Securities and exchange commission


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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

 

þ

Annual Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2013

 

¨

Transition Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

For the transition period from

Commission file number: 000-52013

Town Sports International Holdings, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

 

DELAWARE

 

20-0640002

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

5 PENN PLAZA — 4TH FLOOR

NEW YORK, NEW YORK

 

10001

(Zip code)

(Address of principal executive offices)

 

 

(212) 246-6700

(Registrant’s telephone number,

including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value

 

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨  No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ¨   No   þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.    Yes   þ   No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   þ   No   ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part IV of this Form 10-K or any amendment to this Form 10-K.     þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

 

 

 

Large accelerated filer  ¨

  

Accelerated filer  þ

  

Non-accelerated filer  ¨

  

Smaller reporting company  ¨

 

  

                    (Do not check if a  smaller reporting company)

  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨  No  þ

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 28, 2013 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $194.1 million (computed by reference to the last reported sale price on The Nasdaq National Market on that date). The registrant does not have any non-voting common stock outstanding.

As of February 27, 2014, there were 24,092,016 shares of Common Stock of the Registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2014 Annual Meeting of Stockholders, to be filed not later than April 30, 2014, are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

  

PART I

  

 

 

 

Item 1.

  

Business

  

 

1

  

Item 1A.

  

Risk Factors

  

 

16

  

Item 1B.

  

Unresolved Staff Comments

  

 

25

  

Item 2.

  

Properties

  

 

25

  

Item 3.

  

Legal Proceedings

  

 

30

  

Item 4.

  

Mine Safety Disclosures

  

 

31

  

 

 

 

 

  

PART II

  

 

 

 

Item 5.

  

Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

  

 

32

  

Item 6.

  

Selected Financial Data

  

 

35

  

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

 

38

  

Item 7A.

  

Quantitative and Qualitative Disclosures About Market Risk

  

 

60

  

Item 8.

  

Financial Statements and Supplementary Data

  

 

60

  

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

 

61

  

Item 9A.

  

Controls and Procedures

  

 

61

  

Item 9B.

  

Other Information

  

 

62

  

 

 

 

 

  

PART III

  

 

 

 

Item 10.

  

Directors, Executive Officers and Corporate Governance

  

 

63

  

Item 11.

  

Executive Compensation

  

 

63

  

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  

 

64

  

Item 13.

  

Certain Relationships and Related Transactions, and Director Independence

  

 

64

  

Item 14.

  

Principal Accountant Fees and Services

  

 

64

  

 

 

 

 

  

PART IV

  

 

 

 

Item 15.

  

Exhibits And Financial Statements

  

 

65

  

SIGNATURES

  

 

66

  

INDEX TO FINANCIAL STATEMENTS

  

 

F-1

  

Exhibit Index

  

 

 

 


Table of Contents

TOWN SPORTS INTERNATIONAL HOLDINGS, INC.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our future expectations regarding the sale of the property located at East 86 th Street, New York, future financial results and performance, potential sales revenue, legal contingencies and tax benefits and contingencies, and the existence of adverse litigation and other risks, uncertainties and factors set forth under Item 1A., entitled “Risk Factors”, of this Annual Report on Form 10-K and in our reports and documents filed with the Securities and Exchange Commission (“SEC”). You can identify these forward-looking statements by the use of words such as “outlook”, “believes”, “expects”, “potential”, “continues”, “may”, “will”, “should”, “seeks”, “approximately”, “predicts”, “intends”, “plans”, “estimates”, “anticipates” or the negative version of these words or other comparable words. These statements are subject to various risks, and uncertainties, many of which are outside our control, including the level of market demand for our services, competitive pressure, the ability to achieve reductions in operating costs and to continue to integrate club acquisitions, the ability to close the sale of the property located at East 86 th Street, New York, environmental initiatives, the application of Federal and state tax laws and regulations, and other specific factors discussed herein and in other SEC filings by us. We believe that all forward-looking statements are based on reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and we undertake 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.

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