Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 23, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | TOWN SPORTS INTERNATIONAL HOLDINGS INC | |
Entity Central Index Key | 1,281,774 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 24,478,344 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 98,359 | $ 93,452 |
Accounts receivable (less allowance for doubtful accounts of $2,633 and $2,511 as of June 30, 2015 and December 31, 2014, respectively) | 3,250 | 3,656 |
Inventory | 328 | 573 |
Deferred tax assets | 1,757 | 724 |
Prepaid corporate income taxes | 14,970 | 11,588 |
Prepaid expenses and other current assets | 12,340 | 12,893 |
Total current assets | 131,004 | 122,886 |
Fixed assets, net | 221,714 | 233,644 |
Goodwill | 1,111 | 32,593 |
Intangible assets, net | 192 | 394 |
Deferred tax assets | 10 | 0 |
Deferred membership costs | 6,807 | 7,396 |
Other assets | 12,809 | 12,920 |
Total assets | 373,647 | 409,833 |
Current liabilities: | ||
Current portion of long-term debt | 3,114 | 3,114 |
Accounts payable | 5,753 | 2,873 |
Accrued expenses | 31,450 | 26,702 |
Accrued interest | 130 | 376 |
Dividends payable | 194 | 291 |
Deferred revenue | 47,220 | 36,950 |
Deferred tax liabilities | 11 | 300 |
Total current liabilities | 87,872 | 70,606 |
Long-term debt | 295,845 | 296,757 |
Building financing arrangement | 83,900 | 83,400 |
Dividends payable | 142 | 211 |
Deferred lease liabilities | 53,277 | 53,847 |
Deferred tax liabilities | 1,818 | 11,999 |
Deferred revenue | 3,096 | 2,455 |
Other liabilities | 9,282 | 8,642 |
Total liabilities | $ 535,232 | $ 527,917 |
Commitments and Contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value; no shares issued and outstanding at both June 30, 2015 and December 31, 2014 | ||
Common stock, $0.001 par value; issued and outstanding 24,478,344 and 24,322,249 shares at June 30, 2015 and December 31, 2014, respectively | $ 24 | $ 24 |
Additional paid-in capital | (9,042) | (10,055) |
Accumulated other comprehensive (loss) income | (127) | 395 |
Accumulated deficit | (152,440) | (108,448) |
Total stockholders’ deficit | (161,585) | (118,084) |
Total liabilities and stockholders’ deficit | $ 373,647 | $ 409,833 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 2,633 | $ 2,511 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 24,478,344 | 24,322,249 |
Common stock, shares outstanding | 24,478,344 | 24,322,249 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Club operations | $ 106,741 | $ 114,164 | $ 216,629 | $ 228,644 |
Fees and other | 1,555 | 1,533 | 3,091 | 2,956 |
Revenues | 108,296 | 115,697 | 219,720 | 231,600 |
Operating Expenses: | ||||
Payroll and related | 46,137 | 44,762 | 92,997 | 89,335 |
Club operating | 50,821 | 48,618 | 102,106 | 98,213 |
General and administrative | 8,039 | 7,506 | 16,448 | 15,787 |
Depreciation and amortization | 12,178 | 11,853 | 23,852 | 23,651 |
Impairment of fixed assets | 1,014 | 890 | 2,151 | 4,513 |
Impairment of goodwill | 31,558 | 0 | 31,558 | 137 |
Total operating expenses | 149,747 | 113,629 | 269,112 | 231,636 |
Operating (loss) income | (41,451) | 2,068 | (49,392) | (36) |
Interest expense | 5,188 | 4,697 | 10,358 | 9,408 |
Equity in the earnings of investees and rental income | (579) | (639) | (1,190) | (1,240) |
Loss before benefit for corporate income taxes | (46,060) | (1,990) | (58,560) | (8,204) |
Benefit for corporate income taxes | (14,992) | (1,071) | (14,728) | (3,770) |
Net loss | $ (31,068) | $ (919) | $ (43,832) | $ (4,434) |
Basic and diluted loss per share | $ (1.26) | $ (0.04) | $ (1.79) | $ (0.18) |
Weighted average number of shares used in calculating loss per share | 24,590,759 | 24,291,375 | 24,503,624 | 24,226,271 |
Dividends declared per common share | $ 0 | $ 0.16 | $ 0 | $ 0.32 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (31,068) | $ (919) | $ (43,832) | $ (4,434) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of tax of $0 for each of the three and six months ended June 30, 2015 and 2014 | 138 | (53) | 194 | 111 |
Interest rate swap, net of tax of $0 for each of the three and six months ended June 30, 2015 and 2014, respectively, and $384 and $526 for the comparable prior-year periods | 158 | (557) | (716) | (683) |
Total other comprehensive income (loss), net of tax | 296 | (610) | (522) | (572) |
Total comprehensive loss | $ (30,772) | $ (1,529) | $ (44,354) | $ (5,006) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||||
Foreign currency translation adjustment tax | $ 0 | $ 0 | $ 0 | $ 0 |
Interest rate swap tax | $ 0 | $ 384 | $ 0 | $ 526 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (43,832) | $ (4,434) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 23,852 | 23,651 |
Impairment of fixed assets | 2,151 | 4,513 |
Impairment of goodwill | 31,558 | 137 |
Amortization of debt discount | 645 | 649 |
Amortization of debt issuance costs | 393 | 584 |
Amortization of building financing costs | 63 | 0 |
Non-cash rental income, net of non-cash rental expense | (1,659) | (1,241) |
Share-based compensation expense | 973 | 1,132 |
Net change in deferred taxes | (11,513) | (5,593) |
Net change in certain operating assets and liabilities | 20,337 | 3,154 |
Decrease in membership costs | 589 | 649 |
Landlord contributions to tenant improvements | 296 | 650 |
Increase in insurance reserves | 115 | 245 |
Other | 340 | 135 |
Total adjustments | 68,140 | 28,665 |
Net cash provided by operating activities | 24,308 | 24,231 |
Cash flows from investing activities: | ||
Capital expenditures | (16,793) | (16,188) |
Change in restricted cash | (1,100) | 0 |
Deposit received in connection with building financing arrangement | 0 | 5,000 |
Net cash used in investing activities | (17,893) | (11,188) |
Cash flows from financing activities: | ||
Proceeds from building financing arrangement | 500 | 0 |
Principal payments on 2013 Term Loan Facility | (1,557) | (1,625) |
Debt issuance costs | (350) | 0 |
Cash dividends paid | (82) | (7,666) |
Redemption paid pursuant to the Rights Plan | (246) | 0 |
Proceeds from stock option exercises | 40 | 47 |
Net cash used in financing activities | (1,695) | (9,244) |
Effect of exchange rate changes on cash | 187 | 9 |
Net increase in cash and cash equivalents | 4,907 | 3,808 |
Cash and cash equivalents beginning of period | 93,452 | 73,598 |
Cash and cash equivalents end of period | 98,359 | 77,406 |
Summary of the change in certain operating assets and liabilities: | ||
Decrease in accounts receivable | 125 | 150 |
Decrease (increase) in inventory | 254 | (134) |
Decrease (increase) in prepaid expenses and other current assets | 2,662 | (284) |
Increase (decrease) in accounts payable, accrued expenses and accrued interest | 9,726 | (3,535) |
Change in prepaid corporate income taxes and corporate income taxes payable | (3,341) | 1,571 |
Increase in deferred revenue | 10,911 | 5,386 |
Net change in certain working capital components | 20,337 | 3,154 |
Supplemental disclosures of cash flow information: | ||
Cash payments for interest, net of capitalized interest | 8,565 | 8,622 |
Cash payments for income taxes | $ 64 | $ 173 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation As of June 30, 2015 , Town Sports International Holdings, Inc. (the “Company” or “TSI Holdings”), through its wholly-owned subsidiary, Town Sports International, LLC (“TSI, LLC”), operated 154 fitness clubs (“clubs”) and three BFX Studio locations. The clubs are composed of 106 clubs in the New York metropolitan market under the “New York Sports Clubs” brand name, 27 clubs in the Boston market under the “Boston Sports Clubs” brand name, 13 clubs ( two of which are partly-owned) in the Washington, D.C. market under the “Washington Sports Clubs” brand name, five clubs in the Philadelphia market under the “Philadelphia Sports Clubs” brand name and three clubs in Switzerland. 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”). The condensed consolidated financial statements should be read in conjunction with the Company’s December 31, 2014 consolidated financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . 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 adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the interim periods set forth herein. The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results for the entire year ending December 31, 2015 . Change in Estimated Average Membership Life The Company completed the process of introducing a new pricing strategy to a majority of its clubs called High Value Low Price ("HVLP"). As of June 30, 2015 , 123 clubs were under this new pricing strategy, with the remaining clubs principally comprising the Company's passport-only model. Prior to introducing the HVLP strategy, the Company tracked membership life of restricted members (primarily students and teachers) separately from unrestricted members. The Restricted Membership was discontinued with the transition to HVLP and therefore the Company now aggregates all members for purposes of tracking average membership life. For the three and six months ended June 30, 2015 and the full year ended December 31, 2014, the average membership life was 22 months . 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. Initiation and processing fees, as well as related direct and incremental expenses of membership acquisition, which include sales commissions, bonuses and related taxes and benefits, are currently deferred and recognized, on a straight-line basis, in operations over the estimated average membership life. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". This standard changes the presentation of debt issuance costs in the financial statements to present such costs as a direct deduction from the related debt liability rather than as an asset. Amortization of debt issuance costs will be reported as interest expense. This standard is effective for annual reporting periods beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items." This guidance eliminates the concept of extraordinary items from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, the ASU does not affect the reporting and disclosure requirements for an event that is unusual in nature or infrequent in occurrence. This guidance is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. In November 2014, the FASB issued ASU No. 2014-16, "Derivatives and Hedging" (Topic 815): "Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity, which provides guidance on identifying whether the nature of the host contract in a hybrid instrument is in the form of debt or equity". This standard requires management to consider the stated and implied substantive terms and features of the hybrid financial instrument, including the embedded derivative features, in order to determine whether the nature of the host contract is more akin to debt or to equity. The ASU is effective for annual periods and interim periods with those annual periods beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard requires management to evaluate, at each annual and interim reporting period, the Company’s ability to continue as a going concern within one year of the date the financial statements are issued and provide related disclosures. This accounting guidance is effective for the Company on a prospective basis for the annual period ending December 31, 2016 and is not expected to have a material effect on its financial statements. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”. The standard provides a single, comprehensive revenue recognition model for all contracts with customers and supersedes current revenue recognition guidance. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The new standard also includes enhanced disclosures which are significantly more comprehensive than those in existing revenue standards. The guidance is effective for annual and interim periods beginning after December 15, 2016. In April 2015, the FASB proposed deferring the effective date of ASU No. 2014-09 by one year, to annual reporting periods beginning after December 15, 2017. Early adoption will be permitted for annual reporting periods beginning after December 15, 2016. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The Company is evaluating the impact of this standard on its financial statements. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt June 30, 2015 December 31, 2014 2013 Term Loan Facility outstanding principal balance $ 306,727 $ 308,284 Less: Unamortized discount (7,768 ) (8,413 ) Less: Current portion due within one year (3,114 ) (3,114 ) Long-term portion $ 295,845 $ 296,757 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”), 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 $45,000 revolving loan facility maturing on November 15, 2018 (“2013 Revolving Loan Facility”). Proceeds from the 2013 Term Loan Facility of $323,375 were issued, net of an original issue discount (“OID”) of 0.5% , or $1,625 . Debt issuance costs recorded in connection with the 2013 Senior Credit Facility was $5,119 and will be amortized as interest expense and is included in other assets in the accompanying condensed consolidated balance sheets. The Company also recorded additional debt discount of $4,356 related to creditor fees. The proceeds from the 2013 Term Loan Facility were used to pay off amounts outstanding under the Company’s previously outstanding long-term debt facility originally entered into on May 11, 2011 (as amended from time to time), and to pay related fees and expenses. None of the revolving loan facility was drawn upon as of the closing date on November 15, 2013, but loans under the 2013 Revolving Loan Facility may be drawn from time to time pursuant to the terms of the 2013 Senior Credit Facility. 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. 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 initial 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 June 30, 2015 , TSI LLC has made a total of $18,273 in principal payments on the 2013 Term Loan Facility. The terms of the 2013 Senior Credit Facility provide for a financial covenant in the situation where the total utilization of the revolving loan commitments (other than letters of credit up to $5,500 at any time outstanding) exceeds 25% of the aggregate amount of those commitments. In such event, TSI, LLC is required to maintain a total leverage ratio, as defined in the 2013 Senior Credit Facility, of no greater than 4.50:1.00. While not subject to the total leverage ratio covenant as of June 30, 2015 as the Company’s only utilization of the 2013 Revolving Loan Facility as of June 30, 2015 was $2,850 of issued and outstanding letters of credit thereunder, because the Company’s total leverage ratio as of June 30, 2015 was in excess of 4.50 :1.00, the Company is currently not able to utilize more than 25% of the 2013 Revolving Loan Facility. The Company will continue not to be able to utilize more than 25% of the 2013 Revolving Loan Facility until it has a total leverage ratio of no greater than 4.50 :1.00. The 2013 Senior Credit Facility also contains certain affirmative and negative covenants, including covenants 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 shareholders; make payments on certain indebtedness; and enter into sale leaseback transactions, in each case, subject to certain qualifications and exceptions. In addition, at any time when the total leverage ratio is greater than 4.50 :1.00, there are additional limitations on the ability of TSI, LLC and Holdings II to, among other things, make certain distributions of cash to TSI Holdings. 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 connection with the sale of the East 86t h Street property, accounted for as a building financing arrangement, described in Note 5 – Building Financing Arrangement, the Company received approximately $43,500 in net sales proceeds (after taxes, before giving effect to utilization of net operating losses and carryforwards) during the third quarter of 2014. Accordingly, the Company made a mandatory prepayment of $13,500 on the 2013 Term Loan Facility in November 2014. In connection with this mandatory prepayment, during the year ended December 31, 2014, the Company recorded loss on extinguishment of debt of $493 , consisting of the write-off of unamortized debt issuance costs and debt discount of $119 and $374 , respectively. To the extent the proceeds of the sale of the East 86th Street property are not reinvested, the Company may be required to use such amounts, other than amounts used in 2014 to repay debt, to pay down its outstanding debt, as provided under the terms of its 2013 Senior Credit Facility. Based on increased capital expenditures related to the building of new clubs and new BFX Studio locations, the Company does not expect to be required to make a payment at any time. In addition, the 2013 Senior Credit Facility contains provisions that require excess cash flow payments, as defined, 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. The first excess cash flow payment would have been due in April 2015. The excess cash flow calculation performed as of December 31, 2014 did not result in any required payments in April 2015. The second excess cash flow payment is due in April 2016, if applicable. Based on the Company’s unit growth projection and capital expenditures related to club renovations, the building of new clubs and new BFX Studio locations, together with its operating forecast, the Company does not expect there will be an excess cash flow payment required at that time. As of June 30, 2015 , the 2013 Term Loan Facility has a gross principal balance of $306,727 and a balance of $298,959 net of unamortized debt discount of $7,768 which is comprised of the unamortized portions of the OID recorded in connection with the May 11, 2011 debt issuance and the unamortized balance of the additional debt discounts recorded in connection with the first amendment and second amendment to the 2011 Senior Credit Facility. The unamortized debt discount balance is recorded as a contra-liability to long-term debt on the accompanying condensed consolidated balance sheet and is being amortized as interest expense using the effective interest method. As of June 30, 2015 , the unamortized balance of debt issuance costs of $3,307 is being amortized as interest expense, and is included in other assets in the accompanying condensed consolidated balance sheets. As of June 30, 2015 , there were no outstanding 2013 Revolving Loan Facility borrowings and outstanding letters of credit issued totaled $2,850 . The unutilized portion of the 2013 Revolving Loan Facility as of June 30, 2015 was $42,150 and the available unutilized portion, based on the Company’s total leverage ratio exceeding 4.50 :1.00, was $11,250 . On January 30, 2015, the 2013 Senior Credit Facility was amended (the "Amendment") to permit TSI Holdings to purchase term loans under the Credit Agreement. Any term loans purchased by TSI Holdings will be cancelled. 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. Fair Market Value Based on quoted market prices, the 2013 Term Loan Facility had a fair value of approximately $242,314 and $221,964 at June 30, 2015 and December 31, 2014 , 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. For the fair market value of the Company’s interest rate swap instrument refer to Note 4 — Derivative Financial Instruments. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments In its normal operations, the Company is exposed to market risks relating to fluctuations in interest rates. In order to minimize the possible negative impact of such fluctuations on the Company’s cash flows the Company may enter into derivative financial instruments (“derivatives”), such as interest-rate swaps. Derivatives are not entered into for trading purposes and the Company only uses commonly traded instruments. Currently, the Company has used derivatives solely relating to the variability of cash flows from interest rate fluctuations. The Company originally entered into an interest rate swap arrangement on July 13, 2011 in connection with the Company's previous credit facility. Effective as of November 15, 2013, the closing date of the 2013 Senior Credit Facility, the interest rate swap arrangement had a notional amount of $160,000 and will mature on May 15, 2018. The swap effectively converts $160,000 of the $325,000 total variable-rate debt under the 2013 Senior Credit Facility to a fixed rate of 5.384% , when including the applicable 3.50% margin. As permitted by FASB Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, the Company has designated this swap as a cash flow hedge, the effects of which have been reflected in the Company’s condensed consolidated financial statements as of and for the three and six months ended June 30, 2015 and 2014 . The objective of this hedge is to manage the variability of cash flows in the interest payments related to the portion of the variable-rate debt designated as being hedged. When the Company’s derivative instrument was executed, hedge accounting was deemed appropriate and it was designated as a cash flow hedge at inception with re-designation being permitted under ASC 815, Derivatives and Hedging. Interest rate swaps are designated as cash flow hedges for accounting purposes since they are being used to transform variable interest rate exposure to fixed interest rate exposure on a recognized liability (debt). On an ongoing basis, the Company performs a quarterly assessment of the hedge effectiveness of the hedge relationship and measures and recognizes any hedge ineffectiveness in the condensed consolidated statements of operations. For the three and six months ended June 30, 2015 and 2014 , hedge ineffectiveness was evaluated using the hypothetical derivative method. There was no hedge ineffectiveness for the three and six months ended June 30, 2015 and 2014 . Accounting guidance on fair value measurements specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: • Level 1—Quoted prices for identical instruments in active markets. • Level 2—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. • Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable . This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value for the Company’s interest rate swap is determined using observable current market information such as the prevailing Eurodollar interest rate and Eurodollar yield curve rates and include consideration of counterparty credit risk. The following table presents the aggregate fair value of the Company’s derivative financial instrument: Fair Value Measurements Using: Total Quoted Prices in Significant Other Significant Interest rate swap liability as of June 30, 2015 $ 2,010 $ — $ 2,010 $ — Interest rate swap liability as of December 31, 2014 $ 1,294 $ — $ 1,294 $ — The swap contract liability of $2,010 and $1,294 are recorded as a component of other liabilities as of June 30, 2015 and December 31, 2014 , respectively, with the offset to accumulated other comprehensive income ( $1,136 and $1,215 , net of taxes, as of June 30, 2015 and December 31, 2014 , respectively) on the accompanying condensed consolidated balance sheet. There were no significant reclassifications out of accumulated other comprehensive income during the three and six months ended June 30, 2015 and 2014 and the Company does not expect that significant derivative losses included in accumulated other comprehensive income at June 30, 2015 will be reclassified into earnings within the next 12 months . |
Building Financing Arrangement
Building Financing Arrangement | 6 Months Ended |
Jun. 30, 2015 | |
Building Financing Arrangement [Abstract] | |
Building Financing Arrangement | Building Financing Arrangement On September 12, 2014, the Company completed the legal sale of its property (building and land) on East 86th Street, New York City, to an unaffiliated third-party for gross proceeds of $85,650 , which includes $150 of additional payments to the Company. Concurrent with the closing of the transaction, the Company leased back the portion of the property comprising its health club. The Company expects to lease (“Initial Lease”) the premises to at least March 2016 and then, upon at least 120 days notice from the purchaser/landlord, the Initial Lease will terminate and the Company will vacate the property while the purchaser/landlord demolishes the existing building and the adjacent building and builds a new luxury, high-rise multi-use building. In connection with vacating the property, the Company intends to enter into a new lease (“New Club Lease”) for approximately 24,000 square feet in the new building for the purpose of operating a health club upon completion of construction by the purchaser/landlord. The term of the Initial Lease is 10 years, and at the end of this initial term, the Company has two options at its sole discretion to renew the lease; the first for an additional 10 year period and a second for an additional five year period (although the Company expects that the purchaser/landlord will exercise its right to early terminate the Initial Lease so that it may commence the construction of the new building). Under the Initial Lease (and New Club Lease if entered into), the purchaser/landlord has agreed to pay the Company liquidated damages if the new club is not available by a certain date. The latest date that the liquidated damages would begin to be paid would be April 13, 2020 and would continue until the new club is available. For accounting purposes, the nature of these potential liquidated damages constitutes continuing involvement with the purchaser/landlord’s development of the property. As a result of this continuing involvement, the sale-leaseback transaction is currently required to be accounted for as a financing arrangement rather than as a completed sale. Under this treatment, the Company has included the proceeds received as a financing arrangement on its balance sheet. Except for payments under the Initial Lease and the New Club Lease, the Company does not expect to make any cash payments to the purchaser/landlord with respect to the building financing arrangement. The Company recorded a taxable (for federal and state income tax purposes) gain on the sale of the property and made estimated tax payments in September 2014 in this regard. In March 2015, the Company received the remaining proceeds held in escrow of $500 , which was included in the Company's cash flow statement for the six months ended June 30, 2015 as a financing cash inflow. As of June 30, 2015 , the total financing arrangement was $83,900 , which is net of $1,750 held in escrow for the Company's former tenant. Because the transaction is characterized as a financing for accounting purposes rather than a sale, the rental payments and related transaction costs are treated as interest on the financing arrangement. As these interest amounts are less than the interest that would be charged under a typical financing, the financing is characterized as an interest only financing with no reduction in the principal throughout the Initial Lease term until any continuing involvement has ceased. Until such time, even though the Company no longer has legal title to the building and the land, the building, building improvements and land remain on the Company's consolidated balance sheet and the building and building improvements will continue to be depreciated over their remaining useful lives. Similarly, the Company does not have a loan or borrowing arrangement with the purchaser/landlord but the building financing arrangement will remain on the Company’s balance sheet until any continuing involvement has ceased. As of June 30, 2015 , the net book value of the building and building improvements was $2,986 and the book value of the land was $986 . As part of the transaction, the Company incurred $3,160 of real property transfer taxes, broker fees and other costs which will be deferred and amortized over the term of the Initial Lease of 25 years , which includes the option periods. The net fees are recorded in Other assets on the accompanying condensed consolidated balance sheets as of June 30, 2015 and December 31, 2014. Payments made under the Initial Lease, including rental income related to the Company’s tenant in the building that was assigned to the purchaser/landlord, are recognized as interest expense in the underlying financing arrangement. Included in the table below is the Company’s future lease commitment of $750 per year under the remaining term of the Initial Lease, which includes the options periods and will be recorded as interest expense. 12 months ending June 30, 2016 $ 750 2017 750 2018 750 2019 750 2020 750 2021 and thereafter 14,396 Minimum lease commitments $ 18,146 Not included in the table above are the cash rent portion of rental income related to the Company’s former tenant in the building ranging between $1,871 and $2,617 per year through March 2028 and the amortization of the deferred costs of $126 per year through September 2039, and such amounts will be recorded as interest expense (unless the purchaser/landlord exercises its right to terminate the lease before the end of the 10 -year Initial Lease). |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2015 | |
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 and the interest rate swap. Although the Company deposits its cash with more than one financial institution, as of June 30, 2015 , $79,571 of the cash balance of $98,359 was held at two financial institutions. 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. The counterparty to the Company’s interest rate swap is a major banking institution with a credit rating of investment grade or better and no collateral is required, and there are no significant risk concentrations. The Company believes the risk of incurring losses on derivative contracts related to credit risk is unlikely. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic earnings (loss) per share (“EPS”) is computed by dividing net earnings (loss) applicable to common stockholders by the weighted average numbers of shares of common stock outstanding during the period. Diluted EPS is computed similarly to basic EPS, except that the denominator is increased for the assumed exercise of dilutive stock options and unvested restricted stock calculated using the treasury stock method. For the three and six months ended June 30, 2015 and 2014 , there was no effect of dilutive stock options and unvested restricted common stock on calculation of diluted EPS as the Company had a net loss for these periods. As a result, the Company reported basic and diluted loss per share of $1.26 and $1.79 for the three and six months ended June 30, 2015 , respectively, and $0.04 and $0.18 for the comparable prior-year periods. If the Company had not been in a net loss position, there would have been anti-dilutive shares of 340,086 and 342,183 in the three and six months ended June 30, 2015 , respectively, and 393,736 and 293,867 in the comparable prior-year periods. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
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 (the “2006 Plan”) in May 2008, authorizes the Company to issue up to 3,000,000 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. In April 2015, the Company further amended the 2006 Plan to increase the aggregate number of shares of Common Stock issuable under the 2006 Plan by 500,000 shares to a total of 3,500,000 . 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. Certain options granted under the Company’s 2004 Common Stock Option Plan, as amended (the “2004 Plan”), generally qualified as “incentive 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 June 30, 2015 , there were 669,105 shares available to be issued under the 2006 Plan. At June 30, 2015 , the Company had no stock options outstanding under the 2004 Plan while the 2006 Plan had 984,666 stock options outstanding and 376,201 shares of restricted stock outstanding. Effective December 31, 2014, the Company’s Board of Directors adopted a stockholder rights plan (the "Rights Plan"). Pursuant to the Rights Plan, the Board of Directors declared a dividend distribution of one preferred share right (a "Right") for each share of Common Stock held as of January 12, 2015. Each Right entitled the holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock (the "Preferred Shares") at an initial exercise price of $15 , subject to certain adjustments. On March 24, 2015, the Company entered into a nomination and standstill agreement (the “Nomination and Standstill Agreement"). Pursuant to the Nomination and Standstill Agreement, the Company agreed to redeem, effective immediately, the rights issued pursuant to the Rights Plan. Pursuant to the terms of the Rights Plan, the Company paid a redemption price to the holders of the rights equal to $0.01 per right in cash, or $246 , on April 20, 2015. Stock Option Awards The Company did not grant any stock options during the six months ended June 30, 2015 . Total compensation expense related to stock options is classified within payroll and related on the condensed consolidated statements of operations. There was no compensation expense related to stock options in the three months ended June 30, 2015 . In the six months ended June 30, 2015 , compensation costs related to stock options was not material and was fully recognized in February 2015. In the three and six months ended June 30, 2014 , total compensation costs related to stock options was $106 and $212 , respectively. Restricted Stock Awards On March 2, 2015 , the Company issued 207,000 shares of restricted stock to employees. The fair value for these awards was $6.68 per share, representing the closing stock price on the date of grant. These shares will vest 25% per year over four years on the anniversary dates of the respective grants. The total compensation expense, classified within payroll and related on the condensed consolidated statements of operations, related to restricted stock was $136 and $528 for the three and six months ended June 30, 2015 , respectively, versus $368 and $676 for the comparable prior-year periods. In the three months ended June 30, 2015, the Company adjusted the forfeiture estimates to reflect actual forfeitures. The actual forfeitures experienced in the first half of 2015 differ from the Company's previous estimate mainly due to the termination of its Chief Executive Officer and President in June 2015. The impact of forfeiture adjustment reduced stock-based compensation expense by $275 for the three and six months ended June 30, 2015 . As of June 30, 2015 , a total of $1,865 in unrecognized compensation expense related to restricted stock awards is expected to be recognized over a weighted-average period of 2.9 years . Stock Grants In the six months ended June 30, 2015 , the Company issued shares of common stock to members of the Company’s Board of Directors in respect of their annual retainer. The total fair value of the shares issued was expensed upon the date of grant. The total compensation expense, classified within general and administrative expenses, related to Board of Director common stock grants was $445 and $245 for the six months ended June 30, 2015 and 2014 , respectively. There was no compensation expense related to Board of Director common stock grants for the three months ended June 30, 2015 and 2014 . Total shares issued to members of the Company's Board of Directors during the six months ended June 30, 2015 were: Grant Date Number of Shares Price Per Aggregate Grant February 2, 2015 35,764 $ 6.85 $ 245 March 24, 2015 31,845 $ 6.28 $ 200 |
Fixed Asset Impairment
Fixed Asset Impairment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Fixed Asset Impairment | Fixed Asset Impairment Fixed assets are evaluated for impairment periodically whenever events or changes in circumstances indicate that related carrying amounts may not be recoverable from undiscounted cash flows in accordance with FASB guidance. The Company’s long-lived assets and liabilities are grouped at the individual club level, which is the lowest level for which there are identifiable cash flows. To the extent that estimated future undiscounted net cash flows attributable to the assets are less than the carrying amount, an impairment charge equal to the difference between the carrying value of such asset and their fair values is recognized. In the three months ended June 30, 2015 , the Company tested 11 underperforming clubs and recorded an impairment charge of $1,014 on leasehold improvements and furniture and fixtures at four of these clubs that experienced decreased profitability and sales levels below expectations during this period. The seven other clubs tested that did not have impairment charges had an aggregate of $2,067 of net leasehold improvements and furniture and fixtures remaining as of June 30, 2015 . To the extent the HVLP pricing strategy does not meet the Company's current expectations, the Company may record additional impairment charges. In the six months ended June 30, 2015 , the Company recorded a total of $2,151 fixed asset impairment charges at nine clubs compared to impairment charges of $4,513 at eight clubs in the six months ended June 30, 2014 . The fixed asset impairment charges are included as a component of operating expenses in a separate line on the condensed consolidated statements of operations. In determining the recoverability of fixed assets, Level 3 inputs were used in determining undiscounted cash flows, which are based on internal budgets and forecasts through the end of the life of the primary asset in the asset group which is normally the life of leasehold improvements. The most significant assumptions in those budgets and forecasts relate to estimated membership and ancillary revenue, attrition rates, estimated results related to new program launches and maintenance capital expenditures, which are generally estimated at approximately 3% to 5% of total revenues depending upon the conditions and needs of a given club. The fair value of fixed assets evaluated for impairment is determined considering a combination of a market approach and a cost approach. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill has been allocated to reporting units that closely reflect the regions served by the Company’s four trade names: New York Sports Clubs (“NYSC”), Boston Sports Clubs (“BSC”), Washington Sports Clubs (“WSC”) and Philadelphia Sports Clubs (“PSC”), with certain more remote clubs that do not benefit from a regional cluster being considered single reporting units (“Outlier Clubs”), the Company’s three clubs located in Switzerland being considered a single reporting unit (“SSC”), and our BFX Studio ("BFX Studio"). As of June 30, 2015 , the NYSC region, WSC region, PSC region, the Outlier Clubs and BFX Studio do not have goodwill balances. The Company’s annual goodwill impairment test is performed on the last day of February, or more frequently, should circumstances change which would indicate the fair value of goodwill is below its carrying amount. The determination as to whether a triggering event exists that would warrant an interim review of goodwill and whether a write-down of goodwill is necessary involves significant judgment based on short-term and long-term projections of the Company. As a result of the significant decrease in market capitalization and a decline in the Company’s current performance primarily due to existing members downgrading their memberships to those with lower monthly dues and new members enrolling at lower rates, the Company performed an interim impairment test as of May 31, 2015. The Company’s current year annual goodwill impairment test as of February 28, 2015 and the interim test performed as of May 31, 2015 were performed using the two-step goodwill impairment analysis. Step 1 involves comparing the fair value of the Company’s reporting units to their carrying amounts. If the estimated fair value of the reporting unit is greater than its carrying amount, there is no requirement to perform step two of the impairment test, and there is no impairment. If the reporting unit’s carrying amount is greater than the estimated fair value, the second step must be completed to measure the amount of impairment, if any. Step 2 calculates the implied fair value of goodwill by deducting the estimated fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the estimated fair value of the reporting unit as determined in Step 1. The implied fair value of goodwill determined in this step is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment charge is recognized equal to the difference. As a result of the May 31, 2015 interim impairment test, the Company concluded that there would be no remaining implied fair value of goodwill attributable to the NYSC and BSC regions. Accordingly, in June 2015, the Company wrote off $31,558 of goodwill associated with these reporting units. The Company did not have a goodwill impairment charge in the SSC region as a result of the interim test given the profitability of this unit. The February 28, 2015 annual impairment test supported the recorded goodwill balance and as such no impairment of goodwill was required. The February 28, 2014 annual impairment test resulted in a goodwill impairment charge of $137 associated with the Outlier Clubs in the six months ended June 30, 2014 . For the May 31, 2015 and February 28, 2015 impairment tests, fair value was determined by using a weighted combination of two market-based approaches (weighted 50% collectively) and an income approach (weighted 50% ), as this combination was deemed to be the most indicative of the Company’s fair value in an orderly transaction between market participants. Under the market-based approaches, the Company utilized information regarding the Company, the Company’s industry as well as publicly available industry information to determine earnings multiples and sales multiples that are used to value the Company’s reporting units. Under the income approach, the Company determined fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn, which are unobservable Level 3 inputs, and taking into account the firm offer. The discounted estimates of future cash flows include significant management assumptions such as revenue growth rates, operating margins, weighted average cost of capital, and future economic and market conditions. The estimated weighted-average cost of capital of NYSC and SSC were 9.2% and 11.2% as of May 31, 2015, respectively, compared to 13.3% and 13.9% as of February 28, 2015. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and operating margins, discount rates and future market conditions, among others. These assumptions were determined separately for each reporting unit. The Company believes its assumptions are reasonable, however, there can be no assurance that the Company’s estimates and assumptions made for purposes of the Company’s goodwill impairment testing as of May 31, 2015 and February 28, 2015 will prove to be accurate predictions of the future. If the Company’s assumptions regarding forecasted revenue or margin growth rates of certain reporting units are not achieved, the Company may be required to record goodwill impairment charges in future periods, whether in connection with the Company’s next annual impairment testing or prior to that, if any such change constitutes a triggering event outside the quarter when the annual goodwill impairment test is performed. It is not possible at this time to determine if any such future impairment charge would result. The estimated fair value of SSC was greater than book value by 65% as of May 31, 2015 and 84% as of February 28, 2015. Solely for purposes of establishing inputs for the fair value calculation described above related to goodwill impairment testing, the Company made the following assumptions. The Company developed long-range financial forecasts ( three years) for all reporting units and assumed known changes in the existing club base. Terminal growth rates were calculated for years beyond the five year forecast. As of May 31, 2015, the Company used discount rates ranging from 8.2% to 11.2% and terminal growth rates ranging from 1.0% to 3.0% . As of February 28, 2015, the Company used discount rates ranging from 13.2% to 13.9% and terminal growth rates ranging from 0.5% to 3.0% . These assumptions are developed separately for each reporting unit. The changes in the carrying amount of goodwill from December 31, 2014 through June 30, 2015 are detailed in the charts below. NYSC BSC SSC Outlier Total Goodwill, net of accumulated amortization $ 31,549 $ 9 $ 1,035 $ 137 $ 32,730 Less: accumulated impairment of goodwill — — — (137 ) (137 ) Balance as of December 31, 2014 31,549 9 1,035 — 32,593 Changes due to foreign currency exchange rate fluctuations — — 76 — 76 Less: impairment of goodwill (31,549 ) (9 ) — — (31,558 ) Balance as of June 30, 2015 $ — $ — $ 1,111 $ — $ 1,111 Amortization expense was $79 and $202 for the three and six months ended June 30, 2015 , respectively, versus $128 and $257 for the comparable prior-year periods. Intangible assets are as follows: As of June 30, 2015 Gross Carrying Accumulated Net Intangible Membership lists $ 11,344 $ (11,344 ) $ — Management contracts 250 (93 ) 157 Trade names 40 (5 ) 35 $ 11,634 $ (11,442 ) $ 192 As of December 31, 2014 Gross Carrying Amount Accumulated Net Intangible Membership lists $ 11,344 $ (11,163 ) $ 181 Management contracts 250 (73 ) 177 Trade names 40 (4 ) 36 $ 11,634 $ (11,240 ) $ 394 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the six months ended June 30, 2015 , the Company recorded an income tax benefit of $14,728 inclusive of valuation allowance compared with an income tax benefit of $3,770 for the six months ended June 30, 2014 , reflecting an effective income tax rate of 25% for the six months ended June 30, 2015 and 46% for the six months ended June 30, 2014 . For the six months ended June 30, 2015 and 2014, the Company has determined its income tax benefit on a discrete basis since the potential impact of fluctuations in the Company's forecast may have a significant impact on the estimated annual effective tax rate. As of June 30, 2015 and December 31, 2014, the Company had a net deferred tax liability of $61 and $11,576 , respectively. The state net deferred tax liability was $18 and $3,274 as of June 30, 2015 and December 31, 2014, respectively. As of June 30, 2015 and December 31, 2014, the Company maintained a full valuation allowance against its U.S. net deferred tax assets. As of June 30, 2015 and December 31, 2014, the Company had $1,187 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, 2015 since the income tax returns may no longer be subject to audit in 2015. The following state and local jurisdictions are currently examining the Company’s respective income tax returns for the years indicated: New York State (2006 through 2011) and New York City (2006 through 2011). On April 9, 2015, the Company received a "no change" letter from the Commonwealth of Massachusetts for the periods ended December 31, 2009 and 2010. On March 26, 2014, the Company received from the State of New York a revised assessment related to tax years 2006-2009 in the amount of $3,500 , inclusive of $1,174 of interest. In a letter dated June 1, 2015, the Company has requested a meeting with New York State Department of Finance and Taxation to resolve the examination. The Company is currently working with state official to schedule a meeting. The Company continues to evaluate the merits of the proposed assessment as new information becomes available during continued discussions with the State of New York. The Company has not recorded a tax reserve related to the proposed assessment. It is difficult to predict the final outcome or timing of resolution of any particular matter regarding these examinations; however, it may be reasonably possible that one or more of these examinations may result in a change in the reserve for uncertain tax positions over the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
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 state court 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 $1,045 , 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. On or about October 4, 2012, in an action styled James Labbe, et al. v. Town Sports International, LLC, plaintiff commenced a purported class action in New York State court on behalf of personal trainers employed in New York State. Labbe is seeking unpaid wages and damages from TSI, LLC and alleges violations of various provisions of the New York State labor law with respect to payment of wages and TSI, LLC’s notification and record-keeping obligations. The Court has bifurcated class and merits discovery. The deadline for the completion of pre-class certification document discovery was December 31, 2014. On June 12, 2015, the plaintiff made a motion for class certification. On July 24, 2015, the court indefinitely adjourned the plaintiff’s motion for class certification to allow the court to first decide a motion for sanctions by TSI, LLC against Labbe. TSI, LLC made that motion for sanctions on June 30, 2015. The motion seeks dismissal of Labbe’s complaint, and reimbursement of certain of TSI, LLC’s legal fees, on the ground that Labbe has not complied with his discovery obligations and the court’s discovery orders. TSI, LLC’s motion for sanctions remains pending. While it is not possible to estimate the likelihood of an unfavorable outcome or a range of loss in the case of an unfavorable outcome to TSI, LLC at this time, TSI, LLC intends to contest this case vigorously. 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, employee relations claims and landlord tenant disputes. 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 June 30, 2015 . |
Reportable Segments
Reportable Segments | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments The Company’s operating segments are New York Sports Clubs, Boston Sports Clubs, Philadelphia Sports Clubs, Washington Sports Clubs, Swiss Sports Clubs and BFX Studio, which is the level at which the chief operating decision makers review discrete financial information and make decisions about segment profitability based on earnings before income tax depreciation and amortization. The Company has historically determined that these clubs have similar economic characteristics and meet the criteria which permit them to be aggregated into one reportable segment. During the fourth quarter of 2014, BFX Studio started to be managed separately and reported as a separate reportable segment as it does not meet the aggregation criteria to be aggregated with the clubs. Geographically, the Company operates its fitness clubs mainly in the United States. Segment information on geographic regions is not material for presentation. The following tables set forth the Company’s financial performance by reportable segment for the three and six months ended June 30, 2015 and 2014 . Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues: Clubs $ 107,730 $ 115,697 $ 218,800 $ 231,600 BFX Studio 566 — 920 — Total Revenues $ 108,296 $ 115,697 $ 219,720 $ 231,600 The Company presents earnings (loss) before interest expense (net of interest income), provision (benefit) for corporate income taxes, and depreciation and amortization ("EBITDA") as the primary measure of profit and loss for its operating segments in accordance with FASB guidance for segment reporting. Clubs EBITDA includes all corporate overhead expenses and the impact of equity in the earnings of investees and rental income. In the three and six months ended June 30, 2015 , BFX Studio reported EBITDA loss of $1,091 and $2,040 , respectively, and $923 and $1,564 , respectively, for the comparable prior-year periods, primarily reflecting the rent and occupancy costs, start-up costs and overhead payroll for the Company's three BFX Studio locations opened in September 2014, March 2015 and June 2015, and one other studio location under development. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 EBITDA: Clubs $ (27,603 ) $ 15,483 $ (22,310 ) $ 26,419 BFX Studio (1,091 ) (923 ) (2,040 ) (1,564 ) Total reportable segments (28,694 ) 14,560 (24,350 ) 24,855 Depreciation and amortization 12,178 11,853 23,852 23,651 Interest expense 5,188 4,697 10,358 9,408 Loss before benefit for corporate income taxes $ (46,060 ) $ (1,990 ) $ (58,560 ) $ (8,204 ) Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Capital Expenditures: Clubs $ 6,860 $ 8,699 $ 11,799 $ 13,942 BFX Studio 3,550 304 4,994 2,246 Total Capital Expenditures $ 10,410 $ 9,003 $ 16,793 $ 16,188 |
Separation Obligation
Separation Obligation | 6 Months Ended |
Jun. 30, 2015 | |
Compensation Related Costs [Abstract] | |
Separation Obligation | Separation Obligation In March 2015, Robert Giardina's employment with the Company as Executive Chairman was terminated. Mr. Giardina continues to serve as a member of the Board and will be treated as a non-employee director. Pursuant to a letter agreement entered with Mr. Giardina in February 2015, Mr. Giardina was entitled to receive payment of $1,100 in accordance with the terms of the agreement, which has been placed by the Company in a Rabbi Trust, and the Company accrued an additional $208 of payroll taxes and medical benefits related to this agreement. Of the $1,100 separation obligation, $679 was paid in April 2015, $140 will be paid in September 2015 and the remaining balance of $281 will be paid over a 12 -month period beginning October 2015. Of the $421 remaining separation obligation, $351 was included in Prepaid expenses and other current assets, and $70 in Other assets on the accompanying condensed consolidated balance sheets as of June 30, 2015 . The $421 is classified as restricted cash as of June 30, 2015 and is restricted in its use as noted above. In June 2015, Daniel Gallagher's employment with the Company as Chief Executive Officer and President was terminated. Pursuant to a letter agreement entered with Mr. Gallagher in June 2015, Mr. Gallagher received payment of $150 in June 2015, and is entitled to receive severance payment of $550 , payable over a 12 -month period beginning July 2015. The severance payment of $550 was included in Accrued Expenses on the accompanying condensed consolidated balance sheets as of June 30, 2015. The Company also accrued an additional $76 of payroll taxes and medical benefits related to this agreement. In connection with Mr. Gallagher's termination, the Company's Board of Directors named Patrick Walsh, then Chairman of the Board of the Company, to serve as Executive Chairman, on an interim basis, in which capacity Mr. Walsh is responsible for the general management and control of the affairs and business of the Company while the Board of Directors conducts a search for the Company’s next Chief Executive Officer. In exchange for his service as Executive Chairman, Mr. Walsh is entitled to receive compensation of $30 per month, payable from June 19, 2015 and pro-rated for the portion of the year Mr. Walsh serves as Executive Chairman. In the three and six months ended June 30, 2015, the Company incurred compensation expense of $11 to Mr. Walsh related to this arrangement. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | June 30, 2015 December 31, 2014 2013 Term Loan Facility outstanding principal balance $ 306,727 $ 308,284 Less: Unamortized discount (7,768 ) (8,413 ) Less: Current portion due within one year (3,114 ) (3,114 ) Long-term portion $ 295,845 $ 296,757 |
Derivative Financial Instrume23
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table presents the aggregate fair value of the Company’s derivative financial instrument: Fair Value Measurements Using: Total Quoted Prices in Significant Other Significant Interest rate swap liability as of June 30, 2015 $ 2,010 $ — $ 2,010 $ — Interest rate swap liability as of December 31, 2014 $ 1,294 $ — $ 1,294 $ — |
Building Financing Arrangement
Building Financing Arrangement (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Building Financing Arrangement [Abstract] | |
Future Lease Commitment Building Financing Arrangement | Included in the table below is the Company’s future lease commitment of $750 per year under the remaining term of the Initial Lease, which includes the options periods and will be recorded as interest expense. 12 months ending June 30, 2016 $ 750 2017 750 2018 750 2019 750 2020 750 2021 and thereafter 14,396 Minimum lease commitments $ 18,146 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Other Share-based Compensation, Activity | Total shares issued to members of the Company's Board of Directors during the six months ended June 30, 2015 were: Grant Date Number of Shares Price Per Aggregate Grant February 2, 2015 35,764 $ 6.85 $ 245 March 24, 2015 31,845 $ 6.28 $ 200 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill from December 31, 2014 through June 30, 2015 are detailed in the charts below. NYSC BSC SSC Outlier Total Goodwill, net of accumulated amortization $ 31,549 $ 9 $ 1,035 $ 137 $ 32,730 Less: accumulated impairment of goodwill — — — (137 ) (137 ) Balance as of December 31, 2014 31,549 9 1,035 — 32,593 Changes due to foreign currency exchange rate fluctuations — — 76 — 76 Less: impairment of goodwill (31,549 ) (9 ) — — (31,558 ) Balance as of June 30, 2015 $ — $ — $ 1,111 $ — $ 1,111 |
Schedule of Finite Lived Intangible Assets | Intangible assets are as follows: As of June 30, 2015 Gross Carrying Accumulated Net Intangible Membership lists $ 11,344 $ (11,344 ) $ — Management contracts 250 (93 ) 157 Trade names 40 (5 ) 35 $ 11,634 $ (11,442 ) $ 192 As of December 31, 2014 Gross Carrying Amount Accumulated Net Intangible Membership lists $ 11,344 $ (11,163 ) $ 181 Management contracts 250 (73 ) 177 Trade names 40 (4 ) 36 $ 11,634 $ (11,240 ) $ 394 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following tables set forth the Company’s financial performance by reportable segment for the three and six months ended June 30, 2015 and 2014 . Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues: Clubs $ 107,730 $ 115,697 $ 218,800 $ 231,600 BFX Studio 566 — 920 — Total Revenues $ 108,296 $ 115,697 $ 219,720 $ 231,600 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 EBITDA: Clubs $ (27,603 ) $ 15,483 $ (22,310 ) $ 26,419 BFX Studio (1,091 ) (923 ) (2,040 ) (1,564 ) Total reportable segments (28,694 ) 14,560 (24,350 ) 24,855 Depreciation and amortization 12,178 11,853 23,852 23,651 Interest expense 5,188 4,697 10,358 9,408 Loss before benefit for corporate income taxes $ (46,060 ) $ (1,990 ) $ (58,560 ) $ (8,204 ) |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Capital Expenditures: Clubs $ 6,860 $ 8,699 $ 11,799 $ 13,942 BFX Studio 3,550 304 4,994 2,246 Total Capital Expenditures $ 10,410 $ 9,003 $ 16,793 $ 16,188 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Details) - club | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Basis Of Presentation [Line Items] | |||
Number of fitness clubs | 154 | 154 | |
Clubs converted to new pricing strategy | 123 | ||
BFX Studio [Member] | |||
Basis Of Presentation [Line Items] | |||
Number of fitness clubs | 3 | 3 | |
New York Sports Clubs [Member] | |||
Basis Of Presentation [Line Items] | |||
Number of fitness clubs | 106 | 106 | |
Boston Sports Clubs [Member] | |||
Basis Of Presentation [Line Items] | |||
Number of fitness clubs | 27 | 27 | |
Washington Sports Clubs [Member] | |||
Basis Of Presentation [Line Items] | |||
Number of fitness clubs | 13 | 13 | |
Partly Owned Clubs [Member] | |||
Basis Of Presentation [Line Items] | |||
Number of fitness clubs | 2 | 2 | |
Philadelphia Sports Clubs [Member] | |||
Basis Of Presentation [Line Items] | |||
Number of fitness clubs | 5 | 5 | |
Switzerland Clubs [Member] | |||
Basis Of Presentation [Line Items] | |||
Number of fitness clubs | 3 | 3 | |
Regular Member [Member] | |||
Basis Of Presentation [Line Items] | |||
Average member life | 22 months | 22 months | 22 months |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Nov. 15, 2013 |
Debt Instrument [Line Items] | |||
Less: Current portion due within one year | $ (3,114,000) | $ (3,114,000) | |
Long-term portion | 295,845,000 | 296,757,000 | |
Secured Debt [Member] | 2013 Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
2013 Term Loan Facility outstanding principal balance | 306,727,000 | 308,284,000 | $ 325,000,000 |
Less: Unamortized discount | (7,768,000) | (8,413,000) | $ (1,625,000) |
Less: Current portion due within one year | (3,114,000) | (3,114,000) | |
Long-term portion | $ 295,845,000 | $ 296,757,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | Nov. 15, 2013USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
2013 Term Loan Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Principal payment on Term Loan Facility | $ 18,273,000 | |||
Line of Credit [Member] | 2013 Senior Credit Facility [Member] | ||||
Debt And Credit Facility [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% | |||
Threshold from sale of assets used towards mandatory prepayments | $ 30,000,000 | |||
Net sales proceeds from legal sale of property, accounted for as building financing arrangement | $ 43,500,000 | |||
Secured Debt [Member] | 2013 Senior Credit Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Debt issuance costs | 5,119,000 | |||
Debt discount related to creditor fees | 4,356,000 | |||
Secured Debt [Member] | 2013 Term Loan Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
2013 Term Loan Facility outstanding principal balance | 325,000,000 | 306,727,000 | 306,727,000 | $ 308,284,000 |
Proceeds from 2013 Term Loan Facility | $ 323,375,000 | |||
Original issue discount, percentage | 0.50% | |||
Original issue discount | $ 1,625,000 | 7,768,000 | $ 7,768,000 | 8,413,000 |
Percent of amendment fee paid to consenting lenders | 0.25% | |||
Mandatory prepayment from sale of assets | 13,500,000 | |||
Loss on extinguishment of debt | 493,000 | |||
Write off of deferred debt issuance cost | 119,000 | |||
Write-off of unamortized original issue discount | $ 374,000 | |||
Term after which excess cash flow is paid (in days) | 95 days | |||
Long term debt, gross less unamortized discount | 298,959,000 | $ 298,959,000 | ||
Unamortized debt issuance costs | $ 3,307,000 | $ 3,307,000 | ||
Revolving Credit Facility [Member] | 2013 Revolving Loan Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 45,000,000 | |||
Maximum leverage ratio | 4.50 | 4.50 | ||
Unutilized portion of the 2013 Revolving Loan Facility | $ 42,150,000 | $ 42,150,000 | ||
Available portion currently available revolving facility | 11,250,000 | 11,250,000 | ||
Letter of Credit [Member] | 2013 Senior Credit Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 5,500,000 | |||
Letter of Credit [Member] | 2013 Revolving Loan Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Letters of credit outstanding | 2,850,000 | 2,850,000 | ||
Fair Value, Inputs, Level 2 [Member] | Secured Debt [Member] | 2013 Term Loan Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Fair market value of debt | $ 242,314,000 | $ 242,314,000 | $ 221,964,000 | |
Base Rate [Member] | Line of Credit [Member] | 2013 Senior Credit Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
Base Rate [Member] | Secured Debt [Member] | 2013 Term Loan Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Variable rate floor | 2.00% | |||
London Interbank Offered Rate (LIBOR) [Member] | Line of Credit [Member] | 2013 Senior Credit Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.50% | |||
London Interbank Offered Rate (LIBOR) [Member] | Secured Debt [Member] | 2013 Term Loan Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Variable rate floor | 1.00% | |||
Leverage Ratio, Greater Than 2.50 [Member] | Line of Credit [Member] | 2013 Senior Credit Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Maximum leverage ratio | 2.5 | |||
Excess cash flow repayment, percentage | 50.00% | |||
Leverage Ratio, Greater than 2.00 but Less than 2.50 [Member] | Line of Credit [Member] | 2013 Senior Credit Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Maximum leverage ratio | 2 | |||
Excess cash flow repayment, percentage | 25.00% | |||
Leverage Ratio, Less Than or Equal to 2.00 [Member] | Line of Credit [Member] | 2013 Senior Credit Facility [Member] | ||||
Debt And Credit Facility [Line Items] | ||||
Excess cash flow repayment, percentage | 0.00% |
Derivative Financial Instrume31
Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | Nov. 15, 2013 | |
Derivative Instrument [Line Items] | |||
Interest rate swap liability | $ 2,010 | $ 1,294 | |
Gain recognized in other comprehensive income (loss) | $ 1,136 | $ 1,215 | |
November 2013 Agreement [Member] | |||
Derivative Instrument [Line Items] | |||
Notional amount of interest rate swap | $ 160,000 | ||
2013 Term Loan Facility outstanding principal balance | $ 325,000 | ||
Fixed rate of derivative | 5.384% | ||
Derivative, basis spread on variable rate | 3.50% |
Building Financing Arrangemen32
Building Financing Arrangement (Details) $ in Thousands | Sep. 12, 2014USD ($) | Jun. 30, 2015USD ($)ft² |
Operating Leased Assets [Line Items] | ||
Gross proceeds from legal sale of property, accounted for as building financing arrangement | $ 85,650 | |
Fees received within gross proceeds from legal sale of property, accounted for as building financing arrangement | $ 150 | |
Term of lease termination notice | 120 days | |
Area of new club lease (in square feet) | ft² | 24,000 | |
Term of initial lease | 10 years | 10 years |
Renewal term, option one | 10 years | |
Renewal term, option two | 5 years | |
Escrow amounts related to property sale | $ 500 | |
Proceeds from building financing arrangement | 83,900 | |
Escrow for former tenant | 1,750 | |
Building financing arrangement, net book value of building and building improvements | 2,986 | |
Building financing arrangement, net book value of land | 986 | |
Real property transfer taxes, broker fees, and other costs | $ 3,160 | |
Initial lease term building financing arrangement | 25 years | |
Amortization deferred transaction costs building financing arrangement | $ 126 | |
Minimum [Member] | ||
Operating Leased Assets [Line Items] | ||
Rental income classified as interest expense | 1,871 | |
Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Rental income classified as interest expense | $ 2,617 |
Building Financing Arrangemen33
Building Financing Arrangement - Future Lease Commitment (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Building Financing Arrangement [Abstract] | |
2,016 | $ 750 |
2,017 | 750 |
2,018 | 750 |
2,019 | 750 |
2,020 | 750 |
2021 and thereafter | 14,396 |
Total future lease commitments | $ 18,146 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2015USD ($)financial_institution | Dec. 31, 2014USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2013USD ($) | |
Risks and Uncertainties [Abstract] | ||||
Number of financial institutions with cash deposits held (more than 1) | financial_institution | 1 | |||
Cash and cash equivalents held at two financial institutions | $ 79,571 | |||
Cash and cash equivalents | $ 98,359 | $ 93,452 | $ 77,406 | $ 73,598 |
Loss Per Share (Details)
Loss Per Share (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Basic and diluted loss per share | $ (1.26) | $ (0.04) | $ (1.79) | $ (0.18) |
Antidilutive shares | 340,086 | 393,736 | 342,183 | 293,867 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | Apr. 20, 2015 | Mar. 02, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Apr. 30, 2015 | Dec. 31, 2014 | May. 31, 2008 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Payments for redemption of rights | $ 246,000 | $ 0 | |||||||
2004 Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options outstanding | 0 | 0 | |||||||
2006 Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares authorized | 3,500,000 | 3,500,000 | 500,000 | 3,000,000 | |||||
Expiration period | 10 years | ||||||||
Shares available to be issued | 669,105 | 669,105 | |||||||
Stock options outstanding | 984,666 | 984,666 | |||||||
Shares of restricted stock outstanding | 376,201 | 376,201 | |||||||
The Rights Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Dividend, right | 1 | ||||||||
Series A Preferred Stock [Member] | The Rights Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price of rights | $ 15 | ||||||||
Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 136,000 | $ 368,000 | $ 528,000 | 676,000 | |||||
Reduction in stock-based compensation expense | 275,000 | 275,000 | |||||||
Shares of restricted stock granted to employees | 207,000 | ||||||||
Fair value per share of restricted stock | $ 6.68 | ||||||||
Award vesting rights, percentage | 25.00% | ||||||||
Award vesting period | 4 years | ||||||||
Unrecognized compensation expense related to restricted stock awards | 1,865,000 | $ 1,865,000 | |||||||
Weighted average period over which unrecognized compensation is expected to be recognized for equity-based compensation plans | 2 years 10 months 28 days | ||||||||
Stock Options Grants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | 0 | 106,000 | 212,000 | ||||||
Common Stock Grants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 0 | $ 0 | $ 445,000 | $ 245,000 | |||||
Common Stock Grants [Member] | February 2, 2015 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grants of Common Stock Awards | 35,764 | ||||||||
Shares Issued, Price Per Share | $ 6.85 | $ 6.85 | |||||||
Aggregate Grant Date Fair Value | $ 245,000 | $ 245,000 | |||||||
Common Stock Grants [Member] | March 24, 2015 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grants of Common Stock Awards | 31,845 | ||||||||
Shares Issued, Price Per Share | $ 6.28 | $ 6.28 | |||||||
Aggregate Grant Date Fair Value | $ 200,000 | $ 200,000 | |||||||
Preferred Share Rights [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Redemption price of right | $ 0.01 | ||||||||
Payments for redemption of rights | $ 246,000 | ||||||||
Preferred Share Rights [Member] | The Rights Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of securities called by each right | 0.001 |
Fixed Asset Impairment (Details
Fixed Asset Impairment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($)club | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)club | Jun. 30, 2014USD ($)club | |
Asset Impairment Charges [Line Items] | ||||
Number of clubs evaluated for impairments | 11 | |||
Impairment of fixed assets | $ | $ 1,014 | $ 890 | $ 2,151 | $ 4,513 |
Number of locations with impairments | 4 | 9 | 8 | |
Number of locations evaluated without impairments | 7 | |||
Net book value remaining for locations evaluated | $ | $ 2,067 | $ 2,067 | ||
Minimum [Member] | ||||
Asset Impairment Charges [Line Items] | ||||
Fair value inputs, percent of revenue | 3.00% | |||
Maximum [Member] | ||||
Asset Impairment Charges [Line Items] | ||||
Fair value inputs, percent of revenue | 5.00% |
Goodwill and Other Intangible38
Goodwill and Other Intangibles - Additional Information (Details) $ in Thousands | May. 31, 2015 | Feb. 28, 2015 | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)trade_name | Jun. 30, 2014USD ($) |
Goodwill [Line Items] | ||||||
Number of trade names | trade_name | 4 | |||||
Impairment loss | $ 31,558 | $ 0 | $ 31,558 | $ 137 | ||
Period of financial forecast | 3 years | |||||
Intangible asset amortization expense | $ 79 | $ 128 | $ 202 | $ 257 | ||
New York Sports Clubs [Member] | ||||||
Goodwill [Line Items] | ||||||
Impairment loss | 31,549 | |||||
Discount rate | 9.20% | 13.30% | ||||
Switzerland Clubs [Member] | ||||||
Goodwill [Line Items] | ||||||
Impairment loss | $ 0 | |||||
Percentage of fair value in excess of carrying amount | 65.00% | 84.00% | ||||
Discount rate | 11.20% | 13.90% | ||||
Minimum [Member] | ||||||
Goodwill [Line Items] | ||||||
Discount rate | 8.20% | 13.20% | ||||
Terminal growth rate | 1.00% | 0.50% | ||||
Maximum [Member] | ||||||
Goodwill [Line Items] | ||||||
Discount rate | 11.20% | 13.90% | ||||
Terminal growth rate | 3.00% | 3.00% |
Goodwill and Other Intangible39
Goodwill and Other Intangibles - Change in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||||
Goodwill, net of accumulated amortization | $ 32,730 | ||||
Less: accumulated impairment of goodwill | (137) | ||||
Goodwill, beginning balance | $ 32,593 | ||||
Changes due to foreign currency exchange rate fluctuations | 76 | ||||
Less: impairment of goodwill | $ (31,558) | $ 0 | (31,558) | $ (137) | |
Goodwill, ending balance | 1,111 | 1,111 | |||
New York Sports Clubs [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, net of accumulated amortization | 31,549 | ||||
Less: accumulated impairment of goodwill | 0 | ||||
Goodwill, beginning balance | 31,549 | ||||
Changes due to foreign currency exchange rate fluctuations | 0 | ||||
Less: impairment of goodwill | (31,549) | ||||
Goodwill, ending balance | 0 | 0 | |||
Boston Sports Clubs [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, net of accumulated amortization | 9 | ||||
Less: accumulated impairment of goodwill | 0 | ||||
Goodwill, beginning balance | 9 | ||||
Changes due to foreign currency exchange rate fluctuations | 0 | ||||
Less: impairment of goodwill | (9) | ||||
Goodwill, ending balance | 0 | 0 | |||
Switzerland Clubs [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, net of accumulated amortization | 1,035 | ||||
Less: accumulated impairment of goodwill | 0 | ||||
Goodwill, beginning balance | 1,035 | ||||
Changes due to foreign currency exchange rate fluctuations | 76 | ||||
Less: impairment of goodwill | 0 | ||||
Goodwill, ending balance | 1,111 | 1,111 | |||
Outlier Clubs [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, net of accumulated amortization | 137 | ||||
Less: accumulated impairment of goodwill | $ (137) | ||||
Goodwill, beginning balance | 0 | ||||
Changes due to foreign currency exchange rate fluctuations | 0 | ||||
Less: impairment of goodwill | 0 | ||||
Goodwill, ending balance | $ 0 | $ 0 |
Goodwill and Other Intangible40
Goodwill and Other Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,634 | $ 11,634 |
Accumulated Amortization | (11,442) | (11,240) |
Net Intangible Assets | 192 | 394 |
Membership Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,344 | 11,344 |
Accumulated Amortization | (11,344) | (11,163) |
Net Intangible Assets | 0 | 181 |
Management Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 250 | 250 |
Accumulated Amortization | (93) | (73) |
Net Intangible Assets | 157 | 177 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 40 | 40 |
Accumulated Amortization | (5) | (4) |
Net Intangible Assets | $ 35 | $ 36 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Mar. 26, 2014 | |
Income Tax Disclosure [Abstract] | ||||||
Benefit for corporate income taxes | $ (14,992) | $ (1,071) | $ (14,728) | $ (3,770) | ||
Effective income tax rate | 25.00% | 46.00% | ||||
Deferred tax liability, net | 61 | $ 61 | $ 11,576 | |||
State deferred tax liability, net | 18 | 18 | 3,274 | |||
Unrecognized tax benefits | $ 1,187 | $ 1,187 | $ 1,187 | |||
Proposed tax assessment 2006 to 2009 | $ 3,500 | |||||
Interest portion of the proposed tax assessment 2006 to 2009 | $ 1,174 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Action Styled White Plains Realty Vs Town Sports International [Member] - USD ($) $ in Thousands | Jun. 05, 2013 | Aug. 29, 2011 |
Loss Contingencies [Line Items] | ||
Additional Damages | $ 900 | |
Damages Awarded | $ 1,045 |
Reportable Segments (Details)
Reportable Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($)club | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)club | Jun. 30, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 108,296 | $ 115,697 | $ 219,720 | $ 231,600 |
Number of fitness clubs | club | 154 | 154 | ||
EBITDA | $ (28,694) | 14,560 | $ (24,350) | 24,855 |
Depreciation and amortization | 12,178 | 11,853 | 23,852 | 23,651 |
Interest expense | 5,188 | 4,697 | 10,358 | 9,408 |
Loss before benefit for corporate income taxes | (46,060) | (1,990) | (58,560) | (8,204) |
Capital expenditures | 10,410 | 9,003 | 16,793 | 16,188 |
Clubs [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 107,730 | 115,697 | 218,800 | 231,600 |
EBITDA | (27,603) | 15,483 | (22,310) | 26,419 |
Capital expenditures | 6,860 | 8,699 | 11,799 | 13,942 |
BFX Studio [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 566 | 0 | 920 | 0 |
EBITDA | (1,091) | (923) | (2,040) | (1,564) |
Capital expenditures | $ 3,550 | $ 304 | $ 4,994 | $ 2,246 |
BFX Studio [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Number of fitness clubs | club | 3 | 3 | ||
BFX Studio Under Development [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Number of fitness clubs | club | 1 | 1 |
Separation Obligation (Details)
Separation Obligation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Oct. 31, 2016 | Sep. 30, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | |
Former Executive Chairman [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation arrangement | $ 208,000 | |||||||
Distributions paid | $ 679,000 | |||||||
Restricted cash and cash equivalents | $ 421,000 | $ 421,000 | ||||||
Interim Executive Chairman [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation arrangement | 30,000 | 30,000 | ||||||
Compensation expense | 11,000 | 11,000 | ||||||
Scenario, Forecast [Member] | Former Executive Chairman [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Distributions paid | $ 281,000 | $ 140,000 | ||||||
Period of future payment | 12 months | |||||||
Scenario, Forecast [Member] | Former Chief Executive Officer [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Period of future payment | 12 months | |||||||
Separation Agreement Payment [Member] | Former Executive Chairman [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation arrangement | 421,000 | 421,000 | $ 1,100,000 | |||||
Separation Agreement Payment [Member] | Former Chief Executive Officer [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation arrangement | 550,000 | 550,000 | ||||||
Distributions paid | 150,000 | 150,000 | ||||||
Payroll Taxes and Medical Benefits [Member] | Former Chief Executive Officer [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation arrangement | 76,000 | 76,000 | ||||||
Prepaid Expenses and Other Current Assets [Member] | Former Executive Chairman [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation arrangement | 351,000 | 351,000 | ||||||
Other Assets [Member] | Former Executive Chairman [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation arrangement | 70,000 | 70,000 | ||||||
Accrued Expenses [Member] | Separation Agreement Payment [Member] | Former Chief Executive Officer [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||
Compensation arrangement | $ 550,000 | $ 550,000 |