Attached files

file filename
8-K - FORM 8-K - TOWN SPORTS INTERNATIONAL HOLDINGS INCd716090d8k.htm

Exhibit 99.1

For Release on April 29, 2014

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES FIRST QUARTER 2014

FINANCIAL RESULTS

New York, NY – April 29, 2014 – 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 first quarter ended March 31, 2014.

First Quarter Overview:

 

  Total member count decreased 1,000 members, to 496,000 members at the end of Q1 2014 versus an increase of 2,000 in Q1 2013.

 

  Membership attrition averaged 3.5% per month in both Q1 2014 and Q1 2013.

 

  Revenue decreased 2.7% in Q1 2014 compared to Q1 2013.

 

  Comparable club revenue decreased 4.7% in Q1 2014 compared to a decrease of 2.4% in Q1 2013.

 

  Ancillary club revenue decreased 4.0% in Q1 2014 compared to Q1 2013.

 

  Personal training revenue increased 2.9% in Q1 2014 compared to Q1 2013 and represented 14.6% of total revenue in Q1 2014 as compared to 13.8% in Q1 2013.

 

  Net loss was $3.5 million in Q1 2014 compared to net income of $4.2 million in Q1 2013. Loss per share was $0.15 in Q1 2014 compared to earnings per share of $0.18 in Q1 2013. Q1 2014 results included the following items:

 

    Q1 2014 results were impacted by a $2.1 million, or $0.09 net loss per share, related to fixed asset impairment charges in connection with three underperforming clubs and goodwill impairment charges related to one outlier club.

 

  Adjusted EBITDA was $14.1 million in Q1 2014, a decrease of $10.2 million, or 42.0%, when compared to Adjusted EBITDA of $24.2 million in Q1 2013 (Refer to the reconciliation below).

 

  Following the end of the quarter, the Company declared a cash dividend of $0.16 per share payable on June 5, 2014 to shareholders of record at the close of business on May 22, 2014. The aggregate amount to be paid will be approximately $3.9 million, based on shares outstanding as of April 24, 2014.

 

  In December 2013, the Company entered into an agreement to sell its property located at 151 East 86th Street, New York to an affiliate of Stillman Development International, LLC for a price of $82.0 million, subject to certain adjustments. Subject to various closing conditions, the Company expects the transaction to be completed on or before July 14, 2014.

Robert Giardina, Chief Executive Officer of TSI, commented: “Our first quarter results reflect some of the near-term challenges we are facing on the membership front combined with higher than planned operating expenses driven in large part by unusually cold winter weather in the Northeast. However, the longer-term combination of an increased consumer focus on fitness and health and our initiatives to capture share of this expanding market keeps us excited, motivated, and optimistic about our medium to long-term growth plans. We will continue to aggressively pursue our strategic initiates in order to be well-positioned for the opportunities we see ahead.”


First Quarter Ended March 31, 2014 Financial Results:

Revenue (in thousands):

 

     Quarter Ended March 31,        
     2014     2013        
     Revenue      % Revenue     Revenue      % Revenue     % Variance  

Membership dues

   $ 88,636        76.5   $ 90,742        76.1     (2.3 )% 

Joining fees

     3,209        2.8     3,825        3.2     (16.1 )% 
  

 

 

    

 

 

   

 

 

    

 

 

   

Membership revenue

     91,845        79.3     94,567        79.3     (2.9 )% 
  

 

 

    

 

 

   

 

 

    

 

 

   

Personal training revenue

     16,910        14.6     16,430        13.8     2.9

Other ancillary club revenue

     5,725        4.9     7,138        6.0     (19.8 )% 
  

 

 

    

 

 

   

 

 

    

 

 

   

Ancillary club revenue

     22,635        19.5     23,568        19.8     (4.0 )% 

Fees and other revenue

     1,423        1.2     1,029        0.9     38.3
  

 

 

    

 

 

   

 

 

    

 

 

   

Total revenue

   $ 115,903        100.0   $ 119,164        100.0     (2.7 )% 
  

 

 

    

 

 

   

 

 

    

 

 

   

Total revenue for Q1 2014 decreased $3.3 million, or 2.7% compared to Q1 2013. Revenue at clubs operated for over 12 months (“comparable club revenue”) decreased 4.7% in Q1 2014, reflecting a 2.7% decrease in membership, a 1.7% decrease in the combined effect of ancillary club revenue, joining fees and other revenue as well as a 0.3% decrease in the price of our dues and other fees.

Operating expenses:

 

     Quarter Ended March 31,        
     2014     2013     Expense %
Variance
 
     Expense % of Revenue    

Payroll and related

     38.5     37.4     0.1

Club operating

     42.8     37.1     12.2

General and administrative

     7.1     5.7     22.0

Depreciation and amortization

     10.2     10.2     (2.9 )% 

Impairment of fixed assets

     3.1     —       N/A  

Impairment of goodwill

     0.1     —       N/A  
  

 

 

   

 

 

   

Operating expenses

     101.8     90.4     9.6
  

 

 

   

 

 

   

Total operating expenses increased $10.3 million, or 9.6%, in Q1 2014 compared to Q1 2013. Operating margin was (1.8)% for Q1 2014 compared to 9.6% in Q1 2013. The total months of club operation increased 2.8% in Q1 2014 at 480 months compared to 467 months in the prior year. The increase in total operating expenses can also be attributed to the following factors:

Payroll and related. Payroll and related expenses in Q1 2014 was relatively flat to Q1 2013.

Club operating. Club operating expenses increased $5.4 million, or 12.2% in Q1 2014 compared to Q1 2013, primarily due to increases in rent and occupancy expenses related to the acquisition of new clubs as well as four additional clubs scheduled to open in 2014, and increases in utilities expense.

General and administrative. The increase of $1.5 million, or 22.0%, in Q1 2014 compared to Q1 2013 was primarily due to increases in computer maintenance expenses related to the implementation of our new club operating system and general liability insurance expense and increases in audit and tax fees. These increases were offset by a decrease in legal fees and club acquisition related fees incurred during Q1 2013.

Depreciation and amortization. In Q1 2014 compared to Q1 2013, depreciation and amortization expense decreased by $350,000, or 2.9%.


Impairment of fixed assets. For Q1 2014, we recorded impairment losses of $3.6 million on fixed assets at three underperforming clubs. We did not have fixed asset impairments in the three months ended March 31, 2013.

Impairment of goodwill. For Q1 2014, we recorded an impairment loss of $137,000 on goodwill at one of our outlier clubs as a result of our annual goodwill impairment test as of February 28, 2014. We did not have goodwill impairment in Q1 2013.

Net loss for Q1 2014 was $3.5 million compared to net income of $4.2 million for Q1 2013.

Cash flow from operating activities for Q1 2014 totaled $14.4 million, a decrease of $7.4 million from Q1 2013, primarily driven by the decrease in overall earnings.

Second Quarter 2014 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 second quarter of 2014 includes the following:

 

    Revenue for Q2 2014 is expected to be between $116.0 million and $117.0 million versus $120.1 million for Q2 2013. As percentages of revenue, we expect Q2 2014 payroll and related expenses to be approximately 38.3% and club operating expenses to approximate 41.3%. We expect general and administrative expenses to approximate $7.3 million, depreciation and amortization to approximate $12.1 million and net interest expense to approximate $4.8 million.

 

    We expect net results to be breakeven, and diluted earnings per share to be approximately $0.00 per share, assuming a 43% effective tax rate and approximately 24.7 million weighted average fully diluted shares outstanding.

 

    We estimate that Adjusted EBITDA will approximate $17.0 million in Q2 2014.

In addition, over the course of the next quarter, we plan to review our club portfolio and will likely target approximately 5% of our lower performing clubs for closure. This will enable us to absorb a portion of these members into other existing clubs while saving on certain club operating expenses such as payroll and utilities. We may incur certain charges in connection with these closings.

Investing Activities Outlook:

For the year ending December 31, 2014, we currently plan to invest $45.0 million to $50.0 million in capital expenditures compared to $33.8 million of capital expenditures in 2013 when including 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 our 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. We also expect to invest approximately $3.0 million to $3.2 million to continue to enhance our management information and communication systems. We expect these capital expenditures to be funded by cash flow provided by operations and available cash on hand and, subject to the closing conditions of the sale of the East 86th Street property, the after-tax proceeds from such sale. If such proceeds are not reinvested in our business, we may be required to use such amounts to pay down our outstanding debt, as provided under the terms of our 2013 Senior Credit Facility.

Forward-Looking Statements:

Statements in this release that do not constitute historical facts, including, without limitation, statements under the captions “Second Quarter 2014 Financial Outlook” and “Investing Activities Outlook”, other statements regarding future expectations regarding the sale of the property located at East 86th Street, New York, future financial results and performance and potential sales revenue, statements relating to potential club closures and other statements that are predictive in nature or depend upon or refer to events or conditions, or that include words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “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, the ability to close the sale of the property located at East 86th Street, New York, 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. Except as required by law, we have no duty to, and do not intend to, update or revise the forward looking statements in this presentation after the date of this presentation. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement.

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 162 fitness clubs as of March 31, 2014, comprising 108 New York Sports Clubs, 29 Boston Sports Clubs, 16 Washington Sports Clubs (two of which are partly-owned), six Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 496,000 members. For more information on TSI, visit http://www.mysportsclubs.com.

The Company will hold a conference call on Tuesday, April 29, 2014 at 4:30 PM (Eastern) to discuss the first quarter results. Robert Giardina, Chief Executive Officer, and Dan Gallagher, President, Chief Operating Officer and 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 April 30, 2014.

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


TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2014 and December 31, 2013

(All figures in thousands)

(Unaudited)

 

     March 31,
2014
    December 31,
2013
 
    
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 76,174     $ 73,598  

Accounts receivable, net

     4,164       3,704  

Inventory

     559       473  

Deferred tax assets, net

     17,192       17,010  

Prepaid corporate income taxes

     31       6  

Prepaid expenses and other current assets

     9,701       10,850  
  

 

 

   

 

 

 

Total current assets

     107,821       105,641  

Fixed assets, net

     236,259       243,992  

Goodwill

     32,743       32,870  

Intangible assets, net

     779       908  

Deferred tax assets, net

     14,330       11,340  

Deferred membership costs

     8,573       8,725  

Other assets

     10,145       10,316  
  

 

 

   

 

 

 

Total assets

   $ 410,650     $ 413,792  
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ DEFICIT     

Current liabilities:

    

Current portion of long-term debt

   $ 3,250     $ 3,250  

Accounts payable

     4,982       8,116  

Accrued expenses

     30,578       31,536  

Accrued interest

     627       737  

Dividends payable

     266       259  

Deferred revenue

     42,019       33,913  
  

 

 

   

 

 

 

Total current liabilities

     81,722       77,811  

Long-term debt

     311,170       311,659  

Dividends payable

     434       407  

Deferred lease liabilities

     56,362       56,882  

Deferred revenue

     2,232       2,460  

Other liabilities

     8,940       8,089  
  

 

 

   

 

 

 

Total liabilities

     460,860       457,308  

Stockholders’ deficit:

    

Common stock

     24       24  

Additional paid-in capital

     (13,184     (13,846

Accumulated other comprehensive income

     2,090       2,052  

Accumulated deficit

     (39,140     (31,746
  

 

 

   

 

 

 

Total stockholders’ deficit

     (50,210     (43,516
  

 

 

   

 

 

 

Total liabilities and stockholders’ deficit

   $ 410,650     $ 413,792  
  

 

 

   

 

 

 


TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2014 and 2013

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

(Unaudited)

 

     Three Months Ended
March 31,
 
     2014     2013  

Revenues:

    

Club operations

   $ 114,480     $ 118,135  

Fees and other

     1,423       1,029  
  

 

 

   

 

 

 
     115,903       119,164  
  

 

 

   

 

 

 

Operating Expenses:

    

Payroll and related

     44,573       44,548  

Club operating

     49,595       44,200  

General and administrative

     8,281       6,789  

Depreciation and amortization

     11,798       12,148  

Impairment of fixed assets

     3,623       —    

Impairment of goodwill

     137       —    
  

 

 

   

 

 

 
     118,007       107,685  
  

 

 

   

 

 

 

Operating (loss) income

     (2,104     11,479  

Interest expense

     4,711       5,350  

Interest income

     —         (1

Equity in the earnings of investees and rental income

     (601     (609
  

 

 

   

 

 

 

Loss (income) before provision for corporate income taxes

     (6,214     6,739  

(Benefit) provision for corporate income taxes

     (2,699     2,508  
  

 

 

   

 

 

 

Net (loss) income

   $ (3,515   $ 4,231  
  

 

 

   

 

 

 

(Loss) earnings per share:

    

Basic

   $ (0.15   $ 0.18  

Diluted

   $ (0.15   $ 0.18  

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

    

Basic

     24,160,443       23,875,260  

Diluted

     24,160,443       24,172,625  

Dividends declared per common share

   $ 0.16     $ —    


TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2014 and 2013

(All figures in thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2014     2013  

Cash flows from operating activities:

    

Net (loss) income

   $ (3,515   $ 4,231  

Adjustments to reconcile net (loss) income to net cash provided by operating activities

    

Depreciation and amortization

     11,798       12,148  

Impairment of fixed assets

     3,623       —    

Impairment of goodwill

     137       —    

Amortization of debt discount

     323       239  

Amortization of debt issuance costs

     272       273  

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

     (645     (1,496

Share-based compensation expense

     659       656  

(Increase) decrease in deferred tax asset

     (3,030     3,294  

Net change in certain operating assets and liabilities

     4,187       2,688  

Decrease in deferred membership costs

     152       282  

Landlord contributions to tenant improvements

     125       —    

Increase (decrease) in insurance reserves

     166       (491

Other

     146       (57
  

 

 

   

 

 

 

Total adjustments

     17,913       17,536  
  

 

 

   

 

 

 

Net cash provided by operating activities

     14,398       21,767  
  

 

 

   

 

 

 
    

Cash flows from investing activities:

    

Capital expenditures

     (7,185     (4,581

Acquisition of businesses

     —         (504
  

 

 

   

 

 

 

Net cash used in investing activities

     (7,185     (5,085
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Principal payments on 2013 Term Loan Facility

     (812     —    

Cash dividends paid

     (3,845     (39

Proceeds from stock option exercises

     3       13  
  

 

 

   

 

 

 

Net cash used in financing activities

     (4,654     (26

Effect of exchange rate changes on cash

     17       (67
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     2,576       16,589  

Cash and cash equivalents beginning of period

     73,598       37,758  
  

 

 

   

 

 

 

Cash and cash equivalents end of period

   $ 76,174     $ 54,347  
  

 

 

   

 

 

 

Summary of the change in certain operating assets and liabilities:

    

(Increase) decrease in accounts receivable

   $ (455   $ 2,604  

Increase in inventory

     (86     (20

Decrease in prepaid expenses and other current assets

     1,010       1,076  

Decrease in accounts payable, accrued expenses and accrued interest

     (4,596     (5,062

Change in prepaid corporate income taxes and corporate income taxes payable

     208       (828

Increase in deferred revenue

     8,106       4,918  
  

 

 

   

 

 

 

Net change in certain working capital components

   $ 4,187     $ 2,688  
  

 

 

   

 

 

 


TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

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

For the Three Months Ended March 31, 2014 and 2013

(All figures in thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2014     2013  

Net cash provided by operating activities

   $ 14,398     $ 21,767  

Interest expense, net of interest income

     4,711       5,349  

(Benefit) provision for corporate income taxes

     (2,699     2,508  

Changes in operating assets and liabilities

     (4,187     (2,688

Impairment of fixed assets

     (3,623     —    

Impairment of goodwill

     (137     —    

Amortization of debt discount

     (323     (239

Amortization of debt issuance costs

     (272     (273

Share-based compensation expense

     (659     (656

Landlord contributions to tenant improvements

     (125     —    

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

     645       1,496  

(Increase) decrease in insurance reserves

     (166     491  

Increase (decrease) in deferred tax asset

     3,030       (3,294

Decrease in deferred membership costs

     (152     (282

Other

     (146     57  
  

 

 

   

 

 

 

EBITDA

   $ 10,295     $ 24,236  
  

 

 

   

 

 

 

Impairment of fixed assets

     3,623       —    

Impairment of goodwill

     137       —    
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 14,055     $ 24,236  
  

 

 

   

 

 

 

 

Note: EBITDA consists of net (loss) income plus interest expense (net of interest income), (benefit) provision for corporate income taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA excluding any fixed asset or goodwill impairments. For the quarter ended March 31, 2014, we incurred a fixed asset impairment charge of $3.6 million related to the impairment of three underperforming clubs and a goodwill impairment charge of $137,000 related to one outlier club.


TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

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

For the Quarter Ending June 30, 2014 and the Quarter Ended June 30, 2013

(All figures in thousands)

(Unaudited)

 

     Estimated
Q2 2014
    Q2 2013  

Net cash provided by operating activities

   $ 13,900     $ 22,780  

Interest expense, net of interest income

     4,800       5,435  

Provision for corporate income taxes

     —         4,009  

Changes in operating assets and liabilities

     (200     (1,631

Insurance recovery related to damaged property

     —         2,500  

Impairment of fixed assets

     —         (128

Amortization of debt discount

     (325     (239

Amortization of debt issuance costs

     (270     (272

Share-based compensation expense

     (470     (467

Landlord contribution to tenant improvements

     —         (784

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

     400       1,310  

Decrease in insurance reserves

     —         167  

Decrease in deferred tax asset

     (125     (3,544

Decrease in deferred member costs

     (150     (843

Other

     (560     (241
  

 

 

   

 

 

 

EBITDA

   $ 17,000     $ 28,052  

Insurance recovery related to damaged property

     —         (2,500

Impairment of fixed assets

     —         128  
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 17,000     $ 25,680  
  

 

 

   

 

 

 

Non-GAAP Financial Measures – EBITDA and Adjusted EBITDA

EBITDA consists of net (loss) income plus interest expense (net of interest income), (benefit) provision for corporate income taxes, and depreciation and amortization. Adjusted EBITDA, as shown in the periods above, is the Company’s EBITDA excluding any fixed asset or goodwill impairments, and insurance recoveries. In other periods, Adjusted EBITDA may also exclude, among other things, loss on extinguishment of debt and expenses related to the pending sale of our 86th Street property. The EBITDA and Adjusted EBITDA calculations above do not reflect the possible effects of future club closures. 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 $11.8 million in the quarter ended March 31, 2014. 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.

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 2013 Senior Credit Facility, as amended.

 

    Our discussions with prospective lenders and investors in recent years, including in relation to our 2013 Senior Credit Facility have confirmed the importance of EBITDA in their decision-making processes relating to the making of loans to us or investing in our debt securities.

 

    The Company uses EBITDA as a key factor in determining annual incentive bonuses for executive officers (as discussed in our proxy statement).

 

    The Company considers EBITDA to be a useful supplemental measure to GAAP financial data because it indicates our ability to generate funds sufficient to make capital expenditures (including for the opening of new clubs and the upgrading of existing clubs) as well as to undertake initiatives to enhance our business by offering new products and services in accordance with our strategy.

 

    Quarterly, equity analysts who follow our company often report on our EBITDA with respect to valuation commentary.

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