Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2017
 
 
Town Sports International Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
Delaware
001-36803
20-0640002
(State or other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1001 US North Highway 1, Suite 201, Jupiter, Florida
 
33477
(Principal Executive Offices)
 
(Zip Code)
 
 
 
399 Executive Boulevard, Elmsford, New York
 
10523
(Mailing address)
 
(Zip Code)
Registrant’s telephone number, including area code: (212) 246-6700
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02 Results of Operations and Financial Condition
On October 26, 2017, Town Sports International Holdings, Inc. (the “Company”) issued a press release announcing its results for the third quarter of 2017. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“the Exchange Act”) or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release issued by Town Sports International Holdings, Inc. on October 26, 2017 announcing earnings for the third quarter of 2017.





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
 
 
 
 
(Registrant)
 
 
 
 
 
Date: October 26, 2017
 
By:
 
/s/ Carolyn Spatafora
 
 
 
 
Carolyn Spatafora
 
 
 
 
Chief Financial Officer





EXHIBIT INDEX
 
Exhibit No.
  
  Description
 
 
 
  


Exhibit


Exhibit 99.1
TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
REPORTS THIRD QUARTER 2017 RESULTS

New York, NY - October 26, 2017 - Town Sports International Holdings, Inc. (“TSI”) (NASDAQ: CLUB) today reported results for the third quarter of 2017.
TSI’s earnings for the third quarter of 2017 are summarized below. To become fully apprised of our results, shareholders are urged to read our Form 10-Q for the quarterly period ended September 30, 2017 posted at http://investor.mysportsclubs.com. The limited information that follows in this press release is not adequate for making informed investment decisions. The unaudited condensed consolidated Statements of Operations are included below.
Dollar amounts in this release are in thousands, except for share and per share amounts. Amounts are unaudited.
Condensed Consolidated Statements of Operations
 
Third Quarter
 
2017
 
2016
Revenues:
 
 
 
Club operations
$
97,022

 
$
96,846

Fees and other
1,619

 
1,688

 
98,641

 
98,534

Operating Expenses:
 
 
 
Payroll and related
37,072

 
37,643

Club operating
46,087

 
45,952

General and administrative
5,380

 
5,806

Depreciation and amortization
9,874

 
11,015

Impairment of fixed assets
6,497

 
742

 
104,910

 
101,158

Operating loss
(6,269
)
 
(2,624
)
Loss on extinguishment of debt

 
604

Interest expense
3,192

 
3,177

Interest income
(36
)
 
(2
)
Equity in earnings of investee
(77
)
 
(55
)
Loss before provision (benefit) for corporate income taxes
(9,348
)
 
(6,348
)
Provision (benefit) for corporate income taxes
3,928

 
(842
)
Net loss
$
(13,276
)
 
$
(5,506
)
 
 
 
 
Basic and diluted loss per share
$
(0.50
)
 
$
(0.21
)
 
 
 
 
Weighted average number of shares used in calculating loss per share
26,683,425

 
25,748,400

 
 
 
 





Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
 
Third Quarter
 
2017
 
2016
Net loss
$
(13,276
)
 
$
(5,506
)
Interest expense, net of interest income
3,156

 
3,175

Provision (benefit) for corporate income taxes
3,928

 
(842
)
Depreciation and amortization
9,874

 
11,015

EBITDA
3,682

 
7,842

Loss on extinguishment of debt

 
604

Impairment of fixed assets
6,497

 
742

Separation expense related to headcount reductions and former executive officers
676

 
1,657

Net costs related to closing clubs and other cost savings initiatives
188

 
190

Adjusted EBITDA
$
11,043

 
$
11,035

Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA
EBITDA consists of net income (loss) plus interest expense (net of interest income), provision (benefit) for corporate income taxes, and depreciation and amortization. Adjusted EBITDA is TSI’s EBITDA excluding certain items, such as any fixed asset or goodwill impairments, gain (loss) on extinguishment of debt, separation expense related to headcount reduction and former executive officers, and net costs related to closing clubs and other cost-savings initiatives. EBITDA is not a measure of liquidity or financial performance presented in accordance with GAAP. EBITDA, as we define it, may not be identical to similarly titled measures used by some other companies.
EBITDA has material limitations as an analytical tool and should not be considered in isolation or as a substitute for net income (loss), operating income (loss), cash flows from operating activities or other cash flow data prepared in accordance with GAAP. The items excluded from EBITDA, but included in the calculation of reported net income and operating income, are significant and must be considered in performing a comprehensive assessment of our performance.
Investors or prospective investors in TSI regularly request EBITDA as a supplemental analytical measure to, and in conjunction with, our GAAP financial data. We understand that these investors use EBITDA, among other things, to assess our ability to service our existing debt and to incur debt in the future, to evaluate our executive compensation programs, to assess our ability to fund our capital expenditure program, and to gain insight into the manner in which TSI’s management and board of directors analyze our performance. We believe that investors find the inclusion of EBITDA in our press releases to be useful and helpful to them.
Our management and board of directors also use EBITDA as a supplemental measure to our GAAP financial data for purposes broadly similar to those used by investors.
Adjusted EBITDA has similar uses and limitations as EBITDA. We have excluded additional items in the calculation of Adjusted EBITDA because management believes that this metric is useful in making period to period comparisons of our performance. We do not, and investors should not, place undue reliance on EBITDA or Adjusted EBITDA as a measure of our performance.
Forward-Looking Statements
This release may contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding future financial results and performance, potential club closures, results of cost-savings initiatives, and other statements that are predictive in nature or depend upon or refer to events or conditions, or that include words such as “may,” “should,” or the negative version of these words or other comparable words. Forward-looking statements speak only as of the date when made, and TSI undertakes no obligation to update these statements in light of subsequent events or developments. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement.





About Town Sports International Holdings, Inc.
Town Sports International Holdings, Inc. is one of the leading owners and operators of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, owned and operated 164 fitness clubs as of September 30, 2017, comprising 118 clubs in the New York metropolitan market (102 of which were under the “New York Sports Clubs” brand name and 16 of which were under the “Lucille Roberts” brand name), 28 clubs in the Boston metropolitan region under our “Boston Sports Clubs” brand name, 10 clubs (one of which is partly-owned) in the Washington, D.C. metropolitan region under our “Washington Sports Clubs” brand name, five clubs in the Philadelphia metropolitan region under our “Philadelphia Sports Clubs” brand name, and three clubs in Switzerland. These clubs collectively served approximately 588,000 members as of September 30, 2017.
Until further notice, TSI will not be hosting conference calls to discuss quarterly results. TSI intends to continue to issue press releases reporting quarterly earnings.
Investor Contact:
(917) 765-9974
Investor.relations@town-sports.com