##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
 For the quarterly period ended March 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
 For the Transition period from        
    to   
          .
 Commission File Number 000-52013
 TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    20-0640002(State or other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification Number)
 5 Penn Plaza (4th Floor)
New York, New York 10001
Telephone: (212) 246-6700
 (Address, zip code, and telephone number, including
area code, of registrants principal executive office.)
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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##### 



TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
 FORM 10-Q
For the Quarter Ended March 31, 2009
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008
    
    
    3Condensed
Consolidated Statements of Operations and Statements of Comprehensive Income for the
   three months ended March 31, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    21Item 1A.
    
    Risk Factors
    
    
    21Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3.
    
    Defaults upon Senior Securities
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21Item 5.
    
    Other Information
    
    
    22Item 6.
    
    Exhibits
    
    
    22SIGNATURES
    
    
    23EX-10.1EX-10.2EX-31.1EX-31.2EX-32.1EX-32.2
  2




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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2009 and December 31, 2008
(In $000s, except share data)
(Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    7,611
    
    
    $
    10,399Accounts receivable (less allowance for doubtful accounts of $2,715 and
$3,001 as of March 31, 2009 and December 31, 2008, respectively)
    
    
    5,447
    
    
    
    4,508Inventory
    
    
    320
    
    
    
    143Prepaid income taxes
    
    
    7,570
    
    
    
    8,116Prepaid expenses and other current assets
    
    
    11,753
    
    
    
    14,154Total current assets
    
    
    32,701
    
    
    
    37,320Fixed assets, net
    
    
    371,584
    
    
    
    373,120Goodwill
    
    
    32,550
    
    
    
    32,610Intangible assets, net
    
    
    184
    
    
    
    281Deferred tax asset, net
    
    
    43,266
    
    
    
    42,266Deferred membership costs
    
    
    12,504
    
    
    
    14,462Other assets
    
    
    10,185
    
    
    
    11,579Total assets
    
    $
    502,974
    
    
    $
    511,638LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    19,850
    
    
    $
    20,850Accounts payable
    
    
    5,781
    
    
    
    7,267Accrued expenses
    
    
    30,828
    
    
    
    35,565Accrued interest
    
    
    2,899
    
    
    
    523Deferred revenue
    
    
    41,960
    
    
    
    40,326Total current liabilities
    
    
    101,318
    
    
    
    104,531Long-term debt
    
    
    317,900
    
    
    
    317,160Deferred lease liabilities
    
    
    70,091
    
    
    
    69,719Deferred revenue
    
    
    3,410
    
    
    
    4,554Other liabilities
    
    
    14,104
    
    
    
    14,902Total liabilities
    
    
    506,823
    
    
    
    510,866Commitments and contingencies (Note 9)Stockholders (deficit) equity:Common stock, $.001 par value; issued and outstanding 22,569,018 and
24,627,779 shares at March 31, 2009 and December 31, 2008, respectively
    
    
    23
    
    
    
    25Paid-in capital
    
    
    (23,918
    )
    
    
    (18,980
    )Accumulated other comprehensive income (currency translation adjustment)
    
    
    750
    
    
    
    1,070Retained earnings
    
    
    19,296
    
    
    
    18,657Total stockholders (deficit) equity
    
    
    (3,849
    )
    
    
    772Total liabilities and stockholders (deficit) equity
    
    $
    502,974
    
    
    $
    511,638
  3




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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2009 and 2008
(In $000s except share and per share data)
(Unaudited)
 Three Months Ended March 31,2009
    
    
    2008Revenues:Club operations
    
    $
    125,468
    
    
    $
    124,907Fees and other
    
    
    1,241
    
    
    
    1,413126,709
    
    
    
    126,320Operating Expenses:Payroll and related
    
    
    50,747
    
    
    
    48,404Club operating
    
    
    46,610
    
    
    
    42,880General and administrative
    
    
    8,347
    
    
    
    8,306Depreciation and amortization
    
    
    14,296
    
    
    
    12,649Impairment of fixed assets
    
    
    1,131
    
    
    
    121,131
    
    
    
    112,239Operating income
    
    
    5,578
    
    
    
    14,081Interest expense
    
    
    5,277
    
    
    
    6,514Interest income
    
    
    (1
    )
    
    
    (140
    )Equity in the earnings of investees and rental income
    
    
    (611
    )
    
    
    (447
    )Income before provision for corporate income taxes
    
    
    913
    
    
    
    8,154Provision for corporate income taxes
    
    
    274
    
    
    
    3,343Net income
    
    $
    639
    
    
    $
    4,811Earnings per share:Basic
    
    $
    0.03
    
    
    $
    0.18Diluted
    
    $
    0.03
    
    
    $
    0.18Weighted average number of shares used in
calculating earnings per share:Basic
    
    
    23,207,417
    
    
    
    26,305,828Diluted
    
    
    23,245,843
    
    
    
    26,386,554Statements of Comprehensive IncomeNet income
    
    $
    639
    
    
    $
    4,811Foreign currency translation adjustments
    
    
    (320
    )
    
    
    702Comprehensive income
    
    $
    319
    
    
    $
    5,513
  4




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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2009 and 2008
(In $000s)
(Unaudited)
 Three MonthsEnded March 31,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    639
    
    
    $
    4,811Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    14,296
    
    
    
    12,649Impairment of fixed assets
    
    
    1,131
    
    
    
    Non-cash interest expense on Senior Discount Notes
    
    
    1,203
    
    
    
    3,361Amortization of debt issuance costs
    
    
    200
    
    
    
    196Noncash rental expense, net of noncash rental income
    
    
    (245
    )
    
    
    347Compensation expense incurred in connection with stock options and common stock grants
    
    
    415
    
    
    
    221Net changes in certain operating assets and liabilities
    
    
    2,042
    
    
    
    15,753Increase in deferred tax asset
    
    
    (1,000
    )
    
    
    (1,800
    )Landlord contributions to tenant improvements
    
    
    1,958
    
    
    
    1,804Change in reserve for self-insured liability claims
    
    
    1,512
    
    
    
    542Decrease (increase) in deferred membership costs
    
    
    469
    
    
    
    (40
    )Other
    
    
    (41
    )
    
    
    (60
    )Total adjustments
    
    
    21,940
    
    
    
    32,973Net cash provided by operating activities
    
    
    22,579
    
    
    
    37,784Cash flows from investing activities:Capital expenditures
    
    
    (18,460
    )
    
    
    (22,524
    )Net cash used in investing activities
    
    
    (18,460
    )
    
    
    (22,524
    )Cash flows from financing activities:Proceeds from borrowings on Revolving Loan Facility
    
    
    41,000
    
    
    
    Repayment of borrowings on Revolving Loan Facility
    
    
    (42,000
    )
    
    
    (9,000
    )Repayment of long term borrowings
    
    
    (463
    )
    
    
    (510
    )Change in book overdraft
    
    
    174
    
    
    
    (583
    )Repurchase of common stock
    
    
    (5,355
    )
    
    
    Proceeds from exercise of stock options
    
    
    
    
    
    
    824Tax benefit from stock option exercises
    
    
    
    
    
    
    102Net cash (used in) provided by financing activities
    
    
    (6,644
    )
    
    
    (9,167
    )Effect of exchange rate changes on cash
    
    
    (263
    )
    
    
    544Net (decrease) increase in cash and cash equivalents
    
    
    (2,788
    )
    
    
    6,637Cash and cash equivalents at beginning of period
    
    
    10,399
    
    
    
    5,463Cash and cash equivalents at end of period
    
    $
    7,611
    
    
    $
    12,100Summary of change in certain operating assets and liabilities:Increase in accounts receivable
    
    $
    (958
    )
    
    $
    (1,106
    )(Increase) decrease in inventory
    
    
    (179
    )
    
    
    71Decrease in prepaid expenses and other current assets
    
    
    1,148
    
    
    
    5,757(Decrease) increase in accounts payable, accrued expenses and accrued interest
    
    
    (1,550
    )
    
    
    2,849Increase in accrued interest on Senior Discount Notes
    
    
    2,538
    
    
    
    Change in corporate income taxes
    
    
    546
    
    
    
    3,331Increase in deferred revenue
    
    
    497
    
    
    
    4,851Net changes in certain operating assets and liabilities
    
    $
    2,042
    
    
    $
    15,753Supplemental disclosures of cash flow information:Cash payments for interest
    
    $
    1,723
    
    
    $
    3,309Cash payments for income taxes
    
    $
    690
    
    
    $
    1,722
  5




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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In $000s except share and per share data)
(Unaudited)
 1. Basis of Presentation
    2. Recent Accounting Changes
 Fair Value Measurements
 Business Combinations
 6




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Share-Based
Payment
 3. Long-Term Debt
 March 31,
    
    
    December 31,2009
    
    
    2008($000s)
    
    
    ($000s)Term Loan Facility
    
    $
    181,300
    
    
    $
    181,763Revolving Loan Facility borrowings
    
    
    18,000
    
    
    
    19,00011% Senior Discount Notes (Payment-in-Kind Notes)
    
    
    138,450
    
    
    
    137,247337,750
    
    
    
    338,010Less current portion to be paid within one year
    
    
    19,850
    
    
    
    20,850Long-term portion
    
    $
    317,900
    
    
    $
    317,160
    4. Earnings Per Share
    7




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Three Months EndedMarch 31,2009
    
    
    2008Weighted average number of shares of Common Stock
outstanding  basic
    
    
    23,207,417
    
    
    
    26,305,828Effect of diluted stock options and restricted Common Stock
    
    
    38,426
    
    
    
    80,726Weighted average number of shares of Common Stock
outstanding  diluted
    
    
    23,245,843
    
    
    
    26,386,554
 5. Common Stock and Stock-Based Compensation
   Option Grants
  Black-Scholes
    
    
    
    
    
    
    
    
    
    
    Risk Free
    
    
    Expected TermDate
    
    Number of Options
    
    
    Exercise Price
    
    
    Valuation
    
    
    Volatility
    
    
    Dividend Yield
    
    
    Interest Rate
    
    
    (Years)January 2, 2009.
    
    
    7,000
    
    
    $
    3.21
    
    
    $
    1.94
    
    
    
    69.2
    %
    
    
    0.0
    %
    
    
    1,81
    %
    
    
    5.50January 20, 2009
    
    
    12,750
    
    
    $
    2.51
    
    
    $
    1.63
    
    
    
    71.8
    %
    
    
    0.0
    %
    
    
    1.71
    %
    
    
    6.25Total
    
    
    19,750
   Restricted Stock Grants
  8




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Stock Repurchase Plan
  6. Fixed Asset Impairment and Club Closures
  Accounting for the Impairment or Disposal of Long-Lived
Assets
   Basis of Fair Value
MeasurementsFair Value of

    
    Quoted Prices in Active
Markets for
    


    Significant Other
   


    Significant 
UnobservableAssets

    
    Identical Items
    


    Observable Inputs
   


    Inputs(Liabilities)
    


(Level 1)
    

(Level 2)

    
(Level 3)Fixed assets
    


    $
    
    142
    
    $
    
    
    
    $
    
    
    


$
    
        142
 7. Goodwill and Other Intangibles
    9




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Balance as of December 31, 2008
    
    $
    32,610Changes due to foreign currency exchange rate fluctuations
    
    
    (60
    )Balance as of March 31, 2009
    
    $
    32,550
 As of March 31, 2009($000s)Gross Carrying
    
    
    AccumulatedAcquired Intangible Assets
    
    Amount
    
    
    Amortization
    
    
    Net IntangiblesCovenants-not-to-compete
    
    
    1,378
    
    
    
    (1,194
    )
    
    
    184
 As of December 31, 2008($000s)Gross Carrying
    
    
    AccumulatedAcquired Intangible Assets
    
    Amount
    
    
    Amortization
    
    
    Net IntangiblesMembership lists
    
    $
    10,890
    
    
    $
    (10,836
    )
    
    $
    54Covenants-not-to-compete
    
    
    1,687
    
    
    
    (1,460
    )
    
    
    227$
    12,577
    
    
    $
    (12,296
    )
    
    $
    281
  Aggregate Amortization Expense for the twelve months ending March 31, ($000s)2010
    
    $
    892011
    
    
    672012
    
    
    28$
    184
  8. Income Taxes
 Accounting for
Uncertainty in Income Taxes
   9. Commitments and Contingencies
 Sarah Cruz, et al v. Town Sports International,
dba New York Sports Club
 10




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10. Investments in Affiliated Companies
  Three Months EndedMarch 31,($000s)2009
    
    2008Revenue
    
    $
    750
    
    
    $
    900Income from operations
    
    
    98
    
    
    
    378Net income
    
    
    78
    
    
    
    346
 11. Subsequent Event
  11




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
 Introduction
      
    
    Membership revenue:Our largest sources of revenue are dues and initiation fees paid by
our members. These dues and initiation fees comprised 82.0% of our total revenue for the
three months ended March 31, 2009. We recognize revenue from membership dues in the month
when the services are rendered. Approximately 95% of our members pay their monthly dues by
Electronic Funds Transfer, or EFT, while the balance is paid annually in advance. We
recognize revenue from initiation fees over the expected average life of the membership.
    
    Ancillary club revenue:For the three months ended March 31, 2009, we generated 11.8% of
our revenue from personal training and 5.2% of our revenue from other ancillary programs and
services consisting of programming for children, group fitness training and other member
activities, as well as sales of miscellaneous sports products.
  12




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13




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Historical Club Growth
  2008
    
    2009Q1
    
    Q2
    
    Q3
    
    Q4
    
    Total
    
    Q1Wholly owned clubs operated at beginning of period
    
    
    159
    
    
    
    160
    
    
    
    161
    
    
    
    162
    
    
    
    159
    
    
    
    164New clubs opened
    
    
    2
    
    
    
    3
    
    
    
    1
    
    
    
    3
    
    
    
    9
    
    
    
    4Clubs acquired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Clubs closed, relocated or merged
    
    
    (1
    )
    
    
    (2
    )
    
    
    
    
    
    
    (1
    )
    
    
    (4
    )
    
    
    (3
    )Wholly owned clubs at end of period
    
    
    160
    
    
    
    161
    
    
    
    162
    
    
    
    164
    
    
    
    164
    
    
    
    165Total clubs operated at end of period (1)
    
    
    162
    
    
    
    163
    
    
    
    164
    
    
    
    166
    
    
    
    166
    
    
    
    167
 
 (1)
    
    Includes wholly owned and partly owned clubs. In addition to the
above, as of March 31, 2009 and December 31, 2008, we managed four
university fitness clubs in which we did not have an equity interest. Comparable Club Revenue
  2008:Three months ended March 31, 2008
    
    
    4.5
    %Three months ended June 30, 2008
    
    
    3.2
    %Three months ended September 30, 2008
    
    
    2.2
    %Three months ended December 31, 2008
    
    
    (1.4
    )%2009:Three months ended March 31, 2009
    
    
    (2.1
    )%
  14




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Results of Operations
  Three MonthsEnded March 31,2009
    
    2008Revenue
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Payroll and related
    
    
    40.0
    
    
    
    38.3Club operating
    
    
    36.8
    
    
    
    33.9General and administrative
    
    
    6.6
    
    
    
    6.6Depreciation and amortization
    
    
    11.3
    
    
    
    10.0Impairment of fixed assets
    
    
    0.9
    
    
    
    95.6
    
    
    
    88.8Operating income
    
    
    4.4
    
    
    
    11.2Interest expense
    
    
    4.2
    
    
    
    5.2Interest income
    
    
    
    
    
    
    (0.1
    )Equity in the earnings of investees and rental income
    
    
    (0.5
    )
    
    
    (0.4
    )Income before provision for corporate income taxes
    
    
    0.7
    
    
    
    6.5Provision for corporate income taxes
    
    
    0.2
    
    
    
    2.7Net income
    
    
    0.5
    %
    
    
    3.8
    %
  Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008
 Revenue (in $000s) was comprised of the following for the periods indicated:
 Three Months Ended March 31,2009
    
    
    2008Revenue
    
    
    % Revenue
    
    
    Revenue
    
    
    % Revenue
    
    
    % GrowthMembership dues
    
    $
    100,708
    
    
    
    79.5
    %
    
    $
    99,182
    
    
    
    78.5
    %
    
    
    1.5
    %Initiation fees
    
    
    3,164
    
    
    
    2.5
    %
    
    
    3,402
    
    
    
    2.7
    %
    
    
    (7.0
    )%Membership revenue
    
    
    103,872
    
    
    
    82.0
    %
    
    
    102,584
    
    
    
    81.2
    %
    
    
    1.3
    %Personal training revenue
    
    
    15,001
    
    
    
    11.8
    %
    
    
    16,141
    
    
    
    12.8
    %
    
    
    (7.1
    )%Other ancillary club revenue
    
    
    6,595
    
    
    
    5.2
    %
    
    
    6,182
    
    
    
    4.9
    %
    
    
    6.7
    %Ancillary club revenue
    
    
    21,596
    
    
    
    17.0
    %
    
    
    22,323
    
    
    
    17.7
    %
    
    
    (3.3
    )%Fees and other revenue
    
    
    1,241
    
    
    
    1.0
    %
    
    
    1,413
    
    
    
    1.1
    %
    
    
    (12.2
    )%Total revenue
    
    $
    126,709
    
    
    
    100.0
    %
    
    $
    126,320
    
    
    
    100.0
    %
    
    
    0.3
    %
   15




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Operating expenses (in $000s) were comprised of the following for the periods indicated:
 Three Months EndedMarch 31,2009
    
    
    2008
    
    
    % VariancePayroll and related
    
    $
    50,747
    
    
    $
    48,404
    
    
    
    4.8
    %Club operating
    
    
    46,610
    
    
    
    42,880
    
    
    
    8.7
    %General and administrative
    
    
    8,347
    
    
    
    8,306
    
    
    
    0.5
    %Depreciation and amortization
    
    
    14,296
    
    
    
    12,649
    
    
    
    13.0
    %Impairment of fixed assets
    
    
    1,131
    
    
    
    
    
    
    
    N/AOperating expenses
    
    $
    121,131
    
    
    $
    112,239
    
    
    
    7.9
    %
  Payroll and related
 Club operating
 
    
    Rent and occupancy expenses increased $2.5 million. Rent and occupancy
costs increased $1.7 million at clubs that opened after January 1,
2008 or that are currently under construction and increased $565,000 at our clubs opened prior to January 1, 2008. In addition, we
recorded early lease termination costs of $400,000 in the three months
ended March 31, 2009, at clubs that were closed prior to the lease
expiration dates. Rent and occupancy expenses decreased $304,000,
before early lease termination costs,  at our clubs that were closed after January 1,
2008.
    
    Repairs and maintenance, cleaning and laundry, and other
service related expenses increased
$1.4 million primarily due to an increase in club member usage of 13.6% and
the increase in club months of operation of 4.6% in the three months
ended March 31, 2009 compared to the same period in 2008. In addition,
there was an increase in repairs of equipment,  overall club
maintenance, and renovations from the Companys enhanced focus on the member experience
 in 2009 as compared to 2008.
The increase in snow storms in 2009 compared to 2008 caused on
increase in snow removal expense.
 Depreciation
and amortization
 Impairment of fixed assets
 Interest Expense
  Interest Income
  16




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##### Table of Contents



Provision for Corporate Income Taxes
  Liquidity and Capital Resources
  Operating Activities.
 Investing Activities.
 Financing Activities.
  
    
    making it more difficult to satisfy our obligations;
    
    increasing our vulnerability to general adverse economic conditions;
    
    limiting our ability to obtain additional financing to fund future working capital,
capital expenditures, acquisitions of new clubs and other general corporate requirements;
    
    requiring cash flow from operations for the payment of interest on our credit facility
and reducing our ability to use our cash flow to fund working capital, capital expenditures,
acquisitions of new clubs and general corporate requirements; and
    
    limiting our flexibility in planning for, or reacting to, changes in our business and the
industry in which we operate.
  17




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18




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##### Table of Contents



Payments
Due by Period (in $000s)Less than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 YearsLong-Term Debt
    
    $
    337,750
    
    
    $
    19,850
    
    
    $
    3,700
    
    
    $
    314,200
    
    
    $
    Operating
Lease Obligations(1)
    
    
    888,970
    
    
    
    82,599
    
    
    
    164,093
    
    
    
    148,923
    
    
    
    493,355Total Contractual Cash Obligations
    
    $
    1,226,720
    
    
    $
    102,449
    
    
    $
    167,793
    
    
    $
    463,123
    
    
    $
    493,355
 Notes:
 (1)
    
    Operating lease obligations include base rent only. Certain leases provide for
additional rent based on real estate taxes, common area maintenance and defined amounts
based on the operating results of the lessee.      19




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##### Table of Contents



Recent Changes in or Recently Issued Accounting Pronouncements
  Forward-Looking Statements
  
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
   
 ITEM 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures:
  20




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings.
 Sarah Cruz, et al v. Town Sports International,
dba New York Sports Club
  
 Item 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Total Number of
    
    Maximum Dollar ValueTotal Number of
    
    
    
    
    
    Shares Purchased as
    
    of Shares that mayShares
    
    
    
    
    
    Part of Publicly
    
    yet be PurchasedPurchased
    
    Average Price Paid
    
    Announced
    
    under the(1)
    
    per Share
    
    Programs(1)
    
    Programs(1)January 1, 2009  January 31, 2009
    
    
    1,026,211
    
    
    $
    2.93
    
    
    
    1,026,211
    
    
    $
    17,248,741February 1, 2009  February 28, 2009
    
    
    1,020,602
    
    
    $
    2.15
    
    
    
    1,020,602
    
    
    $
    15,015,625March 1, 2009  March 31, 2009
    
    
    38,800
    
    
    $
    1.83
    
    
    
    38,800
    
    
    $
    15,000,000
 
 (1)
    
    On April 29, 2008, the Board of Directors approved a plan to repurchase up to an aggregate of
$25.0 million of Common Stock through December 31, 2009. The stock repurchase program may be
modified, extended or terminated by the Board of Directors at any time.  
 ITEM 3. Defaults Upon Senior Securities.
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
 21




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ITEM 5. Other Information.
  
 Item 6. Exhibits
  http://corporate.mysportsclubs.com http://corporate.mysportsclubs.com/
 22




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##### Table of Contents



SIGNATURES
   TOWN SPORTS INTERNATIONAL HOLDINGS, INC.DATE: April 30, 2009By:
    /s/ Dan GallagherDan GallagherChief Financial Officer
(principal financial and accounting officer) 23




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##### Table of Contents



INDEX TO EXHIBITS
  Exhibit No.
    
    Description of Exhibit10.1
    
    Employment Agreement, dated August 29, 2000 between Town Sports International,
Inc. and Jennifer Prue.10.2
    
    Letter to Jennifer Prue from Town
Sports International, LLC, dated April 2, 2009.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a  14(a) and Rule
15d  14(a) of the Securities Exchange Act of 1934, as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a  14(a) and Rule
15d  14(a) of the Securities Exchange Act of 1934, as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 24