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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Town Sports International Holdings Inc | NASDAQ:CLUB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.20 | 0.204 | 0.2049 | 0 | 01:00:00 |
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
|
|
Delaware
|
|
20-0640002
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
ý
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
ý
|
|
|
|
|
Emerging growth company
|
|
¨
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common stock, $0.001 par value per share
|
|
CLUB
|
|
Nasdaq Global Market
|
|
|
|
Page
|
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
29,823
|
|
|
$
|
48,088
|
|
Accounts receivable (less allowance for doubtful accounts of $5,075 and $4,578 as of June 30, 2019 and December 31, 2018, respectively)
|
3,194
|
|
|
3,050
|
|
||
Prepaid corporate income taxes
|
808
|
|
|
746
|
|
||
Prepaid expenses and other current assets
|
10,013
|
|
|
10,047
|
|
||
Total current assets
|
43,838
|
|
|
61,931
|
|
||
Fixed assets, net
|
160,565
|
|
|
157,677
|
|
||
Operating lease right-of-use assets, net
|
591,674
|
|
|
—
|
|
||
Goodwill
|
32,811
|
|
|
21,877
|
|
||
Intangible assets, net
|
9,935
|
|
|
9,439
|
|
||
Deferred membership costs
|
1,166
|
|
|
1,803
|
|
||
Other assets
|
7,606
|
|
|
8,727
|
|
||
Total assets
|
$
|
847,595
|
|
|
$
|
261,454
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
13,669
|
|
|
$
|
21,080
|
|
Current portion of mortgage and term loan
|
193
|
|
|
314
|
|
||
Current portion of operating lease liabilities
|
72,709
|
|
|
—
|
|
||
Accounts payable
|
4,987
|
|
|
3,672
|
|
||
Accrued expenses
|
31,862
|
|
|
32,547
|
|
||
Accrued interest
|
992
|
|
|
34
|
|
||
Deferred revenue
|
40,195
|
|
|
37,459
|
|
||
Total current liabilities
|
164,607
|
|
|
95,106
|
|
||
Long-term debt
|
180,255
|
|
|
178,002
|
|
||
Long-term mortgage and term loan
|
5,139
|
|
|
5,113
|
|
||
Long-term operating lease liabilities
|
562,063
|
|
|
—
|
|
||
Deferred lease liabilities
|
—
|
|
|
44,374
|
|
||
Deferred revenue
|
58
|
|
|
258
|
|
||
Other liabilities
|
9,880
|
|
|
11,298
|
|
||
Total liabilities
|
922,002
|
|
|
334,151
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
|
||
Stockholders’ deficit:
|
|
|
|
||||
Preferred stock, $0.001 par value; no shares issued and outstanding at both June 30, 2019 and December 31, 2018
|
|
|
|
|
|
||
Common stock, $0.001 par value; issued and outstanding 27,970,331 and 27,192,154 shares at June 30, 2019 and December 31, 2018, respectively
|
26
|
|
|
25
|
|
||
Additional paid-in capital
|
308
|
|
|
(1,644
|
)
|
||
Accumulated other comprehensive income
|
1,933
|
|
|
1,841
|
|
||
Accumulated deficit
|
(76,708
|
)
|
|
(73,212
|
)
|
||
Total Town Sports International Holdings, Inc. and Subsidiaries stockholders’ deficit
|
(74,441
|
)
|
|
(72,990
|
)
|
||
Non-controlling interests
|
34
|
|
|
293
|
|
||
Total stockholders’ deficit
|
(74,407
|
)
|
|
(72,697
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
847,595
|
|
|
$
|
261,454
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Club operations
|
$
|
117,027
|
|
|
$
|
111,047
|
|
|
$
|
232,167
|
|
|
$
|
216,722
|
|
Fees and other
|
1,677
|
|
|
1,282
|
|
|
3,135
|
|
|
2,718
|
|
||||
|
118,704
|
|
|
112,329
|
|
|
235,302
|
|
|
219,440
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Payroll and related
|
45,547
|
|
|
42,396
|
|
|
90,870
|
|
|
81,870
|
|
||||
Club operating
|
55,017
|
|
|
50,131
|
|
|
108,593
|
|
|
98,495
|
|
||||
General and administrative
|
6,493
|
|
|
6,381
|
|
|
13,363
|
|
|
12,292
|
|
||||
Depreciation and amortization
|
10,075
|
|
|
9,640
|
|
|
19,660
|
|
|
18,768
|
|
||||
|
117,132
|
|
|
108,548
|
|
|
232,486
|
|
|
211,425
|
|
||||
Operating income
|
1,572
|
|
|
3,781
|
|
|
2,816
|
|
|
8,015
|
|
||||
Interest expense
|
3,240
|
|
|
3,338
|
|
|
6,692
|
|
|
6,506
|
|
||||
Interest income
|
(16
|
)
|
|
(45
|
)
|
|
(44
|
)
|
|
(81
|
)
|
||||
Equity in the earnings of investees
|
(93
|
)
|
|
(78
|
)
|
|
(148
|
)
|
|
(183
|
)
|
||||
(Loss) income before benefit for corporate income taxes
|
(1,559
|
)
|
|
566
|
|
|
(3,684
|
)
|
|
1,773
|
|
||||
Benefit for corporate income taxes
|
(2
|
)
|
|
(35
|
)
|
|
72
|
|
|
43
|
|
||||
Net (loss) income including non-controlling interests
|
(1,557
|
)
|
|
601
|
|
|
(3,756
|
)
|
|
1,730
|
|
||||
Less: net loss attributable to non-controlling interests
|
(110
|
)
|
|
—
|
|
|
(260
|
)
|
|
—
|
|
||||
Net (loss) income attributable to Town Sports International Holdings, Inc. and Subsidiaries
|
$
|
(1,447
|
)
|
|
$
|
601
|
|
|
$
|
(3,496
|
)
|
|
$
|
1,730
|
|
(Loss) earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.05
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.07
|
|
Diluted
|
$
|
(0.05
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.07
|
|
Weighted average number of shares used in calculating (loss) earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
26,580,772
|
|
|
25,844,061
|
|
|
26,512,737
|
|
|
25,776,919
|
|
||||
Diluted
|
26,580,772
|
|
|
26,584,112
|
|
|
26,512,737
|
|
|
26,515,964
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Statements of Comprehensive (Loss) Income:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income including non-controlling interests
|
$
|
(1,557
|
)
|
|
$
|
601
|
|
|
$
|
(3,756
|
)
|
|
$
|
1,730
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax of $0, for each of the three and six months ended June 30, 2019 and 2018
|
(103
|
)
|
|
(128
|
)
|
|
(92
|
)
|
|
491
|
|
||||
Interest rate swap, net of tax of $0, for each of the three and six months ended June 30, 2019 and 2018
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
110
|
|
||||
Total other comprehensive (loss) income, net of tax
|
(103
|
)
|
|
(194
|
)
|
|
(92
|
)
|
|
601
|
|
||||
Total comprehensive (loss) income including non-controlling interests
|
(1,660
|
)
|
|
407
|
|
|
(3,848
|
)
|
|
2,331
|
|
||||
Less: comprehensive loss attributable to non-controlling interests
|
(110
|
)
|
|
—
|
|
|
(260
|
)
|
|
—
|
|
||||
Total comprehensive (loss) income attributable to Town Sports International Holdings, Inc. and Subsidiaries
|
$
|
(1,550
|
)
|
|
$
|
407
|
|
|
$
|
(3,588
|
)
|
|
$
|
2,331
|
|
|
Common Stock
($.001 par) |
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive Income |
|
Retained
Earnings (Deficit) |
|
Total Town Sports International and Subsidiaries Stockholders’
(Deficit) Equity |
|
Non-controlling interests
|
|
Total
Stockholders’ (Deficit) Equity |
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2017
|
27,149,135
|
|
|
$
|
25
|
|
|
$
|
(4,290
|
)
|
|
$
|
1,201
|
|
|
$
|
(74,893
|
)
|
|
$
|
(77,957
|
)
|
|
$
|
—
|
|
|
$
|
(77,957
|
)
|
Common stock grants
|
52,460
|
|
|
—
|
|
|
320
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|
—
|
|
|
320
|
|
|||||||
Restricted stock grants
|
13,115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
606
|
|
|
—
|
|
|
—
|
|
|
606
|
|
|
—
|
|
|
606
|
|
|||||||
Forfeiture of restricted stock
|
(9,433
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,129
|
|
|
1,129
|
|
|
—
|
|
|
1,129
|
|
|||||||
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,604
|
|
|
1,604
|
|
|
—
|
|
|
1,604
|
|
|||||||
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
176
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
619
|
|
|
—
|
|
|
619
|
|
|
—
|
|
|
619
|
|
|||||||
Balance at March 31, 2018
|
27,205,277
|
|
|
$
|
25
|
|
|
$
|
(3,364
|
)
|
|
$
|
1,996
|
|
|
$
|
(72,160
|
)
|
|
$
|
(73,503
|
)
|
|
$
|
—
|
|
|
$
|
(73,503
|
)
|
Stock option exercises
|
1,034
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||
Forfeiture of restricted stock
|
(15,542
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
557
|
|
|
—
|
|
|
—
|
|
|
557
|
|
|
—
|
|
|
557
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
601
|
|
|
601
|
|
|
—
|
|
|
601
|
|
|||||||
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
|
(128
|
)
|
|||||||
Balance at June 30, 2018
|
27,190,769
|
|
|
$
|
25
|
|
|
$
|
(2,805
|
)
|
|
$
|
1,802
|
|
|
$
|
(71,559
|
)
|
|
$
|
(72,537
|
)
|
|
$
|
—
|
|
|
$
|
(72,537
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2018
|
27,192,154
|
|
|
$
|
25
|
|
|
$
|
(1,644
|
)
|
|
$
|
1,841
|
|
|
$
|
(73,212
|
)
|
|
$
|
(72,990
|
)
|
|
$
|
293
|
|
|
$
|
(72,697
|
)
|
Stock option exercises
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Common stock grants
|
53,692
|
|
|
—
|
|
|
320
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|
—
|
|
|
320
|
|
|||||||
Restricted stock grants
|
713,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares issued under Employee Stock Purchase Plan
|
8,410
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||
Forfeiture of restricted stock
|
(9,834
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
805
|
|
|
—
|
|
|
—
|
|
|
805
|
|
|
—
|
|
|
805
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
|
|
|
|
(2,049
|
)
|
|
(2,049
|
)
|
|
(150
|
)
|
|
(2,199
|
)
|
|||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||||
Balance at March 31, 2019
|
27,958,132
|
|
|
$
|
26
|
|
|
$
|
(512
|
)
|
|
$
|
1,830
|
|
|
$
|
(75,261
|
)
|
|
$
|
(73,917
|
)
|
|
$
|
143
|
|
|
$
|
(73,774
|
)
|
Stock option exercises
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||
Restricted stock grants
|
10,941
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares issued under Employee Stock Purchase Plan
|
11,259
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||||
Forfeiture of restricted stock
|
(10,001
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
814
|
|
|
—
|
|
|
—
|
|
|
814
|
|
|
—
|
|
|
814
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,447
|
)
|
|
(1,447
|
)
|
|
(110
|
)
|
|
(1,557
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
103
|
|
|||||||
Balance at June 30, 2019
|
27,970,331
|
|
|
$
|
26
|
|
|
$
|
308
|
|
|
$
|
1,933
|
|
|
$
|
(76,708
|
)
|
|
$
|
(74,441
|
)
|
|
$
|
34
|
|
|
$
|
(74,407
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income including non-controlling interests
|
$
|
(3,756
|
)
|
|
$
|
1,730
|
|
Adjustments to reconcile net (loss) income including non-controlling interest to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
19,660
|
|
|
18,768
|
|
||
Amortization of debt discount
|
502
|
|
|
483
|
|
||
Amortization of debt issuance costs
|
223
|
|
|
300
|
|
||
Non-cash rental income, net of non-cash rental expense
|
(1,046
|
)
|
|
(1,713
|
)
|
||
Share-based compensation expense
|
1,950
|
|
|
1,483
|
|
||
Net change in deferred taxes
|
—
|
|
|
(26
|
)
|
||
Net change in certain operating assets and liabilities
|
3,219
|
|
|
23,049
|
|
||
Decrease (increase) in deferred membe
rship costs
|
637
|
|
|
(1,563
|
)
|
||
Landlord contributions to tenant improvements
|
15
|
|
|
800
|
|
||
Decrease in insurance reserves
|
(114
|
)
|
|
(168
|
)
|
||
Other
|
(428
|
)
|
|
(121
|
)
|
||
Total adjustments
|
24,618
|
|
|
41,292
|
|
||
Net cash provided by operating activities
|
20,862
|
|
|
43,022
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(7,601
|
)
|
|
(4,570
|
)
|
||
Acquisition of business
|
(21,667
|
)
|
|
(7,265
|
)
|
||
Acquisition of asset
|
—
|
|
|
(3,989
|
)
|
||
Other
|
—
|
|
|
(21
|
)
|
||
Net cash used in investing activities
|
(29,268
|
)
|
|
(15,845
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Principal payments on 2013 Term Loan Facility
|
(18,658
|
)
|
|
(1,041
|
)
|
||
Proceeds from borrowings on Revolving Loan Facility
|
9,500
|
|
|
—
|
|
||
Principal payments on finance lease obligations
|
(610
|
)
|
|
(241
|
)
|
||
Proceeds from mortgage and term loan
|
—
|
|
|
2,380
|
|
||
Principal payments on mortgage and term loan
|
(95
|
)
|
|
(21
|
)
|
||
Cash dividends paid
|
—
|
|
|
(1
|
)
|
||
Proceeds from stock option exercises
|
1
|
|
|
2
|
|
||
Net cash (used in) provided by financing activities
|
(9,862
|
)
|
|
1,078
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
4
|
|
|
35
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(18,264
|
)
|
|
28,290
|
|
||
Cash, cash equivalents and restricted cash beginning of period
|
50,061
|
|
|
30,321
|
|
||
Cash, cash equivalents and restricted cash end of period
|
$
|
31,797
|
|
|
$
|
58,611
|
|
Summary of the change in certain operating assets and liabilities:
|
|
|
|
||||
Increase in accounts receivable
|
$
|
(142
|
)
|
|
$
|
(526
|
)
|
Decrease in prepaid expenses and other current assets
|
1,442
|
|
|
12,308
|
|
||
Increase in accounts payable, accrued expenses and accrued interest
|
1,325
|
|
|
4,511
|
|
||
Change in prepaid corporate income taxes and corporate income taxes payable
|
(22
|
)
|
|
3,474
|
|
||
Increase in deferred revenue
|
616
|
|
|
3,282
|
|
||
Net change in certain working capital components
|
$
|
3,219
|
|
|
$
|
23,049
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash payments for interest, net of capitalized interest
|
$
|
5,175
|
|
|
$
|
5,853
|
|
Cash payments for income taxes
|
$
|
105
|
|
|
$
|
511
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
29,823
|
|
|
$
|
48,088
|
|
Restricted cash included in other assets
(a)
|
1,974
|
|
|
1,973
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
31,797
|
|
|
$
|
50,061
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Membership dues
|
$
|
89,868
|
|
|
$
|
85,549
|
|
|
$
|
178,691
|
|
|
$
|
167,830
|
|
Initiation and processing fees
|
403
|
|
|
332
|
|
|
832
|
|
|
669
|
|
||||
Membership revenue
|
90,271
|
|
|
85,881
|
|
|
179,523
|
|
|
168,499
|
|
||||
Personal training revenue
|
20,368
|
|
|
19,179
|
|
|
39,857
|
|
|
37,432
|
|
||||
Other ancillary club revenue
|
6,388
|
|
|
5,987
|
|
|
12,787
|
|
|
10,791
|
|
||||
Ancillary club revenue
|
26,756
|
|
|
25,166
|
|
|
52,644
|
|
|
48,223
|
|
||||
Fees and other revenue
|
1,677
|
|
|
1,282
|
|
|
3,135
|
|
|
2,718
|
|
||||
Total revenue
|
$
|
118,704
|
|
|
$
|
112,329
|
|
|
$
|
235,302
|
|
|
$
|
219,440
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
2013 Term Loan Facility outstanding principal balance
|
$
|
179,177
|
|
|
$
|
197,835
|
|
2013 Revolving Credit Facility borrowings
|
9,500
|
|
|
—
|
|
||
Finance lease liabilities
|
7,144
|
|
|
3,817
|
|
||
Less: Unamortized discount
|
(1,434
|
)
|
|
(1,936
|
)
|
||
Less: Deferred financing costs
|
(463
|
)
|
|
(634
|
)
|
||
Less: Current portion due within one year
|
(13,669
|
)
|
|
(21,080
|
)
|
||
Long-term portion
|
$
|
180,255
|
|
|
$
|
178,002
|
|
|
|
Balance Sheet Classification
|
|
June 30, 2019
|
||
Assets
|
|
|
|
|
||
Operating lease assets, gross
|
|
Operating lease right-of-use assets, net
|
|
$
|
626,855
|
|
Accumulated amortization
|
|
Operating lease right-of-use assets, net
|
|
(35,181
|
)
|
|
Total operating lease assets
|
|
Operating lease right-of-use assets, net
|
|
591,674
|
|
|
Fixed assets, gross
|
|
Fixed assets, net
|
|
8,337
|
|
|
Accumulated depreciation
|
|
Fixed assets, net
|
|
(1,077
|
)
|
|
Total finance lease assets
|
|
Fixed assets, net
|
|
7,260
|
|
|
Total lease assets
|
|
|
|
$
|
598,934
|
|
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating leases
|
|
Current portion of operating lease liabilities
|
|
$
|
72,709
|
|
Finance leases
|
|
Current portion of long-term debt
|
|
1,805
|
|
|
Non-current
|
|
|
|
|
||
Operating leases
|
|
Long-term operating lease liabilities
|
|
562,063
|
|
|
Finance leases
|
|
Long-term debt
|
|
5,339
|
|
|
Total lease liabilities
|
|
|
|
$
|
641,916
|
|
|
|
Statement of Operations Classification
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Operating lease costs
|
|
Club operating
|
|
$
|
30,167
|
|
|
$
|
60,189
|
|
Amortization of lease assets
|
|
Depreciation and amortization
|
|
366
|
|
|
625
|
|
||
Interest on lease liabilities
|
|
Interest expense
|
|
104
|
|
|
158
|
|
||
Finance lease costs
|
|
|
|
470
|
|
|
783
|
|
||
Variable lease costs
|
|
Club operating
|
|
141
|
|
|
351
|
|
||
Sublease income
|
|
Fees and other revenue
|
|
(909
|
)
|
|
(1,775
|
)
|
||
Total lease costs
|
|
|
|
$
|
29,869
|
|
|
$
|
59,548
|
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2019
|
|
$
|
59,720
|
|
|
$
|
1,208
|
|
|
$
|
60,928
|
|
2020
|
|
118,112
|
|
|
2,385
|
|
|
120,497
|
|
|||
2021
|
|
110,358
|
|
|
2,364
|
|
|
112,722
|
|
|||
2022
|
|
102,453
|
|
|
1,909
|
|
|
104,362
|
|
|||
2023
|
|
93,683
|
|
|
545
|
|
|
94,228
|
|
|||
2024 and thereafter
|
|
427,709
|
|
|
—
|
|
|
427,709
|
|
|||
Total lease payments
|
|
912,035
|
|
|
8,411
|
|
|
920,446
|
|
|||
Less: imputed interest
|
|
(277,263
|
)
|
|
(1,267
|
)
|
|
(278,530
|
)
|
|||
Lease liabilities
|
|
$
|
634,772
|
|
|
$
|
7,144
|
|
|
$
|
641,916
|
|
|
|
June 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
59,531
|
|
Operating cash flows from finance leases
|
|
$
|
158
|
|
Financing cash flows from finance leases
|
|
$
|
610
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
$
|
17,812
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
|
$
|
3,937
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Weighted average number of common shares outstanding — basic
|
26,580,772
|
|
|
25,844,061
|
|
|
26,512,737
|
|
|
25,776,919
|
|
||||
Effect of dilutive share based awards
|
—
|
|
|
740,051
|
|
|
—
|
|
|
739,045
|
|
||||
Weighted average number of common shares outstanding — diluted
|
26,580,772
|
|
|
26,584,112
|
|
|
26,512,737
|
|
|
26,515,964
|
|
||||
(Loss) earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.05
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.07
|
|
Diluted
|
$
|
(0.05
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.07
|
|
|
|
June 15, 2019
|
||
Grant price
|
|
$
|
2.49
|
|
Expected term
|
|
3 months
|
|
|
Expected volatility
|
|
62.97
|
%
|
|
Risk-free interest rate
|
|
2.21
|
%
|
|
Expected dividend yield
|
|
—
|
%
|
|
New York
|
|
Boston
|
|
California
|
|
Florida
|
|
Puerto Rico
|
|
Switzerland
|
|
Outlier
Clubs |
|
Total
|
|
|||||||||||||||
Goodwill
|
$
|
38,376
|
|
|
$
|
23,348
|
|
|
$
|
1,584
|
|
|
$
|
2,467
|
|
|
$
|
2,380
|
|
|
$
|
1,175
|
|
|
$
|
3,982
|
|
|
$
|
73,312
|
|
Changes due to foreign currency exchange rate fluctuations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
(129
|
)
|
||||||||
Less: accumulated impairment of goodwill
|
(31,549
|
)
|
|
(15,775
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,982
|
)
|
|
(51,306
|
)
|
||||||||
Balance as of December 31, 2018
|
6,827
|
|
|
7,573
|
|
|
1,584
|
|
|
2,467
|
|
|
2,380
|
|
|
1,046
|
|
|
—
|
|
|
21,877
|
|
||||||||
Acquired goodwill (Refer to Note 12 - Acquisitions)
|
—
|
|
|
—
|
|
|
—
|
|
|
8,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,038
|
|
||||||||
Measurement period adjustments
|
(5
|
)
|
|
544
|
|
|
—
|
|
|
2,079
|
|
|
268
|
|
|
—
|
|
|
—
|
|
|
2,886
|
|
||||||||
Changes due to foreign currency exchange rate fluctuations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||||
Balance as of June 30, 2019
|
$
|
6,822
|
|
|
$
|
8,117
|
|
|
$
|
1,584
|
|
|
$
|
12,584
|
|
|
$
|
2,648
|
|
|
$
|
1,056
|
|
|
$
|
—
|
|
|
$
|
32,811
|
|
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Intangible
Assets |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Intangible
Assets |
||||||||||||
Membership lists
|
$
|
7,652
|
|
|
$
|
(5,362
|
)
|
|
$
|
2,290
|
|
|
$
|
7,042
|
|
|
$
|
(4,224
|
)
|
|
$
|
2,818
|
|
Favorable lease commitment
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,390
|
|
|
(553
|
)
|
|
1,837
|
|
||||||
Non-compete agreement
|
3,761
|
|
|
(637
|
)
|
|
3,124
|
|
|
3,050
|
|
|
(295
|
)
|
|
2,755
|
|
||||||
Trade names
(2)
|
5,071
|
|
|
(550
|
)
|
|
4,521
|
|
|
2,337
|
|
|
(308
|
)
|
|
2,029
|
|
||||||
|
$
|
16,484
|
|
|
$
|
(6,549
|
)
|
|
$
|
9,935
|
|
|
$
|
14,819
|
|
|
$
|
(5,380
|
)
|
|
$
|
9,439
|
|
(1)
|
Balances in favorable lease commitment were reclassified effective January 1, 2019 to Operating lease right-of-use assets in connection with Topic 842. Prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historic accounting under previous lease guidance.
|
(2)
|
During the three months ended June 30, 2019, the Company discontinued the TMPL trade name and wrote off the remaining net balance of
$180
.
|
|
February 2019
|
||
Allocation of purchase price:
|
|
||
Fixed Assets
|
$
|
8,803
|
|
Goodwill
|
9,856
|
|
|
Definite lived intangible assets:
|
|
||
Trade name
|
2,221
|
|
|
Membership list
|
610
|
|
|
Non-compete agreement
|
1,424
|
|
|
Operating lease right-of-use assets
|
17,812
|
|
|
Operating lease liabilities
|
(18,212
|
)
|
|
Deferred revenue
|
(847
|
)
|
|
Total allocation of purchase price
|
$
|
21,667
|
|
|
December 2018
|
||
Allocation of purchase price:
|
|
||
Fixed assets
|
$
|
3,680
|
|
Goodwill
|
7,041
|
|
|
Definite lived intangible assets:
|
|
||
Membership list
|
1,435
|
|
|
Trade name
|
248
|
|
|
Non-compete agreement
|
717
|
|
|
Deferred revenue
|
(854
|
)
|
|
Total allocation of purchase price
|
$
|
12,267
|
|
|
September 2018
|
||
Allocation of purchase price:
|
|
||
Fixed assets
|
$
|
2,134
|
|
Goodwill
|
2,648
|
|
|
Definite lived intangible assets:
|
|
||
Membership list
|
480
|
|
|
Trade name
|
340
|
|
|
Non-compete agreement
|
320
|
|
|
Operating lease right-of-use assets
|
(400
|
)
|
|
Deferred revenue
|
(592
|
)
|
|
Total allocation of purchase price
|
$
|
4,930
|
|
|
September 2018
|
||
Allocation of purchase price:
|
|
||
Fixed assets
|
$
|
703
|
|
Goodwill
|
232
|
|
|
Right of use assets
|
(76
|
)
|
|
Other assets and liabilities assumed, net
|
(106
|
)
|
|
Deferred revenue
|
(476
|
)
|
|
Total allocation of purchase price
|
$
|
277
|
|
|
August 2018
|
||
Allocation of purchase price:
|
|
||
Fixed assets
|
$
|
5,646
|
|
Goodwill
|
2,728
|
|
|
Definite lived intangible assets:
|
|
||
Membership list
|
288
|
|
|
Amount due to seller, net
|
(610
|
)
|
|
Deferred revenue
|
(860
|
)
|
|
Non-controlling interest
|
(495
|
)
|
|
Total allocation of purchase price
|
$
|
6,697
|
|
|
April 2018
|
||
Allocation of purchase price:
|
|
||
Fixed assets
|
$
|
8,064
|
|
Goodwill
|
1,584
|
|
|
Definite lived intangible assets:
|
|
||
Operating lease right-of-use assets
|
440
|
|
|
Trade name
|
1,562
|
|
|
Working capital, net
|
161
|
|
|
Deferred revenue
|
(4,546
|
)
|
|
Total allocation of purchase price
|
$
|
7,265
|
|
|
January 2018
|
||
Allocation of purchase price:
|
|
||
Fixed assets
|
$
|
982
|
|
Goodwill
|
1,075
|
|
|
Definite lived intangible assets:
|
|
||
Membership list
|
600
|
|
|
Non-compete agreement
|
400
|
|
|
Working capital assets
|
130
|
|
|
Deferred revenue
|
(321
|
)
|
|
Total allocation of purchase price
|
$
|
2,866
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
$
|
118,074
|
|
|
$
|
118,089
|
|
|
$
|
237,264
|
|
|
$
|
230,960
|
|
Net (loss) income including non-controlling interests
|
$
|
(1,557
|
)
|
|
$
|
242
|
|
|
$
|
(3,711
|
)
|
|
$
|
1,012
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.05
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.04
|
|
Diluted
|
$
|
(0.05
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.04
|
|
Brand
|
Count
|
New York Sports Clubs
|
101
|
Boston Sports Clubs
|
32
|
Washington Sports Clubs
|
10
|
Philadelphia Sports Clubs
|
5
|
Lucille Roberts
|
16
|
Total Woman Gym and Spa
|
11
|
Palm Beach Sports Clubs
|
3
|
Christi's Fitness
|
1
|
Around the Clock Fitness
|
6
|
LIV Fitness
|
2
|
New York Sports Clubs - Switzerland
|
3
|
|
190
|
•
|
Membership revenue:
Our largest sources of revenue are dues inclusive of monthly membership fees, annual maintenance fees, and initiation and processing fees paid by our members. In addition, we collect usage fees on a per visit basis for non-passport members using non-home clubs. These dues and fees comprised
76.3%
of our total revenue for the
six months ended June 30, 2019
. We recognize revenue from membership dues in the month when the services are rendered. We recognize revenue from initiation and processing fees over the estimated average membership life and annual fees over a twelve month period.
|
•
|
Ancillary club revenue:
For the
six months ended June 30, 2019
, we generated
16.9%
of our revenue from personal training and
5.5%
of our revenue from other ancillary programs and services consisting of Sports Clubs for Kids, racquet sports and Small Group Training programs. We continue to grow ancillary club revenue by
|
|
2018
|
|
2019
|
||||||||||||||||
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
|
Q1
|
Q2
|
||||||||
Clubs included in consolidated operating results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Clubs operated at beginning of period
|
164
|
|
|
164
|
|
|
175
|
|
|
179
|
|
|
164
|
|
|
183
|
|
187
|
|
Acquired clubs
|
2
|
|
|
12
|
|
|
7
|
|
|
4
|
|
|
25
|
|
|
6
|
|
—
|
|
New clubs opened
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
1
|
|
Club converted to licensed club
(3)
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
—
|
|
Clubs closed
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(2
|
)
|
—
|
|
Clubs operated at end of period
|
164
|
|
|
175
|
|
|
179
|
|
|
183
|
|
|
183
|
|
|
187
|
|
188
|
|
Club included in equity investment at end of period
(1)
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
1
|
|
Licensed club operated at end of period
(3)
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
1
|
|
Total clubs operated at end of period
(1)(2)
|
166
|
|
|
177
|
|
|
181
|
|
|
185
|
|
|
185
|
|
|
189
|
|
190
|
|
(1)
|
Excludes one 20% owned club that operated under a different brand name in our Washington, D.C. region.
|
(2)
|
Excludes
two
locations that were managed by us in which we did not have an equity interest.
|
(3)
|
Includes one club that transitioned to a licensed location in the first quarter of 2018 and bears the “Washington Sports Clubs” brand name.
|
|
2018
|
|
2019
|
||||||||||||||
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Q1
|
|
Q2
|
|||||||
Comparable club revenue
|
1.7
|
%
|
|
1.8
|
%
|
|
1.5
|
%
|
|
1.1
|
%
|
|
(1.8
|
)%
|
|
(3.4
|
)%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Payroll and related
|
38.4
|
|
|
37.7
|
|
|
38.6
|
|
|
37.3
|
|
Club operating
|
46.3
|
|
|
44.6
|
|
|
46.2
|
|
|
44.9
|
|
General and administrative
|
5.5
|
|
|
5.7
|
|
|
5.7
|
|
|
5.6
|
|
Depreciation and amortization
|
8.5
|
|
|
8.6
|
|
|
8.4
|
|
|
8.5
|
|
|
98.7
|
|
|
96.6
|
|
|
98.8
|
|
|
96.3
|
|
Operating income
|
1.3
|
|
|
3.4
|
|
|
1.2
|
|
|
3.7
|
|
Interest expense
|
2.7
|
|
|
3.0
|
|
|
2.8
|
|
|
3.0
|
|
Equity in the earnings of investees
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
(Loss) income before benefit for corporate income taxes
|
(1.3
|
)
|
|
0.5
|
|
|
(1.6
|
)
|
|
0.8
|
|
Benefit for corporate income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net (loss) income including non-controlling interests
|
(1.3
|
)
|
|
0.5
|
|
|
(1.6
|
)
|
|
0.8
|
|
Less: net loss attributable to non-controlling interests
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Net loss attributable to TSI Holdings
|
(1.2
|
)%
|
|
0.5
|
%
|
|
(1.5
|
)%
|
|
0.8
|
%
|
|
Three Months Ended June 30,
|
|
|
|||||||||||||
|
2019
|
|
2018
|
|
|
|||||||||||
|
Revenue
|
|
% Revenue
|
|
Revenue
|
|
% Revenue
|
|
% Variance
|
|||||||
Membership dues
|
$
|
89,868
|
|
|
75.7
|
%
|
|
$
|
85,549
|
|
|
76.2
|
%
|
|
5.0
|
%
|
Initiation and processing fees
|
403
|
|
|
0.3
|
|
|
332
|
|
|
0.3
|
|
|
21.4
|
|
||
Membership revenue
|
90,271
|
|
|
76.0
|
|
|
85,881
|
|
|
76.5
|
|
|
5.1
|
|
||
Personal training revenue
|
20,368
|
|
|
17.3
|
|
|
19,179
|
|
|
17.1
|
|
|
6.2
|
|
||
Other ancillary club revenue (1)
|
6,388
|
|
|
5.2
|
|
|
5,987
|
|
|
5.3
|
|
|
6.7
|
|
||
Ancillary club revenue
|
26,756
|
|
|
22.5
|
|
|
25,166
|
|
|
22.4
|
|
|
6.3
|
|
||
Fees and other revenue (2)
|
1,677
|
|
|
1.5
|
|
|
1,282
|
|
|
1.1
|
|
|
30.8
|
|
||
Total revenue
|
$
|
118,704
|
|
|
100.0
|
%
|
|
$
|
112,329
|
|
|
100.0
|
%
|
|
5.7
|
%
|
(1)
|
Other ancillary club revenue primarily consisted of Sports Clubs for Kids, Small Group Training, racquet sports and spa.
|
(2)
|
Fees and other revenue primarily consisted of rental income, marketing revenue, management fees and laundry service fees.
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
% Variance
|
|||||
Payroll and related
|
$
|
45,547
|
|
|
$
|
42,396
|
|
|
7.4
|
%
|
Club operating
|
55,017
|
|
|
50,131
|
|
|
9.7
|
|
||
General and administrative
|
6,493
|
|
|
6,381
|
|
|
1.8
|
|
||
Depreciation and amortization
|
10,075
|
|
|
9,640
|
|
|
4.5
|
|
||
Total operating expenses
|
$
|
117,132
|
|
|
$
|
108,548
|
|
|
7.9
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||||
|
2019
|
|
2018
|
|
|
|||||||||||
|
Revenue
|
|
% Revenue
|
|
Revenue
|
|
% Revenue
|
|
% Variance
|
|||||||
Membership dues
|
$
|
178,691
|
|
|
75.9
|
%
|
|
$
|
167,830
|
|
|
76.5
|
%
|
|
6.5
|
%
|
Initiation and processing fees
|
832
|
|
|
0.4
|
|
|
669
|
|
|
0.3
|
|
|
24.4
|
|
||
Membership revenue
|
179,523
|
|
|
76.3
|
|
|
168,499
|
|
|
76.8
|
|
|
6.5
|
|
||
Personal training revenue
|
39,857
|
|
|
16.9
|
|
|
37,432
|
|
|
17.1
|
|
|
6.5
|
|
||
Other ancillary club revenue (1)
|
12,787
|
|
|
5.5
|
|
|
10,791
|
|
|
4.9
|
|
|
18.5
|
|
||
Ancillary club revenue
|
52,644
|
|
|
22.4
|
|
|
48,223
|
|
|
22.0
|
|
|
9.2
|
|
||
Fees and other revenue (2)
|
3,135
|
|
|
1.3
|
|
|
2,718
|
|
|
1.2
|
|
|
15.3
|
|
||
Total revenue
|
$
|
235,302
|
|
|
100.0
|
%
|
|
$
|
219,440
|
|
|
100.0
|
%
|
|
7.2
|
%
|
(1)
|
Other ancillary club revenue primarily consisted of Sports Clubs for Kids, Small Group Training, racquet sports and spa.
|
(2)
|
Fees and other revenue primarily consisted of rental income, marketing revenue, management fees and laundry service fees.
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
% Variance
|
|||||
Payroll and related
|
$
|
90,870
|
|
|
$
|
81,870
|
|
|
11.0
|
%
|
Club operating
|
108,593
|
|
|
98,495
|
|
|
10.3
|
|
||
General and administrative
|
13,363
|
|
|
12,292
|
|
|
8.7
|
|
||
Depreciation and amortization
|
19,660
|
|
|
18,768
|
|
|
4.8
|
|
||
Total operating expenses
|
$
|
232,486
|
|
|
$
|
211,425
|
|
|
10.0
|
%
|
•
|
Cash paid for occupancy increased $17.2 million due timing differences in occupancy payments.
|
•
|
Cash paid for payroll increased $12.4 million mainly due to the impact from the acquired and newly opened clubs as well as an increase in minimum wages requirements.
|
•
|
Cash collected for membership dues increased $10.2 million.
|
•
|
Cash collected for personal training memberships increased $725,000.
|
•
|
Cash collected for recurring annual fees increased $950,000.
|
•
|
making it more difficult to satisfy our obligations, including with respect to our outstanding indebtedness;
|
•
|
increasing our vulnerability to general adverse economic and industry 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 a substantial portion of our cash flow from operations for the payment of interest on our debt, which is variable on our 2013 Revolving Loan Facility and on our 2013 Term Loan Facility, and/or principal pursuant to excess cash flow requirements and reducing our ability to use our cash flow to fund working capital, capital expenditures and acquisitions of new clubs and general corporate requirements;
|
•
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increasing our vulnerability to interest rate fluctuations in connection with borrowings under our 2013 Senior Credit Facility at variable interest rates;
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•
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limiting our ability to refinance our existing indebtedness on favorable terms before the expiration of the current 2013 Term Loan Facility, or at all; and
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.
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Exhibit
No.
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Description of Exhibit
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101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
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101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
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101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
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101.PRE
|
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XBRL Taxonomy Extension Presentation Linkbase
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TOWN SPORTS INTERNATIONAL
HOLDINGS, INC.
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DATE:
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July 25, 2019
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By:
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/s/ Carolyn Spatafora
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Carolyn Spatafora
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Chief Financial Officer (Duly Authorized Officer)
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1 Year Town Sports Chart |
1 Month Town Sports Chart |
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