New York, April 21, 2020 -- Moody's Investors Service ("Moody's") downgraded Town Sports International,
LLC's Corporate Family Rating to Ca from Caa2, Probability
of Default Rating to Ca-PD from Caa2-PD, and first
lien credit facilities to Ca from Caa1. Moody's also took
no action on the company's Speculative Grade Liquidity Rating of
SGL-4. The outlook is stable.
Town Sports International, LLC is a wholly owned subsidiary of the
publicly traded company Town Sports International Holdings, Inc.
together referred to as "Town Sports".
The downgrade reflects Moody's expectation that significant revenue
and earnings deterioration in 2020 due to coronavirus related facility
closures and membership declines will increase leverage and, along
with mounting refinancing pressures, further elevate default risk.
The recent termination of the planned acquisition of certain Flywheel
studios also eliminates a potential combination that could have enhanced
refinancing prospects. Town Sports' entire debt structure
matures this year with the first lien senior secured $15 million
revolver expiring in August 2020 and the $178 million senior secured
term loan maturing in November 2020. The downgrade to Ca reflects
the elevated risk of bankruptcy filing or other default in the near term.
The downgrade of the revolver and term loan additionally reflects Moody's
expectation for recovery in default and that certain leases will remain
in place and diminish the loss-absorption cushion for the credit
facility.
The negative effect on consumer income and wealth stemming from job losses
and asset price declines will diminish discretionary resources to spend
on leisure activities once the facilities reopen. Moody's
expects membership attrition to increase and lower new recruitment because
consumers may be reluctant to work out in enclosed social settings until
the risk of coronavirus spreading is reduced. As a result,
Moody's expects debt-to-EBITDA to rise to meaningfully in
2020 with high cash burn during facility closures adding to liquidity
pressure. The facility closures began in mid-March and the
timing of when the facilities will reopen remains uncertain.
Moody's took the following rating actions:
...Issuer: Town Sports International,
LLC
. Corporate Family Rating, downgraded to Ca from
Caa2
.... Probability of Default Rating,
downgraded to Ca-PD from Caa2-PD
.... Speculative Grade Liquidity Rating,
unchanged at SGL-4
. Senior secured revolving credit facility, downgraded
to Ca (LGD4) from Caa1 (LGD3)
. Senior secured term loan, downgraded to Ca (LGD4)
from Caa1 (LGD3)
Outlook actions:
Outlook: revised to stable from negative
RATINGS RATIONALE
Town Sports Ca CFR reflects the elevated risk of near term default due
to coronavirus-related closures and membership declines,
in combination with the refinancing risk related to the $15 million
revolver expiring in August 2020 and $178 million term loan due
in November 2020. Currently, all of its gyms are closed due
to efforts to contain the coronavirus and Moody's expects membership
once facilities reopen to be weaker. The company also faced revenue
pressure in 2019 prior to the onset of the coronavirus due to declines
in comparable club performance. The rating also reflects Town Sports
concentration in the highly fragmented and competitive fitness club industry
which has low barriers to entry, high attrition rates, and
is experiencing a trend towards either high-end or budget gym memberships
which places pressure on the mid-tier price point in which Town
Sports currently operates. Fitness club memberships are discretionary
and revenue and earnings are pressured when household income weakens.
However, the rating considers the company's well-recognized
brand name in its operating markets.
The rapid and widening spread of the coronavirus outbreak, deteriorating
global economic outlook, falling oil prices, and asset price
declines are creating a severe and extensive credit shock across many
sectors, regions and markets. The combined credit effects
of these developments are unprecedented. The fitness sector has
been one of the sectors most significantly affected by the shock given
its sensitivity to consumer demand and sentiment. More specifically,
the weaknesses in Town Sports' credit profile, including its
exposure to US quarantines have left it vulnerable to shifts in market
sentiment in these unprecedented operating conditions and Excel remains
vulnerable to the outbreak continuing to spread. Moody's regards
the coronavirus outbreak as a social risk under our ESG framework,
given the substantial implications for public health and safety.
Today's action reflects the impact on Town Sports of the breadth and severity
of the shock, and the broad deterioration in credit quality it has
triggered.
The SGL-4 speculative-grade liquidity rating reflects the
company's weak liquidity because the entire debt structure matures
in 2020 and the company is reliant on external capital to refinance at
a time when earnings and operating cash flow is weakened by the efforts
to contain the coronavirus.
The stable outlook reflects Moody's expectation that the probability
of a default is high over the next year and is appropriately reflected
in the Ca rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if operating performance or anticipated
recoveries for creditors in an event of default weaken further.
The ratings could be upgraded if the clubs reopen, membership,
revenue and earnings recover meaningfully, and the company successfully
refinances its first lien credit facilities at a manageable cost.
The principal methodology used in these ratings was Business and Consumer
Service Industry published in October 2016 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1037985.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
Headquartered in Jupiter, FL, Town Sports International Holdings,
Inc., through its wholly-owned operating subsidiaries
which include Town Sports International, LLC, owns and operates
about 186 fitness clubs in 7 states, the District of Columbia,
Puerto Rico and 3 clubs in Switzerland. Revenue for the fiscal
year ended December 31, 2019 was about $467 million.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and
sensitivity analysis, see the sections Methodology Assumptions and
Sensitivity to Assumptions in the disclosure form. Moody's
Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.
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Joanna O'Brien
Asst Vice President - Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
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John E. Puchalla, CFA
Associate Managing Director
Corporate Finance Group
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