Town Sports International Holdings Inc. Amends and Restates its By-Laws
Sep 17 14
Town Sports International Holdings Inc. announced that on September 17, 2014, the Board of Directors of the company amended and restated the company's by-laws effective immediately. The By-Laws were amended to add a requirement that a stockholder seeking to act by written consent must request in writing that the Board of Directors fix a record date for the purpose of determining the stockholders entitled to take such action. The By-Laws were amended to add a requirement that a stockholder seeking to act by written consent must request in writing that the Board of Directors fix a record date for the purpose of determining the stockholders entitled to take such action. Within ten days after receipt of a proper request, the Board of Directors may adopt a resolution fixing a record date, which record date must be not more than ten days after the date on which such record date is established. If no resolution fixing a record date has been adopted by the Board of Directors within such ten day period after the date on which such a request is received, (i) the record date when no prior action of the Board of Directors is required by applicable law, will be the first date on which valid signed written consents constituting the applicable percentage of the outstanding shares of the Company and setting forth the action taken or proposed to be taken is properly delivered to the Company and (ii) the record date when prior action by the Board of Directors is required by applicable law will be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. The amendment also requires that a stockholder seeking to act by written consent with respect to the election of directors or new business must give advance notice to the Company and includes disclosure requirements for stockholders proposing to take action by written consent, including, among other things, disclosing the text of the proposal and disclosures similar to those required for stockholders who submit director nominations and stockholder proposals to be made at an annual meeting of stockholders.
Town Sports International Holdings Inc. Reports Unaudited Consolidated Earnings Results for the Second Quarter and Six Months Ended June 30, 2014; Reports Unaudited Consolidated Impairment of Fixed Assets for the Second Quarter Ended June 30, 2014; Provides Earnings Guidance for the Third Quarter Ending September 30, 2014 and Capital Expenditure Guidance for the Year Ending December 31, 2014
Jul 30 14
Town Sports International Holdings Inc. reported unaudited consolidated earnings results for the second quarter and six months ended June 30, 2014. For the quarter, the company's revenues were $115,697,000 against $120,112,000 a year ago. Operating income was $2,068,000 against $15,001,000 a year ago. Loss before provision for corporate income taxes was $1,990,000 against profit of $10,206,000 a year ago. Net loss was $919,000 or $0.04 diluted per share against profit of $6,197,000 or $0.25 diluted per share a year ago. EBITDA was $14,560,000 against $28,052,000 a year ago. Adjusted EBITDA was $15,450,000 against $25,680,000 a year ago.
For the six months, the company's revenues were $231,600,000 against $239,276,000 a year ago. Operating loss was $36,000 against profit of $26,480,000 a year ago. Loss before provision for corporate income taxes was $8,204,000 against profit of $16,945,000 a year ago. Net loss was $4,434,000 or $0.18 diluted per share against profit of $10,428,000 or $0.43 diluted per share a year ago. Net cash provided by operating activities was $24,231,000 against $44,327,000 a year ago. Capital expenditures were $16,188,000 against $12,301,000 a year ago. Net debt level of $246.1 million compared to a net debt level of $251.4 million as of December 31, 2013.
For the quarter, the company's impairment of fixed assets were $890,000 against $128,000 a year ago.
For the third quarter ending September 30, 2014, the company expects revenue to be between $115.0 million and $116.0 million versus $117.0 million for third quarter 2013. Net loss to be between $1.9 million and $2.2 million, and loss per share to be in the range of $0.08 per share to $0.09 per share, assuming a 46% effective tax rate and approximately 24.3 million weighted average fully diluted shares outstanding. The third quarter 2014 guidance includes approximately $500,000 of incremental operating expense and lost revenue related to the conversion of some of suburban locations to new low cost model. The company is revising the pricing and marketing strategy for approximately 20 of existing clubs for conversion over the remainder of 2014 with some of these conversions occurring in third quarter 2014. The company believe this will improve results at the respective locations and increase market share for brands over the long term. Memberships at these clubs will be offered at a reduced price and advertising spend will be increased in this model. Net cash provided by operating activities to be $12,900,000. Interest expense, net of interest income to be $4,800,000. EBITDA to be $13,000,000. Adjusted EBITDA to be $13,000,000. Depreciation and amortization to approximate $12 million and net interest expense to approximate $4.8 million.
For the year ending December 31, 2014, the company currently plans to invest $45.0 million to $50.0 million in capital expenditures compared to $33.8 million of capital expenditures in 2013, which included acquisition purchase prices. The 2014 amount includes approximately $20.0 million to $22.0 million related to potential 2014 and 2015 club openings, including those under new BFX Studio concept. Total capital expenditures also includes approximately $18.0 million to $20.0 million to continue enhancing or upgrading existing clubs and approximately $4.0 million to $4.5 million principally related to major renovations at clubs with recent lease renewals. The company also expect to invest approximately $3.0 million to $3.2 million to continue to enhance management information and communication systems. Adjusted EBITDA to be approximately 35% lower than full year of 2013.