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8-K - FORM 8-K - TOWN SPORTS INTERNATIONAL HOLDINGS INCd385540d8k.htm

Exhibit 99.1

For Release on July 26, 2012

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES SECOND QUARTER 2012

FINANCIAL RESULTS

New York, NY – July 26, 2012 – Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB), a leading owner and operator of health clubs located primarily in major cities from Washington, DC north through New England, operating under the brand names “New York Sports Clubs,” “Boston Sports Clubs,” “Washington Sports Clubs” and “Philadelphia Sports Clubs,” announced its results for the second quarter ended June 30, 2012.

Second Quarter Overview:

 

   

Membership attrition averaged 3.2% per month in both Q2 2012 and Q2 2011.

 

   

Total member count decreased 4,000 to 529,000 in Q2 2012.

 

   

Revenue increased 3.3% in Q2 2012 compared to Q2 2011.

 

   

Comparable club revenue increased 2.1% in Q2 2012 compared to an increase of 1.5% in Q2 2011.

 

   

Ancillary club revenue increased 6.0% in Q2 2012 compared to Q2 2011.

 

   

Diluted earnings per share were $0.23 in Q2 2012 compared to diluted loss per share of ($0.02) in Q2 2011, which included a ($0.16) per share charge, net of taxes, related to the Company’s refinancing of its debt and a ($0.02) per share discrete income tax charge.

 

   

EBITDA was $26.8 million in Q2 2012, an increase of $2.5 million, or 10.4%, when compared to Adjusted EBITDA of $24.3 million in Q2 2011 (Refer to the reconciliation that follows).

Robert Giardina, Chief Executive Officer of TSI, commented: “We are pleased to have once again driven improvements in our EBITDA and net income in the second quarter. The low attrition rate this quarter reflects the continued strength of our brands and operations. While our second quarter ancillary revenue growth was not as strong as we had anticipated, we continue to see this as a meaningful opportunity for the company and remain confident in our EBITDA and net debt reduction goals for 2012.”

Quarter Ended June 30, 2012 Financial Results:

Revenue (in thousands):

     Quarter Ended June 30,        
     2012     2011        
     Revenue      % Revenue     Revenue      % Revenue     % Variance  

Membership dues

   $ 92,944        76.0    $ 91,902        77.7      1.1 

Joining fees

     2,686        2.2      1,534        1.3      75.1 
  

 

 

    

 

 

   

 

 

    

 

 

   

Membership revenue

     95,630        78.2      93,436        79.0      2.3 
  

 

 

    

 

 

   

 

 

    

 

 

   

Personal training revenue

     17,625        14.4      16,708        14.1      5.5 

Other ancillary club revenue

     7,549        6.2      7,041        6.0      7.2 
  

 

 

    

 

 

   

 

 

    

 

 

   

Ancillary club revenue

     25,174        20.6      23,749        20.1      6.0 

Fees and other revenue

     1,437        1.2      1,100        0.9      30.6 
  

 

 

    

 

 

   

 

 

    

 

 

   

Total revenue

   $ 122,241        100.0    $ 118,285        100.0      3.3 
  

 

 

    

 

 

   

 

 

    

 

 

   

Total revenue for Q2 2012 increased $4.0 million, or 3.3%, compared to Q2 2011. Revenue at clubs operated for over 12 months (“comparable club revenue”) increased 2.1% in Q2 2012 compared to Q2 2011. Memberships in our comparable clubs increased 1.5% with ancillary club revenue, initiation fees and other revenue increasing 2.2%. These increases were partially offset by a 1.6% decrease in the price of our dues and fees.

 

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Operating expenses:

 

     Quarter Ended June 30,        
     2012     2011     Expense %
Variance
 
  

 

 

   
     Expense % of Revenue    

Payroll and related

     37.0      38.1      0.4 

Club operating

     36.5      36.7      2.8 

General and administrative

     5.0      5.2      0.6 

Depreciation and amortization

     10.2      11.1      (5.8 )% 
  

 

 

   

 

 

   

Operating expenses

     88.7      91.1      0.6 
  

 

 

   

 

 

   

Total operating expenses increased $678,000, or 0.6%, in Q2 2012 compared to Q2 2011. Operating margin was 11.3% for Q2 2012 compared to 8.9% in Q2 2011.

Payroll and related. Payroll and related expenses increased $179,000, or 0.4%, to $45.3 million in Q2 2012 compared to $45.1 million in Q2 2011, driven by payroll related to ancillary revenue growth.

Club operating. Club operating expenses increased $1.2 million, or 2.8%, to $44.6 million in Q2 2012 compared to $43.4 million in Q2 2011 primarily due to increases in occupancy related expenses.

Depreciation and amortization. Depreciation and amortization expense for Q2 2012 decreased primarily due to a modest decline in our depreciable fixed asset base.

Loss on extinguishment of debt in Q2 2011 totaled $4.9 million resulting from our debt refinancing on May 11, 2011. We incurred $2.5 million of call premium on the Senior Discount Notes together with the write-off of $2.4 million of net deferred financing costs related to the debt extinguishment. There was no loss on extinguishment of debt in Q2 2012.

Net income for Q2 2012 was $5.4 million compared to net loss of $410,000 for Q2 2011, which included loss on extinguishment of debt, net of taxes, of $2.8 million and incremental interest expense reflecting the 30 day call period on our 11% Senior Discount Notes of $855,000, net of taxes. Also in Q2 2011, we recorded $549,000 of discrete income tax charges.

Cash flow from operating activities for the six months ended June 30, 2012 totaled $35.0 million, a decrease of $54,000 from the corresponding period in 2011, driven by reductions in cash flows resulting from the timing of payments and collections made associated with prepaid expenses and deferred revenues, partially offset by the overall increase in earnings.

Third Quarter 2012 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 third quarter of 2012 includes the following:

 

   

Revenue for Q3 2012 is expected to be between $119.0 million and $120.0 million versus $116.1 million for Q3 2011. As percentages of revenue, we expect Q3 2012 payroll and related expenses to be approximately 37.8% and club operating expenses to approximate 37.8%. We expect general and administrative expenses to approximate $6.8 million, depreciation and amortization to approximate $12.5 million and net interest expense to approximate $5.6 million.

 

   

We expect net income for Q3 2012 to be between $2.5 million and $3.0 million, and diluted earnings per share to be in the range of $0.10 per share to $0.13 per share, assuming a 39% effective tax rate and 24.0 million weighted average fully diluted shares outstanding.

 

   

We estimate that EBITDA will approximate $23.0 million in Q3 2012.

 

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Investing Activities Outlook:

For the year ending December 31, 2012, we currently plan to invest between $24.0 million to $26.0 million in capital expenditures compared to $30.9 million of capital expenditures in 2011. This amount includes approximately $500,000 to $1.0 million related to potential 2013 club openings, approximately $18.0 million to $19.0 million to continue upgrading existing clubs, and approximately $2.0 million to $3.0 million principally related to major renovations at clubs with recent lease renewals and to upgrade our in-club entertainment system network. We also expect to invest approximately $2.5 million to $3.0 million to enhance our management information systems. These capital expenditures will be funded by cash flow provided by operations and available cash on hand.

Forward-Looking Statements:

Statements in this release that do not constitute historical facts, including, without limitation, statements under the captions “Third Quarter 2012 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 Litigation Reform 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 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 Securities and Exchange Commission). The Company believes that all forward-looking statements are based on reasonable assumptions when made; however, the Company cautions that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to update these statements in light of subsequent events or developments. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement.

 

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About Town Sports International Holdings, Inc.:

New York-based Town Sports International Holdings, Inc. is a leading owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 160 fitness clubs as of June 30, 2012, comprising 108 New York Sports Clubs, 25 Boston Sports Clubs, 18 Washington Sports Clubs (two of which are partly-owned), six Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 529,000 members. For more information on TSI, visit http://www.mysportsclubs.com.

The Company will hold a conference call on Thursday, July 26, 2012 at 4:30 PM (Eastern) to discuss the second quarter results. Robert Giardina, Chief Executive Officer, and Dan Gallagher, Chief Financial Officer, will host the conference call. The conference call will be Web cast and may be accessed via the Company’s Investor Relations section of its Web site at www.mysportsclubs.com. A replay and transcript of the call will be available via the Company’s Web site beginning July 27, 2012.

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., New York

Contact Information:

Investor Contact:

(212) 246-6700 extension 1650

Investor.relations@town-sports.com

or

ICR, Inc.

Joseph Teklits / Farah Soi

(203) 682-8390

farah.soi@icrinc.com

 

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2012 and December 31, 2011

(All figures in thousands)

(Unaudited)

 

     June 30,
2012
    December 31,
2011
 
ASSETS   

Current assets:

    

Cash and cash equivalents

   $ 56,804     $ 47,880  

Accounts receivable, net

     7,675       5,857  

Inventory

     263       290  

Prepaid corporate income taxes

     —          73  

Deferred tax assets, net

     20,778       20,218  

Prepaid expenses and other current assets

     11,010       10,599  
  

 

 

   

 

 

 

Total current assets

     96,530       84,917  

Fixed assets, net

     269,304       286,041  

Goodwill

     32,779       32,799  

Deferred tax assets, net

     14,304       19,782  

Deferred membership costs

     11,144       10,117  

Other assets

     16,066       15,886  
  

 

 

   

 

 

 

Total assets

   $ 440,127     $ 449,542  
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY   

Current liabilities:

    

Current portion of long-term debt

   $ 15,000     $ 25,507  

Accounts payable

     5,864       9,180  

Accrued expenses

     27,127       26,575  

Accrued interest

     355       950  

Corporate income taxes payable

     754       —     

Deferred revenue

     42,570       40,822  
  

 

 

   

 

 

 

Total current liabilities

     91,670       103,034  

Long-term debt

     253,179       263,487  

Deferred lease liabilities

     63,415       65,119  

Deferred revenue

     7,990       5,338  

Other liabilities

     11,699       12,210  
  

 

 

   

 

 

 

Total liabilities

     427,953       449,188  

Stockholders’ equity:

    

Common stock

     23       23  

Additional paid-in capital

     (17,379     (19,934

Accumulated other comprehensive income

     1,249       1,251  

Retained earnings

     28,281       19,014  
  

 

 

   

 

 

 

Total stockholders’ equity

     12,174       354  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 440,127     $ 449,542  
  

 

 

   

 

 

 

 

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2012 and 2011

(All figures in thousands except share and per share data)

(Unaudited)

 

    

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
     2012     2011     2012     2011  

Revenues:

        

Club operations

   $ 120,804     $ 117,185     $ 242,538     $ 232,777  

Fees and other

     1,437       1,100       2,615       2,213  
  

 

 

   

 

 

   

 

 

   

 

 

 
     122,241       118,285       245,153       234,990  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Expenses:

        

Payroll and related

     45,280       45,101       92,639       90,353  

Club operating

     44,611       43,385       89,742       87,487  

General and administrative

     6,135       6,096       12,068       13,516  

Depreciation and amortization

     12,419       13,185       25,279       26,187  
  

 

 

   

 

 

   

 

 

   

 

 

 
     108,445       107,767       219,728       217,543  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     13,796       10,518       25,425       17,447  

Loss on extinguishment of debt

     —          4,865       —          4,865  

Interest expense

     5,554       6,621       11,485       12,203  

Interest income

     (8     (19     (18     (90

Equity in the earnings of investees and rental income

     (632     (611     (1,220     (1,255
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before provision for corporate income taxes

     8,882       (338     15,178       1,724  

Provision for corporate income taxes

     3,465       72       5,911       601  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 5,417     $ (410   $ 9,267     $ 1,123  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) per share:

        

Basic

   $ 0.23     $ (0.02   $ 0.40     $ 0.05  

Diluted

   $ 0.23     $ (0.02   $ 0.39     $ 0.05  

Weighted average number of shares used in calculating earnings (loss) per share:

        

Basic

     23,293,228       22,799,816       23,205,628       22,755,651  

Diluted

     24,019,116       22,799,816       23,933,660       23,211,425  

 

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2012 and 2011

(All figures in thousands)

(Unaudited)

 

     Six Months Ended June 30,  
     2012     2011  

Cash flows from operating activities:

    

Net income

   $ 9,267     $ 1,123  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     25,279       26,187  

Loss on extinguishment of debt

     —          4,865  

Call premium on redemption of Senior Discount Notes

     —          (2,538

Amortization of debt discount

     192       52  

Amortization of debt issuance costs

     575       553  

Non-cash rental expense, net of non-cash rental income

     (2,377     (2,082

Share-based compensation expense

     570       658  

Decrease in deferred tax asset

     4,915       1,020  

Net change in certain operating assets and liabilities

     (2,295     8,132  

Increase in deferred membership costs

     (1,027     (2,237

Landlord contributions to tenant improvements

     995       149  

Decrease in insurance reserves

     (1,332     (984

Other

     266       184  
  

 

 

   

 

 

 

Total adjustments

     25,761       33,959  
  

 

 

   

 

 

 

Net cash provided by operating activities

     35,028       35,082  
  

 

 

   

 

 

 

Cash flows from investing activities:

  

Capital expenditures

     (7,087     (11,719
  

 

 

   

 

 

 

Net cash used in investing activities

     (7,087     (11,719
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Principal payments on 2011 Term Loan Facility

     (21,007     (750

Proceeds from exercise of stock options

     2,011       225  

Tax benefit from stock option exercises

     —          56  

Proceeds from 2011 Senior Credit Facility, net of original issue discount

     —          297,000  

Debt issuance costs

     —          (8,065

Repayment of 2007 Term Loan Facility

     —          (178,063

Repayment of Senior Discount Notes

     —          (138,450
  

 

 

   

 

 

 

Net cash used in financing activities

     (18,996     (28,047

Effect of exchange rate changes on cash

     (21     393  
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     8,924       (4,291

Cash and cash equivalents beginning of period

   $ 47,880     $ 38,803  
  

 

 

   

 

 

 

Cash and cash equivalents end of period

   $ 56,804     $ 34,512  
  

 

 

   

 

 

 

Summary of the change in certain operating assets and liabilities:

    

Increase in accounts receivable

   $ (1,823   $ (1,188

Decrease (increase) in inventory

     27       (50

(Increase) decrease in prepaid expenses and other current assets

     (1,007     3,226  

Decrease in accounts payable, accrued expenses and accrued interest

     (5,177     (3,337

Change in prepaid corporate income taxes and corporate income taxes payable

     829       558  

Increase in deferred revenue

     4,856       8,923  
  

 

 

   

 

 

 

Net change in certain operating assets and liabilities

   $ (2,295   $ 8,132  
  

 

 

   

 

 

 

 

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA and EBITDA

For the Three Months Ended June 30, 2012 and 2011

(All figures in thousands)

(Unaudited)

 

     Three Months Ended
June 30
 
     2012     2011  

Net cash provided by operating activities

   $ 18,624     $ 9,674  

Interest expense, net of interest income

     5,546       6,602  

Provision for corporate income taxes

     3,465       72  

Changes in operating assets and liabilities

     844       4,462  

Call premium on Senior Discount Notes

     —          2,538  

Amortization of debt discount

     (95     (52

Amortization of debt issuance costs

     (287     (271

Share-based compensation expense

     (241     (310

Landlord contributions to tenant improvements

     (332     —     

Non-cash rental expense, net of non-cash rental income

     1,518       962  

Decrease in insurance reserves

     743       654  

Decrease in deferred tax asset

     (2,502     (502

Increase in deferred membership costs

     277       1,037  

Other

     (713     (552
  

 

 

   

 

 

 

Adjusted EBITDA

     26,847       24,314  

Loss on extinguishment of debt

     —          (4,865
  

 

 

   

 

 

 

EBITDA

   $ 26,847     $ 19,449  
  

 

 

   

 

 

 

 

Note: We define Adjusted EBITDA as EBITDA excluding loss on extinguishment of debt and any fixed asset or goodwill impairments. For the quarter ended June 30, 2012 we did not incur any loss on extinguishment of debt or any fixed asset or goodwill impairments, as a result, EBITDA and Adjusted EBITDA are identical. For the quarter ended June 30, 2011, we incurred $4.9 million on loss on extinguishment of debt resulting from our debt refinancing on May 11, 2011 comprised of a $2.5 million call premium on our Senior Discount Notes together with a write-off of $2.4 million of net deferred financing costs related to the debt extinguishment.

 

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

Reconciliation of Estimated and Actual Net Cash Provided by Operating Activities to EBITDA

For the Three Months Ended September 30, 2012 and 2011

(All figures in thousands)

(Unaudited)

 

     Estimated
Q3 2012
    Q3 2011  

Net cash provided by operating activities

   $ 16,000     $ 18,158  

Interest expense, net of interest income

     5,600       6,017  

Provision for corporate income taxes

     1,800       1,194  

Changes in operating assets and liabilities

     700       (3,410

Amortization of debt discount

     (96     (97

Amortization of debt issuance costs

     (287     (287

Share-based compensation expense

     (225     (267

Landlord contribution to tenant improvements

     —          (562

Non-cash rental expense, net of non-cash rental income

     1,100       935  

Decrease in deferred tax asset

     (2,500     (2,241

Decrease in insurance reserves

     200       527  

Increase in deferred member costs

     300       1,321  

Other

     408       507  
  

 

 

   

 

 

 

EBITDA

   $ 23,000     $ 21,795  
  

 

 

   

 

 

 

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 and any fixed asset or goodwill impairments. 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 $12.4 million in the quarter ended June 30, 2012. Although a premise underlying depreciation and amortization is that it will be reinvested in our business to restore, replenish or purchase property, equipment and other related assets, the funds represented by depreciation and amortization could, in the Company’s discretion, be utilized for other purposes (e.g., debt service). Accordingly, EBITDA may be useful as a supplemental measure to GAAP financial data for demonstrating our ability to satisfy our liquidity and capital resource requirements.

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.

 

9


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.

 

   

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.

We do not, and investors should not, place undue reliance on EBITDA or Adjusted EBITDA as a measure of our liquidity.

 

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