporting our fourth quarter results in February 2010.

Operator

Ladies and gentlemen that will conclude today’s conference. We thank you for your participation you may now disconnect.

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