Town Sports International Holdings, Inc. Announces Third Quarter 2012 Financial Results

  Town Sports International Holdings, Inc. Announces Third Quarter 2012
  Financial Results

Business Wire

NEW YORK -- October 25, 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 third
quarter ended September 30, 2012.

Third Quarter Overview:

  *Membership attrition averaged 3.7% per month in both Q3 2012 and Q3 2011.
  *Total member count decreased 1.3%, or 7,000 members, to 522,000 in Q3
    2012.
  *Revenue increased 3.0% in Q3 2012 compared to Q3 2011.
  *Comparable club revenue increased 1.0%.

  *Ancillary club revenue increased 3.2% in Q3 2012 compared to Q3 2011.
  *Diluted earnings per share were $0.13 in Q3 2012 compared to diluted
    earnings per share of $0.08 in Q3 2011.
  *Q3 2012 results reflected the following items amounting to a net charge of
    $1.2 million ($530,000 net of taxes) or approximately $(0.02) per diluted
    share:

       *Charges incurred related to the Q3 2012 re-pricing of our term loan
         and the voluntary principal prepayment of $15.0 million that
         collectively totaled $2.4 million ($1.4 million net of taxes), or
         approximately $(0.06) per diluted share. $1.4 million of these
         charges are included within interest expense and $1.0 million have
         been charged to loss on extinguishment of debt.
       *Additional fees and other revenue of $1.2 million ($711,000 net of
         taxes), or approximately $0.03 per diluted share, were realized in
         connection with the termination of a long-term marketing arrangement
         with a third party in-club advertiser.
       *Also in Q3 2012, we recorded $182,000, or approximately $0.01 per
         share, of discrete tax benefits.

  *Adjusted EBITDA was $24.7 million in Q3 2012, an increase of $2.9 million,
    or 13.2%, when compared to Adjusted EBITDA of $21.8 million in Q3 2011
    (Refer to the reconciliation below).

Robert Giardina, Chief Executive Officer of TSI, commented:“We were
disappointed with our net member results, but were pleased to deliver on our
earnings and cash flow for the quarter. We are excited about the changes
taking place in the fitness industry, with consumers searching for more
fitness offerings and often willing to pay additional fees to enhance their
fitness experience. With the recent launch of our UXF products and the
expansion of our personal training membership plans, we have positioned
ourselves nicely to grow our ancillary revenue streams.”

Third Quarter Ended September 30, 2012 Financial Results:
                                                            
Revenue (in thousands):
                                                                             
                   Quarter Ended September 30,
                   2012                    2011
                   Revenue     % Revenue   Revenue     % Revenue   %
                                                                   Variance
Membership dues    $ 90,661    75.8   %    $ 90,323    77.8   %    0.4       %
Joining fees        3,014     2.5    %     1,602     1.3    %    88.1      %
    Membership      93,675    78.3   %     91,925    79.1   %    1.9       %
    revenue
Personal             15,623    13.1   %      14,852    12.8   %    5.2       %
training revenue
Other ancillary     8,067     6.7    %     8,105     7.0    %    (0.5)     %
club revenue
    Ancillary        23,690    19.8   %      22,957    19.8   %    3.2       %
    club revenue
Fees and other      2,247     1.9    %     1,256     1.1    %    78.9      %
revenue
Total revenue      $ 119,612   100.0  %    $ 116,138   100.0  %    3.0       %
                                                                             

Total revenue for Q3 2012 increased $3.5 million, or 3.0%, compared to Q3
2011, including a benefit from an acceleration of in-club advertising revenue
which added approximately $1.2 million to Q3 2012 revenue. Revenue at clubs
operated for over 12 months (“comparable club revenue”) increased 1.0% in Q3
2012, excluding the $1.2 million of accelerated in-club advertising revenue.
Memberships in our comparable clubs increased 0.2% and ancillary club revenue,
initiation fees and other revenue increased 1.3%. These increases were
partially offset by a 0.5% decrease in the price of our dues and fees.

Operating expenses:

                             Quarter Ended September 30, 
                               2012            2011
                               Expense % of Revenue          Expense %
                                                             Variance
Payroll and related            36.5    %       37.3   %     0.9        %
Club operating                 38.7    %        39.1   %     1.7        %
General and administrative     4.7     %        5.3    %     (8.1       ) %
Depreciation and               10.2    %        10.9   %     (3.9       ) %
amortization
Impairment of fixed assets     0.2     %        ―      %     100.0      %
       Operating expenses      90.3    %        92.6   %     0.4        %
                                                                        

Total operating expenses increased $389,000, or 0.4%, in Q3 2012 compared to
Q3 2011. Operating margin was 9.7% for Q3 2012 compared to 7.4% in Q3 2011.

Payroll and related. Payroll and related expenses increased $368,000, or 0.9%,
to $43.7 million in Q3 2012 compared to $43.3 million in Q3 2011, driven by
payroll related to ancillary revenue growth.

Club operating. Club operating expenses increased $774,000, or 1.7%, to $46.3
million in Q3 2012 compared to $45.5 million in Q3 2011, primarily due to
increases in occupancy related expenses.

Depreciation and amortization. Depreciation and amortization expense for Q3
2012 decreased primarily due to a decline in our depreciable fixed asset base.

Impairment of fixed assets. In Q3 2012, we recorded fixed asset impairment
charges of $239,000, representing the write-off of fixed assets of one
underperforming club. There were no fixed asset impairment charges in Q3 2011.

Loss on extinguishment of debt in Q3 2012 totaled $1.0 million resulting from
our debt repricing in August 2012 and a $15.0 million voluntary prepayment on
our term loan facility. There was no loss on extinguishment of debt in Q3
2011.

Net income for Q3 2012 was $3.2 million compared to net income of $1.9 million
for Q3 2011.

Cash flow from operating activities for the nine months ended September 30,
2012 totaled $43.9 million, a decrease of $9.3 million from the corresponding
period in 2011. This decrease was primarily 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.

Fourth 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 fourth quarter of 2012
includes the following:

  *Revenue for Q4 2012 is expected to be between $116.5 million and $117.5
    million versus $115.8 million for Q4 2011. As percentages of revenue, we
    expect Q4 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 $6.6 million, depreciation and
    amortization to approximate $12.3 million and net interest expense to
    approximate $4.6 million.
  *We expect net income for Q4 2012 to be between $3.0 million and $3.5
    million, and diluted earnings per share to be in the range of $0.13 per
    share to $0.15 per share, assuming a 39% effective tax rate and 24.0
    million weighted average fully diluted shares outstanding.
  *We estimate that EBITDA will approximate $22.5 million in Q4 2012.

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 $19.0 million to $20.0 million to continue upgrading existing
clubs, and approximately $1.0 million to $2.0 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.

Shareholder Return Consideration:

Our Board of Directors is currently evaluating our cash and cash equivalents
and our expected use of cash and borrowings over the near and long term. Since
we have been a publicly traded company, we have not paid dividends, and our
stock repurchase activity has been limited. Our Board of Directors is actively
considering a one-time special dividend as a means to return value to our
shareholders, although we cannot make any assurances that it will decide to do
so or as to the amount and timing of any such dividend.

Forward-Looking Statements:

Statements in this release that do not constitute historical facts, including,
without limitation, statements under the captions “Fourth 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.

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
September 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 522,000 members. For more information on
TSI, visit http://www.mysportsclubs.com.

The Company will hold a conference call on Thursday, October 25, 2012 at 4:30
PM (Eastern) to discuss the third 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 October 26, 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. AND SUBSIDIARIES
                                                           
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2012 and December 31, 2011
(All figures in thousands)
     (Unaudited)
                                                                  
                                                September 30,     December 31,
                                                2012              2011
                                                                  
ASSETS
Current assets:
  Cash and cash equivalents                   $ 42,108          $ 47,880
  Accounts receivable, net                      7,161             5,857
  Inventory                                     324               290
  Deferred tax assets, net                      24,140            20,218
  Prepaid expenses and other current assets    11,379          10,672    
     Total current assets                       85,112            84,917
Fixed assets, net                               262,397           286,041
Goodwill                                        32,790            32,799
Deferred tax assets, net                        8,827             19,782
Deferred membership costs                       11,290            10,117
Other assets                                   14,553          15,886    
     Total assets                             $ 414,969        $ 449,542   
                                                                  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
  Current portion of long-term debt           $ 2,000           $ 25,507
  Accounts payable                              5,250             9,180
  Accrued expenses                              24,800            26,575
  Accrued interest                              167               950
  Deferred revenue                             38,562          40,822    
     Total current liabilities                  70,779            103,034
Long-term debt                                  249,072           263,487
Deferred lease liabilities                      62,746            65,119
Deferred revenue                                5,912             5,338
Other liabilities                              10,655          12,210    
     Total liabilities                          399,164           449,188
Stockholders’ equity:
Common stock                                    23                23
Additional paid-in capital                      (16,909   )       (19,934   )
Accumulated other comprehensive income          1,258             1,251
Retained earnings                              31,433          19,014    
     Total stockholders’ equity                15,805          354       
     Total liabilities and stockholders’      $ 414,969        $ 449,542   
     equity
                                                                            

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                                                               
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 2012 and 2011
(All figures in thousands except share and per share data)
(Unaudited)
                                                                                   
                   Three Months Ended                Nine Months Ended
                   September 30,                     September 30,
                   2012             2011             2012             2011
                                                                                   
Revenues:
  Club             $ 117,365        $ 114,882        $ 359,903        $ 347,659
  operations
  Fees and other    2,247          1,256          4,862          3,469      
                    119,612        116,138        364,765        351,128    
Operating
Expenses:
  Payroll and        43,654           43,286           136,293          133,639
  related
  Club operating     46,270           45,496           136,012          132,983
  General and        5,641            6,139            17,709           19,655
  administrative
  Depreciation
  and                12,148           12,642           37,427           38,829
  amortization
  Impairment of     239            ―              239            ―          
  fixed assets
                    107,952        107,563        327,680        325,106    
Operating income     11,660           8,575            37,085           26,022
Loss on
extinguishment       1,010            ―                1,010            4,865
of debt
Interest expense     6,542            6,062            18,027           18,265
Interest income      (25        )     (45        )     (43        )     (135       )
Equity in the
earnings of
investees and       (632       )    (578       )    (1,852     )    (1,833     )

rental income
Income before
provision for        4,765            3,136            19,943           4,860
corporate income
taxes
Provision for
corporate income    1,613          1,194          7,524          1,795      
taxes
  Net income       $ 3,152         $ 1,942         $ 12,419        $ 3,065      
                                                                                   
Earnings per
share:
       Basic       $ 0.13           $ 0.09           $ 0.53           $ 0.13
       Diluted     $ 0.13           $ 0.08           $ 0.52           $ 0.13
Weighted average
number of shares
used in
calculating
earnings per
share:
       Basic         23,581,631       22,834,206       23,331,877       22,782,124
       Diluted       24,186,498       23,457,058       24,015,747       23,318,879
                                                                                   

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                                                           
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2012 and 2011
(All figures in thousands)
(Unaudited)
                                                                             
                                               Nine Months Ended September 30,
                                               2012              2011
Cash flows from operating activities:
Net income                                     $  12,419         $  3,065
Adjustments to reconcile net income to net
cash provided by operating activities
     Depreciation and amortization                37,427            38,829
     Impairment of fixed assets                   239               ―
     Loss on extinguishment of debt               1,010             4,865
     Call premium on redemption of Senior         ―                 (2,538   )
     Discount Notes
     Amortization of debt discount                311               149
     Amortization of debt issuance costs          866               840
     Non-cash rental expense, net of              (2,950   )        (3,017   )
     non-cash rental income
     Share-based compensation expense             787               925
     Decrease in deferred tax asset               7,036             3,261
     Net change in certain operating assets       (11,033  )        11,542
     and liabilities
     Increase in deferred membership costs        (1,173   )        (3,558   )
     Landlord contributions to tenant             1,320             711
     improvements
     Decrease in insurance reserves               (2,124   )        (1,511   )
     Other                                       (187     )       (323     )
                 Total adjustments               31,529          50,175   
                 Net cash provided by            43,948          53,240   
                 operating activities
                                                                             
Cash flows from investing activities:
Capital expenditures                             (13,278  )       (21,641  )
     Net cash used in investing activities       (13,278  )       (21,641  )
                                                                             
Cash flows from financing activities:
Principal payments on 2011 Term Loan              (36,007  )        (4,500   )
Facility
Proceeds from replacement 2011 Term Loan          13,796            ―
Facility lenders
Principal payments to non-consenting 2011         (13,796  )        ―
Term Loan Facility lenders
Term loan repricing related financing costs       (2,707   )        ―
Proceeds from exercise of stock options           2,279             291
Tax benefit from stock option exercises           ―                 100
Proceeds from 2011 Senior Credit Facility,        ―                 297,000
net of original issue discount
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        (36,435  )        (31,687  )
     Effect of exchange rate changes on cash     (7       )       314      
     Net (decrease) increase in cash and          (5,772   )        226
     cash equivalents
Cash and cash equivalents beginning of         $  47,880        $  38,803   
period
Cash and cash equivalents end of period        $  42,108        $  39,029   
                                                                             
Summary of the change in certain operating
assets and liabilities:
Increase in accounts receivable                $  (1,306   )     $  (3,206   )
Increase in inventory                             (34      )        (6       )
(Increase) decrease in prepaid expenses and       (1,705   )        4,156
other current assets
Decrease in accounts payable, accrued             (7,152   )        (5,207   )
expenses and accrued interest
Change in prepaid corporate income taxes and      166               4,738
corporate income taxes payable
(Decrease) increase in deferred revenue          (1,002   )       11,067   
     Net change in certain operating assets    $  (11,033  )     $  11,542   
     and liabilities
                                                                             

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 September 30, 2012 and 2011
(All figures in thousands)
(Unaudited)
                                                     Three Months Ended
                                                     September 30
                                                     2012           2011
Net cash provided by operating activities            $  8,920       $ 18,158
   Interest expense, net of interest income             6,517         6,017
   Provision for corporate income taxes                 1,613         1,194
   Changes in operating assets and liabilities          8,738         (3,410 )
   Impairment of fixed assets                           (239    )     ―
   Loss on extinguishment of debt                       (1,010  )     ―
   Amortization of debt discount                        (119    )     (97    )
   Amortization of debt issuance costs                  (291    )     (287   )
   Share-based compensation expense                     (217    )     (267   )
   Landlord contributions to tenant improvements        (325    )     (562   )
   Non-cash rental expense, net of non-cash             573           935
   rental income
   Decrease in insurance reserves                       792           527
   Decrease in deferred tax asset                       (2,121  )     (2,241 )
   Increase in deferred membership costs                146           1,321
   Other                                               453         507    
                          EBITDA                        23,430        21,795
   Impairment of fixed assets                           239           ―
   Loss on extinguishment of debt                      1,010       ―      
                          Adjusted EBITDA            $  24,679     $ 21,795 
                                                                             

        We define Adjusted EBITDA as EBITDA excluding loss on extinguishment
        of debt and any fixed asset or goodwill impairments. For the quarter
        ended September 30, 2012, we incurred $1.0 million of loss on
        extinguishment of debt resulting from the debt repricing in August
Note:  2012 and a $15.0 million voluntary prepayment on our term loan
        facility and $239,000 of fixed asset impairments related to the
        impairment of one underperforming club. For the quarter ended
        September 30, 2011 we did not incur any loss on extinguishment of debt
        or any fixed asset or goodwill impairments, and as a result, EBITDA
        and Adjusted EBITDA were identical in that period.
        

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                                                            
Reconciliation of Estimated and Actual Net Cash Provided by Operating
Activities to EBITDA
For the Three Months Ending December 31, 2012 and the Three Months Ended
December 31, 2011
(All figures in thousands)
(Unaudited)
                                                 Estimated
                                                 Q4 2012          Q4 2011
Net cash provided by operating activities        $  21,000        $  21,645
   Interest expense, net of interest income         4,600            5,997
   Provision for corporate income taxes             2,200            904
   Changes in operating assets and liabilities      (4,150  )        (7,587  )
   Amortization of debt discount                    (176    )        (95     )
   Amortization of debt issuance costs              (328    )        (287    )
   Share-based compensation expense                 (220    )        (487    )
   Non-cash rental expense, net of non-cash         1,400            646
   rental income
   (Decrease) increase in deferred tax asset        (2,500  )        1,375
   Decrease in insurance reserves                   200              168
   Increase in deferred member costs                150              625
   Other                                           324            (46     )
                              EBITDA             $  22,500       $  22,858  

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 $12.1million
in the quarter ended September 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.

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, as amended.
      
      Our discussions with prospective lenders and investors in recent years,
      including in relation to our 2011 Senior Credit Facility, as amended,
  •   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.

Contact:

Town Sports International Holdings, Inc., New York
Investor:
212-246-6700 extension 1650
Investor.relations@town-sports.com
or
ICR, Inc.
Joseph Teklits / Farah Soi
203-682-8390
farah.soi@icrinc.com
 
Press spacebar to pause and continue. Press esc to stop.