Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 22, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | TOWN SPORTS INTERNATIONAL HOLDINGS INC | |
Entity Central Index Key | 0001281774 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 27,969,073 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 37,180 | $ 48,088 |
Accounts receivable (less allowance for doubtful accounts of $4,687 and $4,578 as of March 31, 2019 and December 31, 2018, respectively) | 3,237 | 3,050 |
Prepaid corporate income taxes | 703 | 746 |
Prepaid expenses and other current assets | 10,211 | 10,047 |
Total current assets | 51,331 | 61,931 |
Fixed assets, net | 164,042 | 157,677 |
Operating lease right-of-use assets, net | 602,475 | 0 |
Goodwill | 30,021 | 21,877 |
Intangible assets, net | 10,725 | 9,439 |
Deferred membership costs | 1,416 | 1,803 |
Other assets | 8,075 | 8,727 |
Total assets | 868,085 | 261,454 |
Current liabilities: | ||
Current portion of long-term debt | 21,395 | 21,080 |
Current portion of mortgage and term loan | 314 | 314 |
Current portion of operating lease liabilities | 71,436 | 0 |
Accounts payable | 5,002 | 3,672 |
Accrued expenses | 33,479 | 32,547 |
Accrued interest | 122 | 34 |
Deferred revenue | 42,194 | 37,459 |
Total current liabilities | 173,942 | 95,106 |
Long-term debt | 178,247 | 178,002 |
Long-term mortgage and term loan | 5,065 | 5,113 |
Long-term operating lease liabilities | 573,788 | 0 |
Deferred lease liabilities | 0 | 44,374 |
Deferred revenue | 76 | 258 |
Other liabilities | 10,741 | 11,298 |
Total liabilities | 941,859 | 334,151 |
Commitments and Contingencies (Note 14) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value; no shares issued and outstanding at both March 31, 2019 and December 31, 2018 | ||
Common stock, $0.001 par value; issued and outstanding 27,958,132 and 27,192,154 shares at March 31, 2019 and December 31, 2018, respectively | 26 | 25 |
Additional paid-in capital | (512) | (1,644) |
Accumulated other comprehensive income | 1,830 | 1,841 |
Accumulated deficit | (75,261) | (73,212) |
Total Town Sports International Holdings, Inc. and Subsidiaries stockholders’ deficit | (73,917) | (72,990) |
Non-controlling interests | 143 | 293 |
Total stockholders’ deficit | (73,774) | (72,697) |
Total liabilities and stockholders’ deficit | $ 868,085 | $ 261,454 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 4,687 | $ 4,578 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 27,958,132 | 27,192,154 |
Common stock, shares outstanding (in shares) | 27,958,132 | 27,192,154 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Revenues | $ 116,598 | $ 107,111 |
Operating Expenses: | ||
Payroll and related | 45,323 | 39,474 |
Club operating | 53,576 | 48,364 |
General and administrative | 6,870 | 5,911 |
Depreciation and amortization | 9,585 | 9,128 |
Total operating expenses | 115,354 | 102,877 |
Operating income | 1,244 | 4,234 |
Interest expense | 3,452 | 3,168 |
Interest income | (28) | (36) |
Equity in the earnings of investees and rental income | (55) | (105) |
(Loss) income before provision for corporate income taxes | (2,125) | 1,207 |
Provision for corporate income taxes | 74 | 78 |
Net (loss) income including non-controlling interests | (2,199) | 1,129 |
Less: net loss attributable to non-controlling interests | (150) | 0 |
Net (loss) income attributable to Town Sports International Holdings, Inc. and Subsidiaries | $ (2,049) | $ 1,129 |
(Loss) earnings per share: | ||
Basic (in dollars per share) | $ (0.08) | $ 0.04 |
Diluted (in dollars per share) | $ (0.08) | $ 0.04 |
Weighted average number of shares used in calculating (loss) earnings per share: | ||
Basic (in shares) | 26,443,946 | 25,709,031 |
Diluted (in shares) | 26,443,946 | 26,316,512 |
Club operations | ||
Revenues: | ||
Revenues | $ 115,140 | $ 105,675 |
Fees and other | ||
Revenues: | ||
Revenues | $ 1,458 | $ 1,436 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income including non-controlling interests | $ (2,199) | $ 1,129 |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustments, net of tax of $0, for each of the three months ended March 31, 2019 and 2018 | 11 | 619 |
Interest rate swap, net of tax of $0, for each of the three months ended March 31, 2019 and 2018 | 0 | |
Interest rate swap, net of tax of $0, for each of the three months ended March 31, 2019 and 2018 | 176 | |
Total other comprehensive income, net of tax | 11 | 795 |
Total comprehensive (loss) income including non-controlling interests | (2,188) | 1,924 |
Less: comprehensive loss attributable to non-controlling interests | (150) | 0 |
Total comprehensive (loss) income attributable to Town Sports International Holdings, Inc. and Subsidiaries | $ (2,038) | $ 1,924 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment tax | $ 0 | $ 0 |
Interest Rate Swap Tax, 2019 | $ 0 | |
Interest Rate Swap Tax, 2018 | $ 0 |
Condensed Consolidated Reconcil
Condensed Consolidated Reconciliation of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings (Deficit) | Total Town Sports International and Subsidiaries Stockholders’ (Deficit) Equity | Non-controlling interests |
Shares, beginning balance at Dec. 31, 2017 | 27,149,135 | ||||||
Beginning balance at Dec. 31, 2017 | $ (77,957) | $ 25 | $ (4,290) | $ 1,201 | $ (74,893) | $ (77,957) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock grants, shares | 52,460 | ||||||
Common stock grants | $ 320 | $ 320 | $ 320 | ||||
Restricted stock grants, shares | 13,115 | ||||||
Restricted stock grants | 606 | 606 | 606 | ||||
Forfeiture of restricted stock, shares | (9,433) | ||||||
Net (loss) income including non-controlling interests | $ 1,129 | 1,129 | $ 1,129 | ||||
Derivative financial instruments | 176 | 176 | 176 | ||||
Foreign currency translation adjustment | (619) | (619) | (619) | ||||
Shares, ending balance at Mar. 31, 2018 | 27,205,277 | ||||||
Ending balance at Mar. 31, 2018 | (73,503) | $ 25 | $ (3,364) | 1,996 | (72,160) | (73,503) | 0 |
Shares, beginning balance at Dec. 31, 2018 | 27,192,154 | ||||||
Beginning balance at Dec. 31, 2018 | (72,697) | $ 25 | (1,644) | 1,841 | (73,212) | (72,990) | 293 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock option exercises | 1 | $ 1 | 1 | ||||
Common stock grants, shares | 53,692 | ||||||
Common stock grants | 320 | 320 | 320 | ||||
Restricted stock grants, shares | 713,710 | ||||||
Shares issued under Employee Stock Purchase Plan, shares | 8,410 | ||||||
Shares issued under Employee Stock Purchase Plan | 7 | 7 | 7 | ||||
Forfeiture of restricted stock, shares | (9,834) | ||||||
Stock-based compensation expense | 805 | 805 | 805 | ||||
Net (loss) income including non-controlling interests | (2,199) | (2,049) | (2,049) | (150) | |||
Foreign currency translation adjustment | (11) | (11) | (11) | ||||
Shares, ending balance at Mar. 31, 2019 | 27,958,132 | ||||||
Ending balance at Mar. 31, 2019 | $ (73,774) | $ 26 | $ (512) | $ 1,830 | $ (75,261) | $ (73,917) | $ 143 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net (loss) income including non-controlling interests | $ (2,199) | $ 1,129 |
Adjustments to reconcile net (loss) income including non-controlling interest to net cash provided by operating activities: | ||
Depreciation and amortization | 9,585 | 9,128 |
Amortization of debt discount | 250 | 240 |
Amortization of debt issuance costs | 112 | 150 |
Non-cash rental income, net of non-cash rental expense | (136) | (856) |
Share-based compensation expense | 1,132 | 926 |
Net change in deferred taxes | 0 | 38 |
Net change in certain operating assets and liabilities | 6,238 | 21,200 |
Decrease (increase) in deferred membership costs | 387 | (1,758) |
Landlord contributions to tenant improvements | 15 | 300 |
Increase (decrease) in insurance reserves | 151 | (160) |
Other | (131) | (47) |
Total adjustments | 17,603 | 29,161 |
Net cash provided by operating activities | 15,404 | 30,290 |
Cash flows from investing activities: | ||
Capital expenditures | (3,873) | (1,599) |
Acquisition of business | (21,667) | 0 |
Acquisition of asset | 0 | (3,989) |
Other | 0 | (21) |
Net cash used in investing activities | (25,540) | (5,609) |
Cash flows from financing activities: | ||
Principal payments on 2013 Term Loan Facility | (520) | (521) |
Principal payments on finance lease obligations | (189) | (85) |
Principal payments on mortgage and term loan | (48) | 0 |
Cash dividends paid | 0 | (1) |
Proceeds from stock option exercises | 1 | 0 |
Net cash used in financing activities | (756) | (607) |
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | (15) | 33 |
Net (decrease) increase in cash and cash equivalents | (10,907) | 24,107 |
Cash, cash equivalents and restricted cash beginning of period | 50,061 | 30,321 |
Cash, cash equivalents and restricted cash end of period | (39,154) | (54,428) |
Summary of the change in certain operating assets and liabilities: | ||
Increase in accounts receivable | (179) | (289) |
(Increase) decrease in prepaid expenses and other current assets | (347) | 10,055 |
Increase in accounts payable, accrued expenses and accrued interest | 2,731 | 5,610 |
Change in prepaid corporate income taxes and corporate income taxes payable | 63 | 18 |
Increase in deferred revenue | 3,970 | 5,806 |
Net change in certain working capital components | 6,238 | 21,200 |
Supplemental disclosures of cash flow information: | ||
Cash payments for interest, net of capitalized interest | 3,071 | 2,836 |
Cash payments for income taxes | 25 | 21 |
Cash, cash equivalents and restricted cash end of period | $ 50,061 | $ 30,321 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Town Sports International Holdings, Inc. (the “Company” or “TSI Holdings”) is a diversified holding company that owns subsidiaries engaged in a number of business and investment activities. References to “TSI LLC” refer to Town Sports International, LLC, and references to “TSI Group” refer to Town Sports Group, LLC, both of which are wholly-owned operating subsidiaries of the Company. As of March 31, 2019 , the Company owned and operated 189 fitness clubs (“clubs”) under various brand names, primarily located in the United States of America. The Company’s operations are conducted mainly through its clubs and aggregated into one reportable segment. Each of the clubs has similar economic characteristics, services, product offerings and revenues are derived primarily from services to the Company’s members. The Company’s chief operating decision maker is the Chief Executive Officer. The operating segment is the level at which the chief operating decision maker manages the business and reviews operating performance in order to make business decisions and allocate resources. The Company determined the business is managed and operating performance is reviewed on a consolidated company level and therefore has one operating segment. The condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and should be read in conjunction with the Company’s December 31, 2018 consolidated financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . The year-end condensed consolidated balance sheet data included within this Form 10-Q was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“US GAAP”). Certain information and footnote disclosures that are normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to SEC rules and regulations. The information reflects all normal and recurring adjustments which, in the opinion of management, are necessary for a fair statement of the financial position and results of operations for the interim periods set forth herein. The results for the three months ended March 31, 2019 are not necessarily indicative of the results for the entire year ending December 31, 2019 . The Company continues to experience revenue pressure as the fitness industry continues to be highly competitive in the areas in which the Company operates. The Company continues to strategize on improving its financial results and focuses on increasing membership to increase revenue. The Company may consider additional actions within its control, including certain acquisitions, licensing arrangements, the closure of unprofitable clubs upon lease expiration and the sale of certain assets. The Company’s ability to continue to meet its obligations is dependent on its ability to generate positive cash flow from a combination of initiatives, including those mentioned above. Failure to continue to successfully implement these initiatives could have a material adverse effect on the Company’s liquidity and its operations, and the Company would need to implement alternative plans that could include additional asset sales, additional reductions in operating costs, additional reductions in working capital, debt restructuring and the deferral of capital expenditures. There can be no assurance that such alternatives would be available to the Company or that the Company would be successful in their implementation. The Company from time to time communicates with its existing lenders and/or new potential lenders or investors regarding the availability of debt and/or equity financing to fund working capital and for general corporate purposes, including, without limitation, refinancing the Company’s existing debt and/or to fund acquisitions. Any potential financing will be subject to, among other factors, receipt of satisfactory terms which will depend on market conditions at such time. There can be no assurance that the Company will be able to consummate any financing or the terms of any such financing. Certain reclassifications were made to the reported amounts in the consolidated balance sheet as of December 31, 2018 to conform to the presentation as of March 31, 2019. Change in Estimated Average Membership Life The average membership life was 20 months for the three months ended March 31, 2019 and 26 months for the full-year 2018. The Company monitors factors that might affect the estimated average membership life including retention trends, attrition trends, membership sales volumes, membership composition, competition, and general economic conditions, and adjusts the estimate as necessary on a quarterly basis. Joining fees, as well as related direct and incremental expenses of membership acquisition, which may include sales commissions, bonuses and related taxes and benefits, are deferred and recognized, on a straight-line basis, in operations over the estimated average membership life or 12 months to the extent these costs are related to the first annual fee paid within 45 days of enrollment. Annual fees are amortized over 12 months . If the estimated average membership life had remained at 26 months for the three months ended March 31, 2019 , the impact would have been a decrease in revenue of approximately $167 and an increase in net loss of approximately $147 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”. This new guidance requires a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. Also, capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. This standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of this standard is permitted. The Company is evaluating the impact of this standard on its financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The updated standard expands the range of transactions that qualify for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase the transparency as to the scope and results of hedging programs. This standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this updated guidance for the fiscal year beginning January 1, 2019 with no material impact on its financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). ASU 2016-02 requires an entity to recognize a right-of-use asset (“ROU”) and lease liability for all leases and provide enhanced disclosures. Recognition, measurement, and presentation of expenses will depend on classification as a finance lease or an operating lease. On January 1, 2019, the Company adopted Topic 842 using the modified retrospective approach. Results for reporting periods after January 1, 2019 are presented under Topic 842, while prior periods have not been adjusted. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. Refer to Note 6 - Leases for further detail. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following table presents our revenue by type: Three Months Ended March 31, 2019 2018 Membership dues $ 88,823 $ 82,281 Initiation and processing fees 429 337 Membership revenue 89,252 82,618 Personal training revenue 19,489 18,253 Other ancillary club revenue 6,399 4,804 Ancillary club revenue 25,888 23,057 Fees and other revenue 1,458 1,436 Total revenue $ 116,598 $ 107,111 Revenue Recognition Membership dues: The Company generally receives one-time non-refundable joining fees and monthly dues from its members. The Company also offers paid-in-full memberships giving members the option to pay their membership dues in advance. The Company offers both month-to-month and commit memberships. Members can cancel their membership with a fee charged to those members still under contract. Membership dues are recognized in the period in which access to the club is provided. The Company’s membership plans allow for club members to elect to pay a per visit fee to use non-home clubs. These usage fees are recorded to membership revenue in the month the usage occurs. Initiation and processing fees: Initiation and processing fees, as well as related direct and incremental expenses of membership acquisition, which may include sales commissions, bonuses and related taxes and benefits, are deferred and recognized, on a straight-line basis, in operations over the estimated average membership life or 12 months to the extent these costs are related to the first annual fee paid within 45 days of enrollment. Annual fees are amortized over 12 months. The estimated average membership life was 20 months for the three months ended March 31, 2019 and 26 months for the full-year of 2018 . The Company monitors factors that might affect the estimated average membership life including retention trends, attrition trends, membership sales volumes, membership composition, competition, and general economic conditions, and adjusts the estimate as necessary on an annual basis. Personal training revenue: The Company recognizes revenue from personal training sessions as the services are performed (i.e., when the session is trained). Unused personal training sessions expire after a set, disclosed period of time after purchase (except in California and Florida) and are not refundable or redeemable by the member for cash. The Company had collected approximately $12,400 for unused and expired personal training sessions that had not been recognized as revenue and was recorded as deferred revenue as of both March 31, 2019 and December 31, 2018 . For six of the jurisdictions in which the Company operates, the Company has concluded, based on opinions from outside counsel, that monies paid to the company for unused and expired personal training sessions were not escheatable. For the remaining jurisdictions in which the Company operates, the Company has likewise concluded that the monies paid to the company for unused personal training sessions were not escheatable, regardless of whether they expire. However, the Company has not yet obtained opinions from outside counsel for these jurisdictions. It is possible however, that one or more of these jurisdictions may not agree with the Company’s position and may claim that the Company must remit all or a portion of these amounts to such jurisdiction. This could have a material adverse effect on the Company’s cash flows. The State of New York has informed the Company that it is considering whether the Company is required to remit the amount received by the Company for unused, expired personal training sessions to the State of New York as unclaimed property. In addition to the prepaid personal training sessions the Company also offers a personal training membership product which generally consists of single or multi-session packages ranging from four to 12 sessions per month. These sessions provided by the membership product are at a discount to our stand-alone session pricing and are generally required to be used in each respective month. Revenue related to this product is recognized in each respective month. Other ancillary club revenue: Other ancillary club revenue primarily consists of Sports Clubs for Kids, Small Group Training and racquet sports. Revenues are recognized as the services are performed. Fees and other revenue: Fees and other revenue primarily consist of rental income from third party tenants, marketing revenue related to third party marketing in the Company’s club locations, management fees related to clubs the Company manages but does not wholly-own and revenue related to laundry services. Revenue generated from fees and other revenue is generally recognized at the time the related contracted services are performed. When a revenue agreement involves multiple elements, such as sales of both memberships and services in one arrangement or potentially multiple arrangements, the entire fee from the arrangement is allocated to each respective element based on its relative fair value and recognized when the revenue recognition criteria for each element is met. Contract Liability The Company records deferred revenue when cash payments are received or due in advance of our performance. In the three months ended March 31, 2019 , the Company recognized revenue of $12,624 that was included in the deferred revenue balance as of December 31, 2018 . Practical Expedients and Exemptions The Company has elected to not capitalize contracts that are shorter than one year. The majority of the Company's contracts have an expected length of one year or less. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt March 31, 2019 December 31, 2018 2013 Term Loan Facility outstanding principal balance $ 197,315 $ 197,835 Finance lease liabilities 4,562 3,817 Less: Unamortized discount (1,686 ) (1,936 ) Less: Deferred financing costs (549 ) (634 ) Less: Current portion due within one year (21,395 ) (21,080 ) Long-term portion $ 178,247 $ 178,002 2013 Senior Credit Facility On November 15, 2013, TSI LLC, an indirect, wholly-owned subsidiary, entered into a $370,000 senior secured credit facility (“2013 Senior Credit Facility”), pursuant to a credit agreement among TSI LLC, TSI Holdings II, LLC, a newly-formed, wholly-owned subsidiary of the Company (“Holdings II”), as a Guarantor, the lenders party thereto, Deutsche Bank AG, as administrative agent, and Keybank National Association, as syndication agent. The 2013 Senior Credit Facility consists of a $325,000 term loan facility maturing on November 15, 2020 (“2013 Term Loan Facility”) and a $15,000 revolving loan facility maturing on August 14, 2020 (“2013 Revolving Loan Facility”). Proceeds from the 2013 Term Loan Facility of $323,375 were issued, net of an original issue discount of 0.5% , or $1,625 . The borrowings under the 2013 Senior Credit Facility are guaranteed and secured by assets and pledges of capital stock by Holdings II, TSI LLC, and, subject to certain customary exceptions, the wholly-owned domestic subsidiaries of TSI LLC. On January 30, 2015, the 2013 Senior Credit Facility was amended (the “First Amendment”) to permit TSI Holdings to purchase term loans under the credit agreement. Any term loans purchased by TSI Holdings will be canceled in accordance with the terms of the credit agreement, as amended by the First Amendment. The Company may from time to time purchase term loans in market transactions, privately negotiated transactions or otherwise; however the Company is under no obligation to make any such purchases. Any such transactions, and the amounts involved, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. On November 8, 2018, the 2013 Senior Credit Facility was amended (the “Second Amendment”), which modified the revolving loan facility amount to $15,000 from $45,000 , and extended the maturity date from November 15, 2018 to August 14, 2020. In addition, the Second Amendment restated that the Company is not able to utilize more than 20% or $3,000 in accordance with terms of the 2013 Revolving Loan Facility if the total leverage ratio exceeds 4.00 :1.00 (calculated on a proforma basis to give effect to any borrowing). Previously, the Company was not able to utilize more than 25% or $11,250 in accordance with terms of the 2013 Revolving Loan Facility if the total leverage ratio exceeded 4.50 :1.00 (calculated on a proforma basis to give effect to any borrowing). Borrowings under the 2013 Term Loan Facility and the 2013 Revolving Loan Facility, at TSI LLC’s option, bear interest at either the administrative agent’s base rate plus 2.5% or a LIBOR rate adjusted for certain additional costs (the “Eurodollar Rate”) plus 3.5% , each as defined in the 2013 Senior Credit Facility. With respect to the outstanding term loans, the Eurodollar Rate has a floor of 1.00% and the base rate has a floor of 2.00% . Commencing with the last business day of the quarter ended March 31, 2014, TSI LLC is required to pay 0.25% of the principal amount of the term loans each quarter, which may be reduced by voluntary prepayments. As of March 31, 2019 , TSI LLC had made a total of $26,704 in principal payments on the 2013 Term Loan Facility. In May 2017, TSI LLC loaned $5,000 to TSI Group, a wholly-owned subsidiary of TSI Holdings, at a rate of LIBOR plus 9.55% per annum. In addition to the interest payments, TSI Group is required to repay 1.0% of the principal amount of the loan, $50 per annum, on a quarterly basis commencing September 30, 2017. The loan is secured by certain collateral. This transaction has no impact on the Company's consolidated financial statements as it is eliminated in consolidation. In October 2017, TSI LLC made a dividend distribution of $35,000 to TSI Holdings. As of March 31, 2019 , TSI Group had a cash balance of approximately $3,173 . As of March 31, 2019 , TSI LLC had outstanding letters of credit of $2,459 under the 2013 Revolving Credit Facility and a total leverage ratio that was below 4.00 :1.00. Other than these outstanding letters of credit, TSI LLC did not have any amounts utilized on the 2013 Revolving Loan Facility. The Company also had $1,974 in outstanding letters of credit issued that were not associated with the 2013 Revolving Credit Facility to secure certain lease obligations. The unutilized portion of the 2013 Revolving Loan Facility as of March 31, 2019 was $12,541 , with borrowings under such facility subject to the conditions applicable to borrowings under the Company’s 2013 Senior Credit Facility, which conditions the Company may or may not be able to satisfy at the time of borrowing. In addition, the financial covenant described above, the 2013 Senior Credit Facility contains certain affirmative and negative covenants, including those that may limit or restrict TSI LLC and Holdings II’s ability to, among other things, incur indebtedness and other liabilities; create liens; merge or consolidate; dispose of assets; make investments; pay dividends and make payments to stockholders; make payments on certain indebtedness; and enter into sale leaseback transactions, in each case, subject to certain qualifications and exceptions. The 2013 Senior Credit Facility also includes customary events of default (including non-compliance with the covenants or other terms of the 2013 Senior Credit Facility) which may allow the lenders to terminate the commitments under the 2013 Revolving Loan Facility and declare all outstanding term loans and revolving loans immediately due and payable and enforce its rights as a secured creditor. TSI LLC may prepay the 2013 Term Loan Facility and 2013 Revolving Loan Facility without premium or penalty in accordance with the 2013 Senior Credit Facility. Mandatory prepayments are required relating to certain asset sales, insurance recovery and incurrence of certain other debt and commencing in 2015 in certain circumstances relating to excess cash flow (as defined) for the prior fiscal year, as described below, in excess of certain expenditures. Pursuant to the terms of the 2013 Senior Credit Facility, the Company is required to apply net proceeds in excess of $30,000 from sales of assets in any fiscal year towards mandatory prepayments of outstanding borrowings. In addition, the 2013 Senior Credit Facility contains provisions that require excess cash flow payments, as defined therein, to be applied against outstanding 2013 Term Loan Facility balances. The excess cash flow is calculated annually for each fiscal year ending December 31 and paid 95 days after the fiscal year end. The applicable excess cash flow repayment percentage is applied to the excess cash flow when determining the excess cash flow payment. Earnings, changes in working capital and capital expenditure levels all impact the determination of any excess cash flow. The applicable excess cash flow repayment percentage is 50% when the total leverage ratio, as defined in the 2013 Senior Credit Facility, exceeds or is equal to 2.50 :1.00; 25% when the total leverage ratio is greater than or equal to 2.00 :1.00 but less than 2.50 :1.00 and 0% when the total leverage ratio is less than 2.00 :1.00. TSI LLC may pay dividends in the amount of cumulative retained excess cash flow to TSI Holdings as long as at the time the dividend is made, and immediately after, TSI LLC is in compliance on a pro forma basis with a total leverage ratio of less than 4.00 :1.00. For the year ended December 31, 2018, the Company had $36,276 of excess cash flow, as defined in the 2013 Senior Credit Facility, resulting in a principal payment of $18,138 paid in April 2019. This principal payment amount was included in Current portion of long-term debt on the Company’s accompanying condensed consolidated balance sheet as of March 31, 2019. As of March 31, 2019 , the 2013 Term Loan Facility has a gross principal balance of $197,315 and a balance of $195,080 net of unamortized debt discount of $1,686 and unamortized debt issuance costs of $549 . As of March 31, 2019 , both the unamortized balance of debt issuance costs and unamortized debt discount are recorded as a contra-liability and netted with long-term debt on the accompanying condensed consolidated balance sheet and are being amortized as interest expense using the effective interest method. Fair Market Value Based on quoted market prices, the 2013 Term Loan Facility had a fair value of approximately $191,395 , or 97% , and $183,987 , or 93% , at March 31, 2019 and December 31, 2018 , respectively, and is classified within level 2 of the fair value hierarchy. Level 2 is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. The fair value for the Company’s 2013 Term Loan Facility is determined using observable current market information such as the prevailing Eurodollar interest rate and Eurodollar yield curve rates and includes consideration of counterparty credit risk. |
Mortgage and Term Loan
Mortgage and Term Loan | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Mortgage and Term Loan | Mortgage and Term Loan On August 3, 2018, TSI - Donald Ross Realty LLC, a subsidiary of TSI Group, entered into a mortgage note for $3,150 with BankUnited, N.A. (the “Lender”). This mortgage note bears interest at a fixed rate of 5.36% and is payable in 120 monthly payments of principal and interest based on a 25 year amortization period. The first payment was due and paid on September 3, 2018. The entire principal balance of this mortgage note is due and payable in full on its maturity date of August 3, 2028. As of March 31, 2019, this mortgage note had an outstanding principal balance of $3,114 , net of principal payments of $36 . On April 24, 2018, Dixie Highway Realty, LLC, a subsidiary of TSI Group, entered into promissory notes for $1,880 (the “Mortgage Note”) and $500 (the “Term Note”) with the Lender. The Mortgage Note bears interest at a fixed rate of 5.46% and is payable in 120 monthly payments of principal and interest based on a 25 year amortization period. The first payment was due and paid on May 24, 2018. The entire principal balance of the Mortgage Note is due and payable in full on its maturity date of April 24, 2028. The Term Note bears interest at a fixed rate of 5.30% and is payable in 60 payments of principal and interest. The first payment was due and paid on May 24, 2018 and the final payment will be due to the Lender on the maturity date of April 24, 2023 for all principal and accrued interest not yet paid. In connection with the above mortgage and term loan notes, TSI Group or TSI Holdings must maintain a minimum relationship liquidity balance with the Lender of $500 in the form of an operating account. As of March 31, 2019, the Mortgage Note and Term Note had an outstanding principal balance of $1,847 and $418 , respectively, reflecting net of principal payments of $33 for the Mortgage Note and $82 for the Term Note. The carrying amount of the mortgage notes and Term Note approximates fair value based on Level 2 inputs. Level 2 is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company leases office, warehouse and multi-recreational facilities under non-cancelable operating leases. Also, the Company has operating and finance leases for certain equipment. In addition to base rent, the facility leases generally provide for additional payments to cover common area maintenance charges incurred and to pass along increases in real estate taxes. Also, certain leases provide for additional rent based on revenue or operating results of the respective facilities. The Company accrues for any unpaid common area maintenance charges and real estate taxes on a club-by-club basis. Under the provisions of certain of these leases, the Company is required to maintain irrevocable letters of credit, which amounted to $4,018 as of March 31, 2019. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company determines if an arrangement is a lease at inception. Operating leases are recorded in operating lease right of use assets, current portion of operating lease liabilities, and long-term operating lease liabilities on its condensed consolidated balance sheet. Finance leases are recorded in fixed assets, net, current portion of long-term debt, and long-term debt on its condensed consolidated balance sheet. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for lease payments are recognized on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more. The leases expire at various times through fiscal year 2038 and certain leases may be extended at the Company’s option. Escalation terms on these leases generally include fixed rent escalations, escalations based on an inflation index such as the consumer price index, and fair market value adjustments. The Company, as landlord, subleases space to third party tenants under non-cancelable operating leases and licenses. In addition to base rent, certain leases provide for additional rent based on increases in real estate taxes, indexation, utilizes and defined amounts based on the operating results of the lessee. The sub-leases expire at various times through January 2023. The balance sheet classification of lease assets and liabilities was as follows: Balance Sheet Classification March 31, 2019 Assets Operating lease assets, gross Operating lease right-of-use assets, net $ 619,919 Accumulated amortization Operating lease right-of-use assets, net (17,444 ) Total operating lease assets Operating lease right-of-use assets, net 602,475 Fixed assets, gross Fixed assets, net 5,279 Accumulated depreciation Fixed assets, net (712 ) Total finance lease assets Fixed assets, net 4,567 Total lease assets $ 607,042 Liabilities Current Operating leases Current portion of operating lease liabilities $ 71,436 Finance leases Current portion of long-term debt 1,175 Non-current Operating leases Long-term operating lease liabilities 573,788 Finance leases Long-term debt 3,387 Total lease liabilities $ 649,786 The components of lease costs were as follows: Statement of Operations Classification Three Months Ended March 31, 2019 Operating lease costs Club operating $ 30,022 Amortization of lease assets Depreciation and amortization 259 Interest on lease liabilities Interest expense 54 Finance lease costs 313 Variable lease costs Club operating 210 Sublease income Fees and other revenue 866 Total lease costs $ 31,411 As of March 31, 2019, the maturities of our lease liabilities were as follows: Operating Leases Finance Leases Total 2019 $ 90,427 $ 1,120 $ 91,547 2020 118,132 1,466 119,598 2021 110,063 1,446 111,509 2022 101,529 991 102,520 2023 92,793 239 93,032 2024 and thereafter 421,478 — 421,478 Total lease payments 934,422 5,262 939,684 Less: imputed interest (289,198 ) (700 ) (289,898 ) Lease liabilities $ 645,224 $ 4,562 $ 649,786 As of December 31, 2018, future minimum rental payments by fiscal year under non-cancelable leases and future capital lease payments are shown in the chart below. Minimum Year Ending December 31, 2019 $ 110,215 2020 107,143 2021 96,768 2022 83,766 2023 70,892 2024 and thereafter 325,644 The Company, as landlord, leases space to third party tenants under non-cancelable operating leases and licenses. In addition to base rent, certain leases provide for additional rent based on increases in real estate taxes, indexation, utilities and defined amounts based on the operating results of the lessee. The sub-leases expire at various times through January 2023. As of December 31, 2018, future minimum rentals receivable by fiscal year under non-cancelable leases are shown in the chart below. Minimum Year Ending December 31, 2019 $ 2,477 2020 1,658 2021 1,189 2022 485 2023 5 2024 and thereafter — The weighted average remaining lease term and weighted average discount rate were as follows: March 31, 2019 Weighted average remaining lease term (years) Operating leases 9.1 years Finance leases 3.7 years Weighted average discount rate Operating leases 7.9 % Finance leases 8.3 % Supplemental cash flow information related to leases was as follows: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 29,503 Operating cash flows from finance leases $ 54 Financing cash flows from finance leases $ 189 Leased assets obtained in exchange for new operating lease liabilities $ 17,812 Leased assets obtained in exchange for new finance lease liabilities $ 934 |
Leases | Leases The Company leases office, warehouse and multi-recreational facilities under non-cancelable operating leases. Also, the Company has operating and finance leases for certain equipment. In addition to base rent, the facility leases generally provide for additional payments to cover common area maintenance charges incurred and to pass along increases in real estate taxes. Also, certain leases provide for additional rent based on revenue or operating results of the respective facilities. The Company accrues for any unpaid common area maintenance charges and real estate taxes on a club-by-club basis. Under the provisions of certain of these leases, the Company is required to maintain irrevocable letters of credit, which amounted to $4,018 as of March 31, 2019. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company determines if an arrangement is a lease at inception. Operating leases are recorded in operating lease right of use assets, current portion of operating lease liabilities, and long-term operating lease liabilities on its condensed consolidated balance sheet. Finance leases are recorded in fixed assets, net, current portion of long-term debt, and long-term debt on its condensed consolidated balance sheet. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for lease payments are recognized on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more. The leases expire at various times through fiscal year 2038 and certain leases may be extended at the Company’s option. Escalation terms on these leases generally include fixed rent escalations, escalations based on an inflation index such as the consumer price index, and fair market value adjustments. The Company, as landlord, subleases space to third party tenants under non-cancelable operating leases and licenses. In addition to base rent, certain leases provide for additional rent based on increases in real estate taxes, indexation, utilizes and defined amounts based on the operating results of the lessee. The sub-leases expire at various times through January 2023. The balance sheet classification of lease assets and liabilities was as follows: Balance Sheet Classification March 31, 2019 Assets Operating lease assets, gross Operating lease right-of-use assets, net $ 619,919 Accumulated amortization Operating lease right-of-use assets, net (17,444 ) Total operating lease assets Operating lease right-of-use assets, net 602,475 Fixed assets, gross Fixed assets, net 5,279 Accumulated depreciation Fixed assets, net (712 ) Total finance lease assets Fixed assets, net 4,567 Total lease assets $ 607,042 Liabilities Current Operating leases Current portion of operating lease liabilities $ 71,436 Finance leases Current portion of long-term debt 1,175 Non-current Operating leases Long-term operating lease liabilities 573,788 Finance leases Long-term debt 3,387 Total lease liabilities $ 649,786 The components of lease costs were as follows: Statement of Operations Classification Three Months Ended March 31, 2019 Operating lease costs Club operating $ 30,022 Amortization of lease assets Depreciation and amortization 259 Interest on lease liabilities Interest expense 54 Finance lease costs 313 Variable lease costs Club operating 210 Sublease income Fees and other revenue 866 Total lease costs $ 31,411 As of March 31, 2019, the maturities of our lease liabilities were as follows: Operating Leases Finance Leases Total 2019 $ 90,427 $ 1,120 $ 91,547 2020 118,132 1,466 119,598 2021 110,063 1,446 111,509 2022 101,529 991 102,520 2023 92,793 239 93,032 2024 and thereafter 421,478 — 421,478 Total lease payments 934,422 5,262 939,684 Less: imputed interest (289,198 ) (700 ) (289,898 ) Lease liabilities $ 645,224 $ 4,562 $ 649,786 As of December 31, 2018, future minimum rental payments by fiscal year under non-cancelable leases and future capital lease payments are shown in the chart below. Minimum Year Ending December 31, 2019 $ 110,215 2020 107,143 2021 96,768 2022 83,766 2023 70,892 2024 and thereafter 325,644 The Company, as landlord, leases space to third party tenants under non-cancelable operating leases and licenses. In addition to base rent, certain leases provide for additional rent based on increases in real estate taxes, indexation, utilities and defined amounts based on the operating results of the lessee. The sub-leases expire at various times through January 2023. As of December 31, 2018, future minimum rentals receivable by fiscal year under non-cancelable leases are shown in the chart below. Minimum Year Ending December 31, 2019 $ 2,477 2020 1,658 2021 1,189 2022 485 2023 5 2024 and thereafter — The weighted average remaining lease term and weighted average discount rate were as follows: March 31, 2019 Weighted average remaining lease term (years) Operating leases 9.1 years Finance leases 3.7 years Weighted average discount rate Operating leases 7.9 % Finance leases 8.3 % Supplemental cash flow information related to leases was as follows: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 29,503 Operating cash flows from finance leases $ 54 Financing cash flows from finance leases $ 189 Leased assets obtained in exchange for new operating lease liabilities $ 17,812 Leased assets obtained in exchange for new finance lease liabilities $ 934 |
Related Party
Related Party | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party | Related Party On April 25, 2017, the Company approved the appointment of Stuart M. Steinberg as General Counsel of the Company, effective as of May 1, 2017. Furthermore, the Company and Mr. Steinberg's law firm (the “Firm”) previously entered into an engagement letter agreement (the “Agreement”) dated as of February 4, 2016, and as amended and restated effective as of May 1, 2017, pursuant to which the Company engaged the Firm to provide general legal services requested by the Company. Mr. Steinberg continues to provide services for the Firm while employed by the Company. The Agreement provides for a monthly retainer fee payable to the Firm in the amount of $21 , excluding litigation services. The Company will also reimburse the Firm for any expenses incurred in connection with the Firm’s services to the Company. In connection with this arrangement, the Company incurred legal expenses payable to the Firm in the amount of $66 and $67 for the three months ended March 31, 2019 , and 2018 respectively. These amounts were classified within general and administrative expenses on the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018. |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. Although the Company deposits its cash with more than one financial institution, as of March 31, 2019 , $20,337 of the cash balance of $37,180 was held at one financial institution. The Company has not experienced any losses on cash and cash equivalent accounts to date, and the Company believes that, based on the credit ratings of these financial institutions, it is not exposed to any significant credit risk related to cash at this time. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) applicable to common stockholders by the weighted average numbers of shares of common stock outstanding during the period. Diluted EPS is calculated using the treasury stock method and is computed similarly to basic EPS, except that the denominator is increased for the assumed exercise of dilutive stock options and unvested restricted stock for the diluted shared based awards. The following table summarizes the weighted average common shares for basic and diluted EPS computations. Three Months Ended March 31, 2019 2018 Weighted average number of common shares outstanding — basic 26,443,946 25,709,031 Effect of dilutive share based awards — 607,481 Weighted average number of common shares outstanding — diluted 26,443,946 26,316,512 (Loss) earnings per share: Basic $ (0.08 ) $ 0.04 Diluted $ (0.08 ) $ 0.04 For the three months ended March 31, 2019 , there were no stock options or outstanding restricted stock awards excluded from the computation of earnings per diluted share as there were no shares with an anti-dilutive effect. For the three months ended March 31, 2018 , there were 8,474 stock options and restricted stock awards excluded from the computations of earnings per diluted share due to their anti-dilutive effect. In the second quarter of 2018, the Company determined that it had incorrectly computed the number of weighted average common shares used in basic earnings per share in previously issued financial statements. This resulted in misstatements of basic EPS for the first quarter of 2018. This item also resulted in corresponding misstatements in diluted EPS in the respective period. These errors had no impact to the Company’s revenues, operating income (loss), or net income (loss), and had no impact to the Company’s consolidated balance sheets, consolidated statements of cash flows, consolidated statements of comprehensive income (loss), or consolidated statements of stockholders’ deficit. The Company assessed the materiality of these errors on the previously issued interim financial statements in accordance with SEC Staff Accounting Bulletin No. 99 and No. 108, and concluded that the errors were not material to the previously issued interim financial statements. The Company appropriately reflected the weighted average common shares calculations in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2019 and revised the comparative presentation of the financial statements. The effects of the revision had the following impact for the three months ended March 31, 2018: Three Months Ended March 31, 2018 (As Reported) (Adjustment) (As Revised) Weighted average number of common shares outstanding — basic 26,246,610 (537,579 ) 25,709,031 Effect of dilutive share based awards 607,481 — 607,481 Weighted average number of common shares outstanding — diluted 26,854,091 (537,579 ) 26,316,512 Earnings per share: Basic $ 0.04 $ — $ 0.04 Diluted $ 0.04 $ — $ 0.04 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company’s 2006 Stock Incentive Plan, as amended and restated in April 2015 (the “2006 Plan”), authorizes the Company to issue up to 3,500,000 shares of common stock to employees, non-employee directors and consultants pursuant to awards of stock options, stock appreciation rights, restricted stock, in payment of performance shares or other stock-based awards. The Company amended the 2006 Plan to increase the aggregate number of shares of common stock issuable under the 2006 Plan by 1,000,000 shares to a total of 4,500,000 in May 2016, and by 2,000,000 shares to a total of 6,500,000 in May 2017. The Company has approved an amendment to the 2006 Plan, subject to the receipt of shareholder approval at the Company's upcoming annual meeting, to increase the number of shares available for issuance thereunder from 6,500,000 to 8,500,000 . Under the 2006 Plan, stock options must be granted at a price not less than the fair market value of the stock on the date the option is granted, generally are not subject to re-pricing, and will not be exercisable more than ten years after the date of grant. Options granted under the 2006 Plan generally qualify as “non-qualified stock options” under the U.S. Internal Revenue Code. The exercise price of a stock option is equal to the fair market value of the Company's Common Stock on the option grant date. As of March 31, 2019 , there were 1,319,597 shares available to be issued under the 2006 Plan. At March 31, 2019 , the Company had 22,439 stock options outstanding and 1,377,360 shares of restricted stock outstanding under the 2006 Plan. Stock Option Awards The Company did not grant any stock options during the three months ended March 31, 2019 and 2018. There was no compensation expense related to stock options outstanding for both the three months ended March 31, 2019 and 2018. Restricted Stock Awards On January 21, 2019 , February 1, 2019, and March 20, 2019, the Company issued 672,300 , 13,423 and 27,987 shares of restricted stock, respectively to employees under the 2006 Plan. The fair value per share for the January 21, 2019 , February 1, 2019, and March 20, 2019 restricted stock awards were $6.19 , $5.96 and $5.36 , respectively, representing the closing stock price on the date of grant. These shares will vest in three equal installments on each of the first three anniversaries of the date of grant. The total compensation expense, classified within Payroll and related on the condensed consolidated statements of operations, related to restricted stock was $805 for the three months ended March 31, 2019 , compared to $606 for the comparable prior-year period. The Company adjusted the forfeiture estimates to reflect actual forfeitures. The forfeiture adjustment reduced stock-based compensation expense by $7 and $4 for the three months ended March 31, 2019 and 2018 . As of March 31, 2019 , a total of $6,281 in unrecognized compensation expense related to restricted stock awards is expected to be recognized over a weighted-average period of 2.3 years . Stock Grants The Company issued 53,692 shares of common stock to members of the Company’s Board of Directors in respect of their annual retainer on February 1, 2019. The fair value of the shares issued was $5.96 per share and was expensed upon the date of grant. The total compensation expense, classified within general and administrative expenses, related to Board of Directors common stock grants was $320 for each of the three months ended March 31, 2019 and 2018 . Management Stock Purchase Plan The Company adopted the 2018 Management Stock Purchase Plan in January 2018, and amended and restated it in March 2018 (the “MSPP”). The purpose of the MSPP is to provide eligible employees of the Company (corporate title of Director or above) an opportunity to voluntarily purchase the Company’s stock in a convenient manner. As of March 31, 2019 , shares purchased under this plan did not have a material impact on the Company’s financial statements. Pursuant to the MSPP, eligible employees may elect to use up to 20% of their cash compensation (as defined in the MSPP), but in no event more than $200 in any calendar year, to purchase the Company’s common stock generally on a quarterly basis on the open market through a broker (such purchased shares being referred to as “MSPP Shares”). If the participant holds the MSPP Shares for the requisite period specified in the Plan ( two years from the purchase date) and remains an employee of the Company, the participant will receive an award of shares of restricted stock under the Company’s 2006 Stock Incentive Plan, as amended, in an amount equal to the number of MSPP Shares that satisfied the holding period. The award will vest on the second anniversary of the award date so long as the participant remains an employee on the vesting date. Awards granted under the Stock Incentive Plan in any calendar year as a result of participants holding the MSPP Shares for the requisite period will be the lesser of (i) 50% of the shares available for grant under the Stock Incentive Plan and (ii) the number of MSPP Shares that have satisfied the two year holding period. Employee Stock Purchase Plan In May 2018, the Company’s shareholders approved the Town Sports International Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”), effective as of June 15, 2018. Under the ESPP, an aggregate of 800,000 shares of common stock (subject to certain adjustments to reflect changes in the Company’s capitalization) are reserved and may be purchased by eligible employees who become participants in the ESPP. The purchase price per share of the common stock will be the lesser of 85% of the fair market value of a share of common stock on the offering date or 85% of the fair market value of a share of common stock on the purchase date. As of March 31, 2019 , there were 782,947 shares of common stock available for issuance pursuant to the ESPP. Total compensation expense, classified within Payroll and related on the condensed consolidated statements of operations, related to ESPP was $7 for the three months ended March 31, 2019 . There was no compensation expense related to ESPP for the three months ended 2018 . The fair value of the purchase rights granted under the ESPP for the offering period beginning March 15, 2019 was $1.25 . It was estimated by applying the Black-Scholes option-pricing model to the purchase period in the offering period using the following assumptions: March 15, 2019 Grant price $ 5.50 Expected term 3 months Expected volatility 37.58 % Risk-free interest rate 2.42 % Expected dividend yield — % Grant price - Closing stock price on the first day of the offering period. Expected Term - The expected term is based on the end date of the purchase period of each offering period, which is three months from the commencement of each new offering period. Expected volatility - The expected volatility is based on historical volatility of the Company’s stock as well as the implied volatility from publicly traded options on the Company’s stock. Risk-free interest rate - The risk-free interest rate is based on a U.S. Treasury rate in effect on the date of grant with a term equal to the expected term. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill was allocated to reporting units that closely reflect the regions served by the Company: New York, Boston, Washington, D.C., Philadelphia, Florida, California, Puerto Rico and Switzerland. The Company has acquired several clubs in 2018 and the first quarter of 2019 and has recorded goodwill as applicable to the appropriate regions. For more information on these acquisitions, refer to Note 12 - Acquisitions. Goodwill for all acquisitions was recorded at fair value at the time of such acquisitions and may have changes to the balances up to one year after acquisition. As of March 31, 2019 , the New York, Boston, California, Florida, Puerto Rico and Switzerland regions have a goodwill balance. Beginning in the first quarter of 2018, the Company’s annual goodwill impairment test is performed on August 1, or more frequently, should circumstances change which would indicate the fair value of goodwill is below its carrying amount. The Company has historically performed its goodwill impairment test annually as of the last day of February. As of February 28, 2018, the Company performed a goodwill impairment test on the Switzerland region in line with the historical policy. As of August 1, 2018, the Company performed a goodwill impairment test on the New York, Boston, California and Switzerland regions, which was within 12 months of the related acquisitions. For the Florida and Puerto Rico regions, the acquired goodwill was related to the acquisitions of clubs after the annual testing date. As such, these intangible assets were recorded at fair value at the time of acquisitions. The next goodwill impairment test for all reporting units will be August 1, 2019, which is within 12 months of the acquisitions. The Company’s annual goodwill impairment tests as of August 1, 2018 and February 28, 2018 were performed by comparing the fair value of the Company’s reporting unit with its carrying amount and then recognizing an impairment charge, as necessary, for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The estimated fair value was determined by using an income approach. The income approach was based on discounted future cash flows and required significant assumptions, including estimates regarding revenue growth rates, operating margins, weighted average cost of capital, and future economic and market conditions. The August 1, 2018 and February 28, 2018 annual impairment tests supported the goodwill balance and as such, no impairment of goodwill was required. The changes in the carrying amount of goodwill from December 31, 2018 through March 31, 2019 are detailed in the chart below: New York Boston California Florida Puerto Rico Switzerland Outlier 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 Goodwill purchase accounting adjustments (5 ) (14 ) — 141 — — — 122 Changes due to foreign currency exchange rate fluctuations — — — — — (16 ) — (16 ) Balance as of March 31, 2019 $ 6,822 $ 7,559 $ 1,584 $ 10,646 $ 2,380 $ 1,030 $ — $ 30,021 Amortization expense was $746 and $478 for the three months ended March 31, 2019 and 2018 , respectively. Intangible assets are as follows: As of March 31, 2019 As of December 31, 2018 Gross Carrying Accumulated Net Intangible Gross Carrying Accumulated Net Intangible Membership lists $ 7,264 $ (4,714 ) $ 2,550 $ 7,042 $ (4,224 ) $ 2,818 Favorable lease commitment (1) — — — 2,390 (553 ) 1,837 Non-compete agreement 3,762 (449 ) 3,313 3,050 (295 ) 2,755 Trade names 5,272 (410 ) 4,862 2,337 (308 ) 2,029 $ 16,298 $ (5,573 ) $ 10,725 $ 14,819 $ (5,380 ) $ 9,439 (1) Balances in favorable lease commitment as of March 31, 2019 were reclassified to Operating lease right-of-use assets in connection with ASU 2016-02, Leases (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. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisitions of businesses are accounted for in accordance with ASC 805, Business Combinations and ASU 2017-01. According to ASC 805, transactions that represent business combinations should be accounted for under the acquisition method. In addition, the ASC 805 includes a subtopic which provides guidance on transactions sometimes associated with business combinations but that do not meet the requirements to be accounted for as business combinations under the acquisition method. Under the acquisition method, the purchase price is allocated to the assets acquired and the liabilities assumed based on their respective estimated fair values as of the acquisition date. Any excess of the purchase price over the fair values of the assets acquired and liabilities assumed was allocated to goodwill. The results of operations of the clubs acquired have been included in the Company’s condensed consolidated financial statements from the date of acquisition. The Company incurred acquisition-related costs of $149 and $405 in the three months ended March 31, 2019 and 2018 respectively. These costs are included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Acquisition of Around the Clock Fitness In February 2019, the Company acquired Around The Clock Fitness for a purchase price of $22,222 and a net cash purchase price of $21,667 . The acquisition added six clubs to the Company's portfolio in Florida. The following table summarizes the allocation of the purchase price to the fair value of the assets and liabilities acquired. The purchase price allocation presented below has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized. February 2019 Allocation of purchase price: Fixed Assets $ 10,616 Goodwill 8,038 Definite lived intangible assets: Trade name 2,222 Membership list 222 Non-compete agreement 1,425 Operating lease right-of-use assets 17,812 Operating lease liabilities (18,212 ) Deferred revenue (456 ) Total allocation of purchase price $ 21,667 The goodwill recognized represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The goodwill associated with this acquisition is partially attributable to the avoided costs of acquiring the assembled workforce and is deductible for tax purposes in its entirety. The definite lived intangible assets acquired are being amortized over their estimated useful lives with the membership lists over the estimated average membership life, the trade name over eight years and the non-compete agreement over the contract life of five years . In the three months ended March 31, 2019 , the Company recorded revenue of $1,086 and net income of $25 related to Around the Clock Fitness. Such amounts are included in the respective accompanying condensed consolidated statements of operations. Acquisition in the Boston Metropolitan Region In December 2018, the Company acquired four existing clubs in the Boston metropolitan region for a purchase price of $12,500 and a net cash purchase price of $12,267 and was accounted for as a business combination. The following table summarizes the allocation of the purchase price to the fair value of the assets and liabilities acquired. The purchase price allocation presented below has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized. December 2018 Allocation of purchase price: Fixed assets $ 3,680 Goodwill 6,484 Definite lived intangible assets: Membership list 1,435 Trade name 248 Non-compete agreement 717 Deferred revenue (297 ) Total allocation of purchase price $ 12,267 The goodwill recognized represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The goodwill associated with this acquisition is partially attributable to the avoided costs of acquiring the assembled workforce and is deductible for tax purposes in its entirety. The definite lived intangible assets acquired are being amortized over their estimated useful lives with the membership lists over the estimated average membership life, the trade name over three years and the non-compete agreement over the contract life of five years . In the three months ended March 31, 2019 , the Company recorded revenue of $3,159 associated with these clubs and net loss of $117 . Such amounts are included in the respective accompanying condensed consolidated statements of operations. Acquisition of LIV Fitness In September 2018, the Company acquired LIV Fitness for a purchase price of $5,000 and net cash purchase price of $4,930 . The acquisition added two clubs to the Company’s portfolio in Puerto Rico. These clubs continue to operate under the LIV Fitness trade name. The purchase price allocation presented below has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized. September 2018 Allocation of purchase price: Fixed assets $ 2,134 Goodwill 2,380 Definite lived intangible assets: Membership list 480 Trade name 340 Non-compete agreement 320 Operating lease right-of-use assets (400 ) Deferred revenue (324 ) Total allocation of purchase price $ 4,930 The goodwill recognized represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The goodwill associated with this acquisition is partially attributable to the avoided costs of acquiring the assembled workforce and is deductible for tax purposes in its entirety. The definite lived intangible assets acquired are being amortized over their estimated useful lives with the membership lists being amortized over the estimated average membership life, the trade name over 13 years, the non-compete agreement over the contract life of five years, and the unfavorable lease commitment through March 31, 2023, the remaining life of the lease. In the three months ended March 31, 2019 , the Company recorded revenue of $1,194 and net loss of $634 related to LIV Fitness. Such amounts are included in the respective accompanying condensed consolidated statements of operations. Acquisition in the New York Metropolitan Region In September 2018, the Company acquired 60% of two existing clubs in the New York metropolitan region, with the seller retaining the other 40% . As a result, these two clubs became majority owned subsidiaries of the Company. This acquisition added two clubs to the Company’s portfolio in the New York Metropolitan region and will operate under the New York Sports Clubs brand. The following table summarizes an estimated allocation of the purchase price of the assets and liabilities acquired. 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 The goodwill recognized represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The goodwill associated with this acquisition is partially attributable to the avoided costs of acquiring the assembled workforce and is deductible for tax purposes in its entirety. In the three months ended March 31, 2019 , the Company recorded revenue of $491 and net loss attributable to Town Sports International Holdings, Inc. and subsidiaries of $ 426 related to these two clubs. Such amounts are included in the respective accompanying condensed consolidated statements of operations. Acquisition of Palm Beach Sports Clubs In August 2018, the Company acquired 85% of three clubs in Florida, with the seller retaining the other 15% , for a purchase price of $7,307 and a net cash purchase price of $6,697 and branded them “Palm Beach Sports Clubs”. A net amount of $610 is owed to the seller over the next four years. As a result, Palm Beach Sports Clubs became a majority owned subsidiary of the Company. The acquisition added three clubs to the Company’s portfolio in the Florida region and was accounted for as a business combination. The acquisition also included the purchase of a building in which one of the three clubs operates. The following table summarizes the allocation of the purchase price to the fair value of the assets and liabilities acquired. The purchase price allocation presented below has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized. August 2018 Allocation of purchase price: Fixed assets $ 5,646 Goodwill 2,608 Definite lived intangible assets: Membership list 288 Amount due to seller, net (610 ) Deferred revenue (740 ) Non-controlling interest (495 ) Total allocation of purchase price $ 6,697 The goodwill recognized represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The goodwill associated with this acquisition is partially attributable to the avoided costs of acquiring the assembled workforce and is deductible for tax purposes in its entirety. The definite lived intangible assets acquired are amortized over their estimated useful lives with the membership lists being amortized over the estimated average membership life. In the three months ended March 31, 2019 , the Company recorded revenue of $1,446 and net income of $100 related to Palm Beach Sports Clubs. Such amounts are included in the respective accompanying condensed consolidated statements of operations. Acquisition of Total Woman Gym and Spa Business In April 2018, the Company acquired substantially all of the assets of the Total Woman Gym and Spa business for a purchase price of $8,000 and a net cash purchase price of $7,265 . The acquisition added 12 clubs to the Company’s portfolio in California and was accounted for as a business combination. The clubs continue to operate under the Total Woman Gym and Spa trade name. The following table summarizes the allocation of the purchase price to the fair value of the assets and liabilities acquired. The purchase price allocation presented below has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized. 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 The goodwill recognized represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The goodwill associated with this acquisition is partially attributable to the avoided costs of acquiring the assembled workforce and is deductible for tax purposes in its entirety. The definite lived intangible assets acquired are being amortized over their estimated useful lives of 15 years for the trade name, and through June 30, 2026, the remaining life of the related lease, for the favorable lease commitment. In the three months ended March 31, 2019 , the Company recorded revenue of $5,323 and net loss of $149 related to Total Woman Gym and Spa. Such amounts are included in the respective accompanying condensed consolidated statements of operations. Acquisition in the Boston Metropolitan Region In January 2018, the Company acquired an existing club in the Boston metropolitan region for a purchase price of $2,750 and a net cash purchase price of $2,866 and was accounted for as a business combination. The following table summarizes the allocation of the purchase price to the fair value of the assets and liabilities acquired. 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 The goodwill recognized represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The goodwill associated with this acquisition is partially attributable to the avoided costs of acquiring the assembled workforce and is deductible for tax purposes in its entirety. The definite lived intangible assets acquired are being amortized over their estimated useful lives with the membership list over the estimated average membership life and the non-compete agreement over the contract life of five years. In the three months ended March 31, 2019 , the Company recorded revenue of $1,400 and net income of $110 related to this club. Such amounts are included in the respective accompanying condensed consolidated statements of operations. Unaudited Pro forma Results The following table provides the Company’s consolidated unaudited pro forma revenues, net income and net income per basic and diluted common share had the results of the acquired businesses’ operations been included in its operations commencing on January 1, 2017, based on available information related to the respective operations. This pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized by the Company had the acquisitions been consummated at the beginning of the period for which the pro forma information is presented, or of future results and does not account for any operational improvements to be made by the Company post-acquisition. Three Months Ended March 31, 2019 2018 Revenue $ 118,560 $ 123,642 Net (loss) income including non-controlling interests $ (2,154 ) $ 1,582 (Loss) earnings per share: Basic $ (0.08 ) $ 0.06 Diluted $ (0.08 ) $ 0.06 Asset Acquisitions In January 2018, the Company acquired a building and the land it occupies in the Florida region, as well as a single health club located on the premises for a purchase price of $4,039 . Of the total purchase price, $2,691 was attributed to the building, $1,021 was attributed to the land, and the remainder of the purchase price was primarily attributed to the equipment, intangible assets and deferred revenue. This transaction was accounted for as an asset acquisition. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax provision inclusive of valuation allowance of $74 and $78 for the three months ended March 31, 2019 and 2018 , respectively, reflecting a negative effective income tax rate of 3% for the three months ended March 31, 2019 and a positive effective income tax rate of 6% for the three months ended March 31, 2018 . For the three months ended March 31, 2019 and 2018 , the Company calculated its income tax provision using the estimated annual effective tax rate methodology. On December 22, 2017, the U.S. President signed into law H.R.1, formerly known as the Tax Cuts and Jobs Act (the “Tax Legislation”). The Tax Legislation significantly revises the U.S. tax code by among other items lowering the U.S federal statutory income tax rate from 35% to 21% . The Company has computed its income tax provision for the three months ended March 31, 2019 and 2018 considering this new rate. The Company also initially recorded the applicable impact of the Tax Legislation within its provision for income taxes in the year ended December 31, 2017. As of March 31, 2019 and December 31, 2018 , the Company maintained a full valuation allowance against its net deferred tax assets. As of March 31, 2019 , the Company had $1,155 of unrecognized tax benefits and it is reasonably possible that the entire amount could be realized by the Company in the year ending December 31, 2019 , since the related income tax returns may no longer be subject to audit in 2019 . From time to time, the Company is under audit by federal, state, and local tax authorities and the Company may be liable for additional tax obligations and may incur additional costs in defending any claims that may arise. During the quarter ended March 31, 2019 , the Company completed its audit by the Internal Revenue Service for federal income tax returns for the years ended December 31, 2014, 2015 and 2016, resulting in no material changes. The following state and local jurisdictions are currently examining our respective returns for the years indicated: New York State (2006 through 2014), and New York City (2006 through 2014). In particular, the Company disagrees with the proposed assessment dated December 12, 2016 from the State of New York and attended a conciliation conference with the New York State Department of Taxation and Finance Audit section on June 7, 2017. No settlement was reached at the conference and the proposed assessment was sustained. As such, in a revised letter dated November 30, 2017, the Company received from the State of New York a revised assessment related to tax years 2006-2009 for approximately $5,097 , inclusive of approximately $2,419 of interest. The Company has appealed the assessment with the New York State Division of Tax Appeals. On November 17, 2017, the Company was notified that the State of New York proposed an adjustment in the amount of approximately $3,906 for the years 2010 to 2014, inclusive of approximately $757 in interest. In November 2018, we met with the Department officials for the assessment related to 2010 to 2014. The meeting ended with the company disagreeing with the proposed assessment for the years in audit. Subsequently, in a letter dated February 4, 2019, the interest amount is revised to $1,203 . The Company disagrees to the proposed assessment and the Company has consented to extend such assessment period through December 31, 2019. The Company is also under examination in New York City (2006 through 2014). New York City Department of Finance has proposed an audit change notice to the Company dated May 2, 2018, for the tax years ended December 31, 2006 through December 31, 2009 for proposed general corporation tax liability in the amount of $4,797 plus $4,138 in interest. In a letter dated January 18, 2019, NYC Department of finance has issued a proposed general tax liability of $5,599 , inclusive of $1,569 in interest for audit periods 2010 to 2014. The Company disagrees with the proposed assessment and the Company has consented to extend such assessment period through September 31, 2019. The Company has not recorded a tax reserve related to these proposed assessments. It is difficult to predict the final outcome or timing of resolution of any particular matter regarding these examinations. An estimate of the reasonably possible changes to unrecognized tax benefits within the next 12 months cannot be made. In March 2018, Commonwealth of Massachusetts began an audit of state tax filing of the company for the state of Massachusetts for the 12 month periods ending December 31, 2014, 2015 and 2016. The Company has agreed to extend the assessment period for state of Massachusetts through March 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies On February 7, 2007, in an action styled White Plains Plaza Realty, LLC v. TSI LLC et al., the landlord of one of TSI LLC’s former health and fitness clubs filed a lawsuit in the Appellate Division, Second Department of the Supreme Court of the State of New York against it and two of its health club subsidiaries alleging, among other things, breach of lease in connection with the decision to close the club located in a building owned by the plaintiff and leased to a subsidiary of TSI LLC, the tenant, and take additional space in a nearby facility leased by another subsidiary of TSI LLC. Following a determination of an initial award, which TSI LLC and the tenant have paid in full, the landlord appealed the trial court’s award of damages, and on August 29, 2011, an additional award (amounting to approximately $900 ) (the “Additional Award”), was entered against the tenant, which has recorded a liability. Separately, TSI LLC is party to an agreement with a third-party developer, which by its terms provides indemnification for the full amount of any liability of any nature arising out of the lease described above, including attorneys’ fees incurred to enforce the indemnity. As a result, the developer reimbursed TSI LLC and the tenant the amount of the initial award in installments over time and also agreed to be responsible for the payment of the Additional Award, and the tenant has recorded a receivable related to the indemnification for the Additional Award. The developer and the landlord are currently litigating the payment of the Additional Award and judgment was entered against the developer on June 5, 2013, in the amount of approximately $1,000 , plus interest, which judgment was upheld by the appellate court on April 29, 2015. TSI LLC does not believe it is probable that TSI LLC will be required to pay for any amount of the Additional Award. In addition to the litigation discussed above, the Company is involved in various other lawsuits, claims and proceedings incidental to the ordinary course of business, including personal injury, landlord tenant disputes, construction matters, employee and member relations, and Telephone Consumer Protection Act claims (a number of which purport to represent a class and one of which was brought by the Washington, D.C. Attorney General’s Office). The results of litigation are inherently unpredictable. Any claims against the Company, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. The results of these other lawsuits, claims and proceedings cannot be predicted with certainty. The Company establishes accruals for loss contingencies when it has determined that a loss is probable and that the amount of loss, or range of loss, can be reasonably estimated. Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances. The Company concluded that an accrual for any such matters is not required as of March 31, 2019 . The Company assigned its interest, and is contingently liable, under a real estate lease. This lease expires in 2020. As of March 31, 2019 , the undiscounted payments the Company could be required to make in the event of non-payment by the primary lessee was approximately $789 . The Company has not recorded a liability with respect to this guarantee obligation as of March 31, 2019 as it concluded that payment under this lease guarantee was not probable. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”. This new guidance requires a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. Also, capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. This standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of this standard is permitted. The Company is evaluating the impact of this standard on its financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The updated standard expands the range of transactions that qualify for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase the transparency as to the scope and results of hedging programs. This standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this updated guidance for the fiscal year beginning January 1, 2019 with no material impact on its financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). ASU 2016-02 requires an entity to recognize a right-of-use asset (“ROU”) and lease liability for all leases and provide enhanced disclosures. Recognition, measurement, and presentation of expenses will depend on classification as a finance lease or an operating lease. On January 1, 2019, the Company adopted Topic 842 using the modified retrospective approach. Results for reporting periods after January 1, 2019 are presented under Topic 842, while prior periods have not been adjusted. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. Refer to Note 6 - Leases for further detail. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Disaggregation of Revenue | The following table presents our revenue by type: Three Months Ended March 31, 2019 2018 Membership dues $ 88,823 $ 82,281 Initiation and processing fees 429 337 Membership revenue 89,252 82,618 Personal training revenue 19,489 18,253 Other ancillary club revenue 6,399 4,804 Ancillary club revenue 25,888 23,057 Fees and other revenue 1,458 1,436 Total revenue $ 116,598 $ 107,111 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | March 31, 2019 December 31, 2018 2013 Term Loan Facility outstanding principal balance $ 197,315 $ 197,835 Finance lease liabilities 4,562 3,817 Less: Unamortized discount (1,686 ) (1,936 ) Less: Deferred financing costs (549 ) (634 ) Less: Current portion due within one year (21,395 ) (21,080 ) Long-term portion $ 178,247 $ 178,002 |
Leases Leases (Tables)
Leases Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Assets And Liabilities Lessee | The balance sheet classification of lease assets and liabilities was as follows: Balance Sheet Classification March 31, 2019 Assets Operating lease assets, gross Operating lease right-of-use assets, net $ 619,919 Accumulated amortization Operating lease right-of-use assets, net (17,444 ) Total operating lease assets Operating lease right-of-use assets, net 602,475 Fixed assets, gross Fixed assets, net 5,279 Accumulated depreciation Fixed assets, net (712 ) Total finance lease assets Fixed assets, net 4,567 Total lease assets $ 607,042 Liabilities Current Operating leases Current portion of operating lease liabilities $ 71,436 Finance leases Current portion of long-term debt 1,175 Non-current Operating leases Long-term operating lease liabilities 573,788 Finance leases Long-term debt 3,387 Total lease liabilities $ 649,786 The weighted average remaining lease term and weighted average discount rate were as follows: March 31, 2019 Weighted average remaining lease term (years) Operating leases 9.1 years Finance leases 3.7 years Weighted average discount rate Operating leases 7.9 % Finance leases 8.3 % |
Schedule of Components of Leveraged Lease Investments | The components of lease costs were as follows: Statement of Operations Classification Three Months Ended March 31, 2019 Operating lease costs Club operating $ 30,022 Amortization of lease assets Depreciation and amortization 259 Interest on lease liabilities Interest expense 54 Finance lease costs 313 Variable lease costs Club operating 210 Sublease income Fees and other revenue 866 Total lease costs $ 31,411 As of March 31, 2019, the maturities of our lease liabilities were as follows: Operating Leases Finance Leases Total 2019 $ 90,427 $ 1,120 $ 91,547 2020 118,132 1,466 119,598 2021 110,063 1,446 111,509 2022 101,529 991 102,520 2023 92,793 239 93,032 2024 and thereafter 421,478 — 421,478 Total lease payments 934,422 5,262 939,684 Less: imputed interest (289,198 ) (700 ) (289,898 ) Lease liabilities $ 645,224 $ 4,562 $ 649,786 |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2018, future minimum rental payments by fiscal year under non-cancelable leases and future capital lease payments are shown in the chart below. Minimum Year Ending December 31, 2019 $ 110,215 2020 107,143 2021 96,768 2022 83,766 2023 70,892 2024 and thereafter 325,644 |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company, as landlord, leases space to third party tenants under non-cancelable operating leases and licenses. In addition to base rent, certain leases provide for additional rent based on increases in real estate taxes, indexation, utilities and defined amounts based on the operating results of the lessee. The sub-leases expire at various times through January 2023. As of December 31, 2018, future minimum rentals receivable by fiscal year under non-cancelable leases are shown in the chart below. Minimum Year Ending December 31, 2019 $ 2,477 2020 1,658 2021 1,189 2022 485 2023 5 2024 and thereafter — |
Supplemental Cash Flows | Supplemental cash flow information related to leases was as follows: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 29,503 Operating cash flows from finance leases $ 54 Financing cash flows from finance leases $ 189 Leased assets obtained in exchange for new operating lease liabilities $ 17,812 Leased assets obtained in exchange for new finance lease liabilities $ 934 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended March 31, 2019 2018 Weighted average number of common shares outstanding — basic 26,443,946 25,709,031 Effect of dilutive share based awards — 607,481 Weighted average number of common shares outstanding — diluted 26,443,946 26,316,512 (Loss) earnings per share: Basic $ (0.08 ) $ 0.04 Diluted $ (0.08 ) $ 0.04 |
Schedule of Error Corrections and Prior Period Adjustments | The effects of the revision had the following impact for the three months ended March 31, 2018: Three Months Ended March 31, 2018 (As Reported) (Adjustment) (As Revised) Weighted average number of common shares outstanding — basic 26,246,610 (537,579 ) 25,709,031 Effect of dilutive share based awards 607,481 — 607,481 Weighted average number of common shares outstanding — diluted 26,854,091 (537,579 ) 26,316,512 Earnings per share: Basic $ 0.04 $ — $ 0.04 Diluted $ 0.04 $ — $ 0.04 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Stock Purchase Plan Valuation Assumptions | It was estimated by applying the Black-Scholes option-pricing model to the purchase period in the offering period using the following assumptions: March 15, 2019 Grant price $ 5.50 Expected term 3 months Expected volatility 37.58 % Risk-free interest rate 2.42 % Expected dividend yield — % |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill from December 31, 2018 through March 31, 2019 are detailed in the chart below: New York Boston California Florida Puerto Rico Switzerland Outlier 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 Goodwill purchase accounting adjustments (5 ) (14 ) — 141 — — — 122 Changes due to foreign currency exchange rate fluctuations — — — — — (16 ) — (16 ) Balance as of March 31, 2019 $ 6,822 $ 7,559 $ 1,584 $ 10,646 $ 2,380 $ 1,030 $ — $ 30,021 |
Schedule of Finite Lived Intangible Assets | Intangible assets are as follows: As of March 31, 2019 As of December 31, 2018 Gross Carrying Accumulated Net Intangible Gross Carrying Accumulated Net Intangible Membership lists $ 7,264 $ (4,714 ) $ 2,550 $ 7,042 $ (4,224 ) $ 2,818 Favorable lease commitment (1) — — — 2,390 (553 ) 1,837 Non-compete agreement 3,762 (449 ) 3,313 3,050 (295 ) 2,755 Trade names 5,272 (410 ) 4,862 2,337 (308 ) 2,029 $ 16,298 $ (5,573 ) $ 10,725 $ 14,819 $ (5,380 ) $ 9,439 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Net Assets Acquired | The purchase price allocation presented below has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized. 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 The following table summarizes an estimated allocation of the purchase price of the assets and liabilities acquired. 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 The following table summarizes the allocation of the purchase price to the fair value of the assets and liabilities acquired. 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 The purchase price allocation presented below has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized. August 2018 Allocation of purchase price: Fixed assets $ 5,646 Goodwill 2,608 Definite lived intangible assets: Membership list 288 Amount due to seller, net (610 ) Deferred revenue (740 ) Non-controlling interest (495 ) Total allocation of purchase price $ 6,697 The purchase price allocation presented below has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized. December 2018 Allocation of purchase price: Fixed assets $ 3,680 Goodwill 6,484 Definite lived intangible assets: Membership list 1,435 Trade name 248 Non-compete agreement 717 Deferred revenue (297 ) Total allocation of purchase price $ 12,267 The purchase price allocation presented below has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized. February 2019 Allocation of purchase price: Fixed Assets $ 10,616 Goodwill 8,038 Definite lived intangible assets: Trade name 2,222 Membership list 222 Non-compete agreement 1,425 Operating lease right-of-use assets 17,812 Operating lease liabilities (18,212 ) Deferred revenue (456 ) Total allocation of purchase price $ 21,667 The purchase price allocation presented below has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized. September 2018 Allocation of purchase price: Fixed assets $ 2,134 Goodwill 2,380 Definite lived intangible assets: Membership list 480 Trade name 340 Non-compete agreement 320 Operating lease right-of-use assets (400 ) Deferred revenue (324 ) Total allocation of purchase price $ 4,930 |
Unaudited Pro Forma Results | The following table provides the Company’s consolidated unaudited pro forma revenues, net income and net income per basic and diluted common share had the results of the acquired businesses’ operations been included in its operations commencing on January 1, 2017, based on available information related to the respective operations. This pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized by the Company had the acquisitions been consummated at the beginning of the period for which the pro forma information is presented, or of future results and does not account for any operational improvements to be made by the Company post-acquisition. Three Months Ended March 31, 2019 2018 Revenue $ 118,560 $ 123,642 Net (loss) income including non-controlling interests $ (2,154 ) $ 1,582 (Loss) earnings per share: Basic $ (0.08 ) $ 0.06 Diluted $ (0.08 ) $ 0.06 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019USD ($)club | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of clubs | club | 189 | |
Average Member Life | 20 months | 26 months |
Annual fees, amortization period | 12 months | |
Decrease in revenue | $ 167 | |
Increase in net loss | $ 147 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 116,598 | $ 107,111 |
Membership dues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 88,823 | 82,281 |
Initiation and processing fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 429 | 337 |
Membership revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 89,252 | 82,618 |
Personal training revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 19,489 | 18,253 |
Other ancillary club revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 6,399 | 4,804 |
Ancillary club revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 25,888 | 23,057 |
Fees and other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,458 | $ 1,436 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019USD ($)jurisdictionsession | Dec. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Average Member Life | 20 months | 26 months |
Deferred revenue | $ 42,194 | $ 37,459 |
Deferred revenue recognized | $ 12,624 | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Number of personal training sessions per month | session | 4 | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Number of personal training sessions per month | session | 12 | |
Initiation and processing fees | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue, amortization period | 12 months | |
Personal training revenue | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 12,400 | $ 12,400 |
Number of jurisdictions in which expired sessions are not escheatable | jurisdiction | 6 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Nov. 15, 2013 |
Debt Instrument [Line Items] | |||
Financial lease liability | $ 4,562,000 | ||
Capital lease liability | $ 3,817,000 | ||
Less: Unamortized discount | (1,686,000) | (1,936,000) | |
Less: Deferred financing costs | (549,000) | (634,000) | |
Less: Current portion due within one year | (21,395,000) | (21,080,000) | |
Long-term portion | 178,247,000 | 178,002,000 | |
Secured Debt | 2013 Term Loan Facility | |||
Debt Instrument [Line Items] | |||
2013 Term Loan Facility outstanding principal balance | $ 197,315,000 | $ 197,835,000 | $ 325,000,000 |
Less: Unamortized discount | $ (1,625,000) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | Nov. 08, 2018USD ($) | Nov. 15, 2013USD ($) | Apr. 30, 2019USD ($) | Oct. 31, 2017USD ($) | May 31, 2017USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||||
Debt, unamortized discount | $ 1,686,000 | $ 1,936,000 | |||||
Debt instrument, face amount | $ 5,000,000 | ||||||
Debt instrument, periodic payment, percentage of principal | 1.00% | ||||||
Debt instrument, periodic payment of principal | $ 50,000 | ||||||
Dividends paid | $ 35,000,000 | ||||||
Cash and cash equivalents | 37,180,000 | 48,088,000 | |||||
Loan facility balance, net of unamortized debt discount | 195,080,000 | ||||||
LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 9.55% | ||||||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding | 1,974,000 | ||||||
2013 Senior Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 370,000,000 | ||||||
Maximum percentage available on line of credit due to exceeded maximum leverage ratio | 25.00% | ||||||
Maximum available amount on line of credit | $ 11,250,000 | ||||||
Debt instrument, periodic payment of principal | $ 18,138,000 | ||||||
Threshold from sale of assets used towards mandatory prepayments | $ 30,000,000 | ||||||
Excess cash flow | 36,276,000 | ||||||
2013 Senior Credit Facility | Line of Credit | Leverage Ratio, Greater Than 2.50 | |||||||
Debt Instrument [Line Items] | |||||||
Maximum leverage ratio | 2.5 | ||||||
Excess cash flow repayment, percentage | 50.00% | ||||||
2013 Senior Credit Facility | Line of Credit | Leverage Ratio, Greater than 2.00 but Less than 2.50 | |||||||
Debt Instrument [Line Items] | |||||||
Maximum leverage ratio | 2 | ||||||
Excess cash flow repayment, percentage | 25.00% | ||||||
2013 Senior Credit Facility | Line of Credit | Leverage Ratio, Less Than or Equal to 2.00 | |||||||
Debt Instrument [Line Items] | |||||||
Excess cash flow repayment, percentage | 0.00% | ||||||
2013 Senior Credit Facility | Line of Credit | Leverage Ratio, Dividend Payment | |||||||
Debt Instrument [Line Items] | |||||||
Maximum leverage ratio | 4 | ||||||
2013 Senior Credit Facility | Line of Credit | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.50% | ||||||
2013 Senior Credit Facility | Line of Credit | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.50% | ||||||
2013 Term Loan Facility | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal balance | $ 325,000,000 | $ 197,315,000 | 197,835,000 | ||||
Proceeds from 2013 term loan facility | $ 323,375,000 | ||||||
Debt instrument, discount percentage | 0.50% | ||||||
Debt, unamortized discount | $ 1,625,000 | ||||||
Percent of amendment fee paid to consenting lenders | 0.25% | ||||||
Principal payment on term loan facility | $ 26,704,000 | ||||||
Term after which excess cash flow is paid (in days) | 95 days | ||||||
Unamortized debt issuance costs | $ 549,000 | ||||||
2013 Term Loan Facility | Secured Debt | Level 2 | |||||||
Debt Instrument [Line Items] | |||||||
Fair market value of debt | $ 191,395,000 | $ 183,987,000 | |||||
Long term debt fair value, percentage | 97.00% | 93.00% | |||||
2013 Term Loan Facility | Secured Debt | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate floor | 2.00% | ||||||
2013 Term Loan Facility | Secured Debt | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate floor | 1.00% | ||||||
2013 Revolving Loan Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | ||||||
Maximum available portion currently available revolving facility | 20.00% | ||||||
Maximum utilization, amount | $ 3,000,000 | ||||||
Minimum leverage ratio | 4 | ||||||
Maximum leverage ratio | 4.5 | ||||||
2013 Revolving Loan Facility | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding | $ 2,459,000 | ||||||
Unutilized portion of the 2013 Revolving Loan Facility | 12,541,000 | ||||||
TSI Group | |||||||
Debt Instrument [Line Items] | |||||||
Cash balance | $ 3,173,000 | ||||||
Minimum | 2013 Revolving Loan Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Available portion currently available revolving facility | $ 15,000,000 | ||||||
Maximum | 2013 Revolving Loan Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Available portion currently available revolving facility | $ 45,000,000 |
Mortgage and Term Loan (Details
Mortgage and Term Loan (Details) | Aug. 03, 2018USD ($)payment | Apr. 24, 2018USD ($)payment | Mar. 31, 2019USD ($) | May 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 5,000,000 | |||
TSI - Donald Ross Realty LLC Mortgage | Mortgage Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 3,150,000 | |||
Debt instrument, stated interest rate | 5.36% | |||
Debt instrument, number of monthly payments | payment | 120 | |||
Debt instrument, term | 25 years | |||
Outstanding principal balance, mortgage term note | $ 3,114,000 | |||
Outstanding principal balance, term note | $ 36,000 | |||
Dixie Highway Realty Mortgage | ||||
Debt Instrument [Line Items] | ||||
Minimum required cash balance, operating account | $ 500,000 | |||
Dixie Highway Realty Mortgage | Mortgage Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 1,880,000 | |||
Debt instrument, stated interest rate | 5.46% | |||
Debt instrument, number of monthly payments | payment | 120 | |||
Debt instrument, term | 25 years | |||
Outstanding principal balance, mortgage term note | $ 1,847,000 | |||
Outstanding principal balance, term note | 33,000 | |||
Dixie Highway Realty Mortgage | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 500,000 | |||
Debt instrument, stated interest rate | 5.30% | |||
Debt instrument, number of monthly payments | payment | 60 | |||
Outstanding principal balance, mortgage term note | 418,000 | |||
Outstanding principal balance, term note | $ 82,000 |
Leases Leases- Additional Infor
Leases Leases- Additional Information (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Letters of credit outstanding, amount related to leases | $ 4,018 |
Leases Leases- Balance Sheet Cl
Leases Leases- Balance Sheet Classification (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Assets [Abstract] | ||
Operating lease assets, gross | $ 619,919 | |
Accumulated amortization | (17,444) | |
Total operating lease assets | 602,475 | $ 0 |
Fixed assets, gross | 5,279 | |
Accumulated depreciation | (712) | |
Total finance lease assets | 4,567 | |
Total lease assets | 607,042 | |
Liabilities [Abstract] | ||
Current portion of operating lease liabilities | 71,436 | 0 |
Current portion of long-term debt | 1,175 | |
Long-term operating lease liabilities | 573,788 | $ 0 |
Long-term debt | 3,387 | |
Lease liabilities | $ 649,786 |
Leases Leases - Components of L
Leases Leases - Components of Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Amortization of lease assets | $ 259 |
Interest on lease liabilities | 54 |
Operating lease costs | 30,022 |
Finance lease costs | 313 |
Variable lease costs | 210 |
Sublease income | 866 |
Total lease costs | $ 31,411 |
Leases Leases - Maturities (Det
Leases Leases - Maturities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Finance Lease Liabilities, Payments, Due [Abstract] | |
2019 | $ 1,120 |
2020 | 1,466 |
2021 | 1,446 |
2022 | 991 |
2023 | 239 |
2024 and thereafter | 0 |
Total lease payments | 5,262 |
Less: interest | (700) |
Lease liabilities | 4,562 |
Operating Lease Liabilities, Payments Due [Abstract] | |
2019 | 90,427 |
2020 | 118,132 |
2021 | 110,063 |
2022 | 101,529 |
2023 | 92,793 |
2024 and thereafter | 421,478 |
Total lease payments | 934,422 |
Less: imputed interest | 289,198 |
Lease liabilities | 645,224 |
2019 | 91,547 |
2020 | 119,598 |
2021 | 111,509 |
2022 | 102,520 |
2023 | 93,032 |
2024 and thereafter | 421,478 |
Total lease payments | 939,684 |
Less: imputed interest | (289,898) |
Lease liabilities | $ 649,786 |
Leases Leases - Minimum Rental
Leases Leases - Minimum Rental Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 110,215 |
2020 | 107,143 |
2021 | 96,768 |
2022 | 83,766 |
2023 | 70,892 |
2024 and thereafter | $ 325,644 |
Leases Leases - Sub-Lease Incom
Leases Leases - Sub-Lease Income (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 2,477 |
2020 | 1,658 |
2021 | 1,189 |
2022 | 485 |
2023 | 5 |
2024 and thereafter | $ 0 |
Leases Leases - Weighted Averag
Leases Leases - Weighted Average (Details) | Mar. 31, 2019 |
Leases [Abstract] | |
Finance leases | 9 years 1 month |
Finance Lease, Weighted Average Remaining Lease Term | 3 years 8 months |
Operating leases | 7.90% |
Finance leases | 8.30% |
Leases Leases - Supplemental Ca
Leases Leases - Supplemental Cash Flow (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from finance leases | $ 29,503 |
Operating cash flows from finance leases | 54 |
Financing cash flows from finance leases | 189 |
Leased assets obtained in exchange for new operating lease liabilities | 17,812 |
Leased assets obtained in exchange for new finance lease liabilities | $ 934 |
Related Party (Details)
Related Party (Details) - Firm - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | May 01, 2017 | |
Related Party Transaction [Line Items] | |||
Legal fees | $ 66 | $ 67 | |
Firm Retainer | |||
Related Party Transaction [Line Items] | |||
Monthly retainer fee payable | $ 21 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)financial_institution | Dec. 31, 2018USD ($) | |
Risks and Uncertainties [Abstract] | ||
Number of financial institutions with cash deposits held (more than 1) | financial_institution | 1 | |
Cash and cash equivalents held at one financial institution | $ 20,337 | |
Cash and cash equivalents | $ 37,180 | $ 48,088 |
Earnings (Loss) Per Share - Wei
Earnings (Loss) Per Share - Weighted-Average Common Shares (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Weighted average number of common shares outstanding — basic (in shares) | 26,443,946 | 25,709,031 |
Effect of dilutive share based awards (in shares) | 0 | 607,481 |
Weighted average number of common shares outstanding — diluted (in shares) | 26,443,946 | 26,316,512 |
(Loss) earnings per share: | ||
Basic (in dollars per share) | $ (0.08) | $ 0.04 |
Diluted (in dollars per share) | $ (0.08) | $ 0.04 |
Antidilutive shares (in shares) | 0 | 8,474 |
Earnings (Loss) Per Share - Eff
Earnings (Loss) Per Share - Effects of Revision (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings per share: | ||
Weighted average number of common shares outstanding — basic (in shares) | 26,443,946 | 25,709,031 |
Effect of dilutive share based awards (in shares) | 0 | 607,481 |
Weighted average number of common shares outstanding — diluted (in shares) | 26,443,946 | 26,316,512 |
(Loss) earnings per share: | ||
Basic (in dollars per share) | $ (0.08) | $ 0.04 |
Diluted (in dollars per share) | $ (0.08) | $ 0.04 |
As Reported | ||
Earnings per share: | ||
Weighted average number of common shares outstanding — basic (in shares) | 26,246,610 | |
Effect of dilutive share based awards (in shares) | 607,481 | |
Weighted average number of common shares outstanding — diluted (in shares) | 26,854,091 | |
(Loss) earnings per share: | ||
Basic (in dollars per share) | $ 0.04 | |
Diluted (in dollars per share) | $ 0.04 | |
Adjustment | ||
Earnings per share: | ||
Weighted average number of common shares outstanding — basic (in shares) | (537,579) | |
Effect of dilutive share based awards (in shares) | 0 | |
Weighted average number of common shares outstanding — diluted (in shares) | (537,579) | |
(Loss) earnings per share: | ||
Basic (in dollars per share) | $ 0 | |
Diluted (in dollars per share) | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Mar. 20, 2019 | Mar. 15, 2019 | Feb. 01, 2019 | Jan. 21, 2019 | Jun. 15, 2018 | May 31, 2017 | May 31, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Apr. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ 0 | $ 0 | ||||||||
Fair value of purchase rights | $ 1.25 | |||||||||
Employee Stock Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized | 800,000 | |||||||||
Share-based compensation expense | $ 7,000 | 0 | ||||||||
Purchase price per share of common stock, percent | 85.00% | |||||||||
Common stock available for issuance | 782,947 | |||||||||
2006 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized | 4,500,000 | 3,500,000 | ||||||||
Additional shares authorized | 2,000,000 | 1,000,000 | ||||||||
Expiration period (in years) | 10 years | |||||||||
Shares available to be issued | 1,319,597 | |||||||||
Stock options outstanding (in shares) | 22,439 | |||||||||
Shares of restricted stock outstanding | 1,377,360 | |||||||||
Management Stock Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Maximum amount of cash compensation allowed towards purchase of stock, percent | 20.00% | |||||||||
Maximum amount of cash compensation allowed towards purchase of stock, amount | $ 200,000 | |||||||||
Holding period | 2 years | |||||||||
Shares available for grant, percent | 50.00% | |||||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of restricted stock | 27,987 | 13,423 | 672,300 | |||||||
Restricted stock awards (in usd) | $ 5.36 | $ 5.96 | $ 6.19 | |||||||
Share vest anniversaries | 3 years | |||||||||
Share-based compensation expense | $ 805,000 | 606,000 | ||||||||
Forfeiture adjustment reduced stock-based compensation expense | 7,000 | 4,000 | ||||||||
Unrecognized compensation expense | $ 6,281,000 | |||||||||
Restricted stock award, weighted-average period | 2 years 4 months | |||||||||
Common Stock Grants | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ 320,000 | $ 320,000 | ||||||||
Common stock issued to members (in shares) | 53,692 | |||||||||
Fair value of shares issued (in dollars per share) | $ 5.96 | |||||||||
Minimum | 2006 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized | 6,500,000 | |||||||||
Maximum | 2006 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized | 8,500,000 |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes Option-Pricing Model (Details) - Employee Stock Purchase Plan | Mar. 15, 2019$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant price (in dollars per share) | $ 5.5 |
Expected term | 3 months |
Expected volatility | 37.58% |
Risk-free interest rate | 2.42% |
Expected dividend yield | 0.00% |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Additional Information (Details) - USD ($) | Aug. 01, 2018 | Feb. 28, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment of goodwill | $ 0 | $ 0 | ||
Amortization expense | $ 746,000 | $ 478,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Change in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Goodwill | $ 73,312 | |
Changes due to foreign currency exchange rate fluctuations | $ (16) | (129) |
Less: accumulated impairment of goodwill | (51,306) | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 21,877 | |
Acquired goodwill (Refer to Note 12 - Acquisitions) | 8,038 | |
Goodwill purchase accounting adjustments | 122 | |
Changes due to foreign currency exchange rate fluctuations | (16) | (129) |
Goodwill, ending balance | 30,021 | 21,877 |
New York | ||
Goodwill [Line Items] | ||
Goodwill | 38,376 | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Less: accumulated impairment of goodwill | (31,549) | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 6,827 | |
Acquired goodwill (Refer to Note 12 - Acquisitions) | 0 | |
Goodwill purchase accounting adjustments | (5) | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Goodwill, ending balance | 6,822 | 6,827 |
Boston | ||
Goodwill [Line Items] | ||
Goodwill | 23,348 | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Less: accumulated impairment of goodwill | (15,775) | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 7,573 | |
Acquired goodwill (Refer to Note 12 - Acquisitions) | 0 | |
Goodwill purchase accounting adjustments | (14) | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Goodwill, ending balance | 7,559 | 7,573 |
California | ||
Goodwill [Line Items] | ||
Goodwill | 1,584 | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Less: accumulated impairment of goodwill | 0 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 1,584 | |
Acquired goodwill (Refer to Note 12 - Acquisitions) | 0 | |
Goodwill purchase accounting adjustments | 0 | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Goodwill, ending balance | 1,584 | 1,584 |
Florida | ||
Goodwill [Line Items] | ||
Goodwill | 2,467 | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Less: accumulated impairment of goodwill | 0 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 2,467 | |
Acquired goodwill (Refer to Note 12 - Acquisitions) | 8,038 | |
Goodwill purchase accounting adjustments | 141 | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Goodwill, ending balance | 10,646 | 2,467 |
Puerto Rico | ||
Goodwill [Line Items] | ||
Goodwill | 2,380 | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Less: accumulated impairment of goodwill | 0 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 2,380 | |
Acquired goodwill (Refer to Note 12 - Acquisitions) | 0 | |
Goodwill purchase accounting adjustments | 0 | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Goodwill, ending balance | 2,380 | 2,380 |
Switzerland | ||
Goodwill [Line Items] | ||
Goodwill | 1,175 | |
Changes due to foreign currency exchange rate fluctuations | (16) | (129) |
Less: accumulated impairment of goodwill | 0 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 1,046 | |
Acquired goodwill (Refer to Note 12 - Acquisitions) | 0 | |
Goodwill purchase accounting adjustments | 0 | |
Changes due to foreign currency exchange rate fluctuations | (16) | (129) |
Goodwill, ending balance | 1,030 | 1,046 |
Outlier Clubs | ||
Goodwill [Line Items] | ||
Goodwill | 3,982 | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Less: accumulated impairment of goodwill | (3,982) | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 0 | |
Acquired goodwill (Refer to Note 12 - Acquisitions) | 0 | |
Goodwill purchase accounting adjustments | 0 | |
Changes due to foreign currency exchange rate fluctuations | 0 | 0 |
Goodwill, ending balance | $ 0 | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 16,298 | $ 14,819 |
Accumulated Amortization | (5,573) | (5,380) |
Net Intangible Assets | 10,725 | 9,439 |
Membership Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,264 | 7,042 |
Accumulated Amortization | (4,714) | (4,224) |
Net Intangible Assets | 2,550 | 2,818 |
Favorable Lease Commitment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0 | 2,390 |
Accumulated Amortization | 0 | (553) |
Net Intangible Assets | 0 | 1,837 |
Non-compete Agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,762 | 3,050 |
Accumulated Amortization | (449) | (295) |
Net Intangible Assets | 3,313 | 2,755 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,272 | 2,337 |
Accumulated Amortization | (410) | (308) |
Net Intangible Assets | $ 4,862 | $ 2,029 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | |||||||
Feb. 28, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($)club | Aug. 31, 2018USD ($)club | Apr. 30, 2018USD ($)club | Jan. 31, 2018USD ($) | Mar. 31, 2019USD ($)club | Mar. 31, 2018USD ($) | Dec. 01, 2018USD ($)club | |
Business Acquisition [Line Items] | |||||||||
Number of clubs | club | 189 | ||||||||
Revenues | $ 116,598,000 | $ 107,111,000 | |||||||
Net income (loss) | (2,199,000) | 1,129,000 | |||||||
California | Total Woman | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of clubs | club | 12 | ||||||||
Around the Clock Fitness | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price, including future consideration | $ 22,222,000 | ||||||||
Total allocation of purchase price | $ 21,667,000 | ||||||||
Number of clubs | club | 6 | ||||||||
Revenues | $ 1,086,000 | ||||||||
Net income (loss) | 25,000 | ||||||||
Around the Clock Fitness | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 8 years | ||||||||
Around the Clock Fitness | Non-compete Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 5 years | ||||||||
Acquistion in the Boston Metropolitan Region, December 2018 | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price, including future consideration | $ 12,500 | ||||||||
Total allocation of purchase price | $ 12,267,000 | ||||||||
Number of clubs | club | 4 | ||||||||
Revenues | 3,159,000 | ||||||||
Net income (loss) | (117,000) | ||||||||
Acquistion in the Boston Metropolitan Region, December 2018 | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 5 years | ||||||||
Acquistion in the Boston Metropolitan Region, December 2018 | Non-compete Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 3 years | ||||||||
LIV Fitness | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price, including future consideration | $ 5,000,000 | ||||||||
Total allocation of purchase price | $ 4,930,000 | ||||||||
Number of clubs | club | 2 | ||||||||
Consideration transferred | $ 4,930,000 | ||||||||
Revenues | 1,194,000 | ||||||||
Net income (loss) | (634,000) | ||||||||
LIV Fitness | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 13 years | ||||||||
Existing Clubs In New York Metropolitan Region | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of clubs | club | 2 | ||||||||
Revenues | 491,000 | ||||||||
Net income (loss) | (426,000) | ||||||||
Percentage acquired | 60.00% | ||||||||
Percentage retained by seller | 40.00% | ||||||||
Existing Clubs In New York Metropolitan Region | New York | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of clubs | club | 2 | ||||||||
Palm Beach Sports Clubs | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price, including future consideration | $ 7,307,000 | ||||||||
Number of clubs | club | 3 | ||||||||
Consideration transferred | $ 6,697,000 | ||||||||
Revenues | 1,446,000 | ||||||||
Net income (loss) | 100,000 | ||||||||
Percentage acquired | 85.00% | ||||||||
Percentage retained by seller | 15.00% | ||||||||
Amount due to seller, net | $ 610,000 | ||||||||
Amount due to seller, net, term | 4 years | ||||||||
Total Woman | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price, including future consideration | $ 8,000 | ||||||||
Total allocation of purchase price | 7,265,000 | ||||||||
Consideration transferred | $ 7,265,000 | ||||||||
Revenues | 5,323,000 | ||||||||
Net income (loss) | (149,000) | ||||||||
Total Woman | Trade Names | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 15 years | ||||||||
Acquisition in the Boston Metropolitan Region, January 2018 | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price, including future consideration | $ 2,750,000 | ||||||||
Consideration transferred | $ 2,866,000 | ||||||||
Revenues | 1,400,000 | ||||||||
Net income (loss) | (110,000) | ||||||||
Acquisition in the Boston Metropolitan Region, January 2018 | Non-compete Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 5 years | ||||||||
General and Administrative Expense | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition costs incurred | $ 149,000 | $ 405,000 |
Acquisitions - Schedule of Net
Acquisitions - Schedule of Net Assets Acquired (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 01, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 30,021 | $ 21,877 | |||||
Around the Clock Fitness | |||||||
Business Acquisition [Line Items] | |||||||
Fixed assets | 10,616 | ||||||
Goodwill | 8,038 | ||||||
Operating lease right-of-use assets | (17,812) | ||||||
Operating lease liabilities | (18,212) | ||||||
Deferred revenue | (456) | ||||||
Total allocation of purchase price | 21,667 | ||||||
Around the Clock Fitness | Membership Lists | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | 222 | ||||||
Around the Clock Fitness | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | 2,222 | ||||||
Around the Clock Fitness | Non-compete Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | $ 1,425 | ||||||
Acquistion in the Boston Metropolitan Region, December 2018 | |||||||
Business Acquisition [Line Items] | |||||||
Fixed assets | 3,680 | ||||||
Goodwill | 6,484 | ||||||
Deferred revenue | (297) | ||||||
Total allocation of purchase price (less noncontrolling interest) | 12,267 | ||||||
Total allocation of purchase price | $ 12,267 | ||||||
Acquistion in the Boston Metropolitan Region, December 2018 | Membership Lists | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | 1,435 | ||||||
Acquistion in the Boston Metropolitan Region, December 2018 | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | 248 | ||||||
Acquistion in the Boston Metropolitan Region, December 2018 | Non-compete Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | $ 717 | ||||||
LIV Fitness | |||||||
Business Acquisition [Line Items] | |||||||
Fixed assets | $ 2,134 | ||||||
Goodwill | 2,380 | ||||||
Operating lease right-of-use assets | (400) | ||||||
Deferred revenue | (324) | ||||||
Total allocation of purchase price | 4,930 | ||||||
LIV Fitness | Membership Lists | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | 480 | ||||||
LIV Fitness | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | 340 | ||||||
LIV Fitness | Non-compete Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | 320 | ||||||
Existing Clubs In New York Metropolitan Region | |||||||
Business Acquisition [Line Items] | |||||||
Fixed assets | 703 | ||||||
Goodwill | 232 | ||||||
Capital lease liability | (76) | ||||||
Other assets and liabilities assumed, net | (106) | ||||||
Deferred revenue | (476) | ||||||
Total allocation of purchase price (less noncontrolling interest) | $ 277 | ||||||
Palm Beach Sports Clubs | |||||||
Business Acquisition [Line Items] | |||||||
Fixed assets | $ 5,646 | ||||||
Goodwill | 2,608 | ||||||
Amount due to seller, net | (610) | ||||||
Deferred revenue | (740) | ||||||
Non-controlling interest | (495) | ||||||
Total allocation of purchase price (less noncontrolling interest) | 6,697 | ||||||
Palm Beach Sports Clubs | Membership Lists | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | $ 288 | ||||||
Total Woman | |||||||
Business Acquisition [Line Items] | |||||||
Fixed assets | $ 8,064 | ||||||
Goodwill | 1,584 | ||||||
Working capital, net | 161 | ||||||
Deferred revenue | (4,546) | ||||||
Total allocation of purchase price | 7,265 | ||||||
Total Woman | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | 1,562 | ||||||
Total Woman | Favorable Lease Commitment | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | $ 440 | ||||||
Existing Club and Property in Boston Metropolitan Region | |||||||
Business Acquisition [Line Items] | |||||||
Fixed assets | $ 982 | ||||||
Goodwill | 1,075 | ||||||
Working capital, net | 130 | ||||||
Deferred revenue | (321) | ||||||
Total allocation of purchase price | 2,866 | ||||||
Existing Club and Property in Boston Metropolitan Region | Membership Lists | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | 600 | ||||||
Existing Club and Property in Boston Metropolitan Region | Non-compete Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Definite lived intangible assets | $ 400 |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Business Combinations [Abstract] | ||
Revenue | $ 118,560 | $ 123,642 |
Net (loss) income including non-controlling interests | $ (2,154) | $ 1,582 |
(Loss) earnings per share: | ||
Basic (in dollars per share) | $ (0.08) | $ 0.06 |
Diluted (in dollars per share) | $ (0.08) | $ 0.06 |
Acquisitions - Asset Acquisitio
Acquisitions - Asset Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Asset Acquisition [Line Items] | |||
Assets acquired | $ 0 | $ 3,989 | |
Existing Club In Florida Region | |||
Asset Acquisition [Line Items] | |||
Assets acquired | $ 4,039 | ||
Existing Club In Florida Region | Building | |||
Asset Acquisition [Line Items] | |||
Assets acquired | 2,691 | ||
Existing Club In Florida Region | Land | |||
Asset Acquisition [Line Items] | |||
Assets acquired | $ 1,021 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Feb. 04, 2019 | Jan. 18, 2019 | May 02, 2018 | Nov. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 |
Income Tax Contingency [Line Items] | ||||||
Provision for corporate income taxes | $ 74,000 | $ 78,000 | ||||
Effective income tax rate | 3.00% | 6.00% | ||||
Unrecognized tax benefits | $ 1,155,000 | |||||
Tax Year 2006 Though 2009 | New York State Division of Taxation and Finance | ||||||
Income Tax Contingency [Line Items] | ||||||
Proposed tax assessment | $ 5,097,000 | |||||
Interest portion of the proposed tax assessment | 2,419,000 | |||||
Tax Year 2006 Though 2009 | New York City Department Of Finance | ||||||
Income Tax Contingency [Line Items] | ||||||
Proposed tax assessment | $ 5,599,000 | $ 4,797,000 | ||||
Interest portion of the proposed tax assessment | $ 1,569,000 | $ 4,138,000 | ||||
Tax Year 2010 Though 2014 | ||||||
Income Tax Contingency [Line Items] | ||||||
Interest portion of the proposed tax assessment | $ 1,203 | |||||
Tax Year 2010 Though 2014 | New York State Division of Taxation and Finance | ||||||
Income Tax Contingency [Line Items] | ||||||
Proposed tax assessment | 3,906,000 | |||||
Interest portion of the proposed tax assessment | $ 757,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 05, 2013 | Mar. 31, 2019 | Aug. 29, 2011 |
Loss Contingencies [Line Items] | |||
Potential lease guarantor obligations, undiscounted payments | $ 789 | ||
Action Styled White Plains Realty Vs Town Sports International | |||
Loss Contingencies [Line Items] | |||
Additional damages | $ 900 | ||
Damages awarded | $ 1,000 |
Uncategorized Items - club-2019
Label | Element | Value | |
Restricted Cash | us-gaap_RestrictedCash | $ 1,973,000 | [1] |
Restricted Cash | us-gaap_RestrictedCash | 1,974,000 | [1] |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,604,000 | |
Parent [Member] | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,604,000 | |
Retained Earnings [Member] | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,604,000 | |
[1] | (a) Restricted cash associated with certain letters of credit to secure lease related obligations. |