FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the period ended September 30, 1998 or [ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Commission file number: 0-27478 BALLY TOTAL FITNESS HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-3228107 (State or other jurisdiction of (I.R.S. Employer incorporation) Identification No.) 8700 West Bryn Mawr Avenue, Chicago, Illinois 60631 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (773) 380-3000 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 requirements for the past 90 days. Yes: X No: As of October 31, 1998, 23,147,305 shares of the registrant's common stock were outstanding. BALLY TOTAL FITNESS HOLDING CORPORATION INDEX Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Financial statements: Condensed consolidated balance sheet (unaudited) September 30, 1998 and December 31, 1997...................... 1 Consolidated statement of operations (unaudited) Three months ended September 30, 1998 and 1997................ 2 Consolidated statement of operations (unaudited) Nine months ended September 30, 1998 and 1997................. 3 Consolidated statement of stockholders' equity (unaudited) Nine months ended September 30, 1998.......................... 4 Consolidated statement of cash flows (unaudited) Nine months ended September 30, 1998 and 1997................. 5 Notes to condensed consolidated financial statements (unaudited)................................................... 7 Item 2. Management's discussion and analysis of financial condition and results of operations.................... 10 PART II. OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K.......................... 15 SIGNATURE PAGE....................................................... 16 BALLY TOTAL FITNESS HOLDING CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) (Unaudited) September 30 December 31 1998 1997 ------------ ----------- ASSETS Current assets: Cash and equivalents............................... $ 30,926 $ 61,679 Installment contracts receivable, less unearned finance charges of $37,273 and $27,709 and allowance for doubtful receivables and cancellations of $63,298 and $43,728............. 199,956 168,011 Other current assets............................... 33,181 31,743 ------------ ----------- Total current assets............................. 264,063 261,433 Installment contracts receivable, less unearned finance charges of $19,312 and $14,357 and allowance for doubtful receivables and cancellations of $53,274 and $36,803............... 215,586 175,575 Property and equipment, less accumulated depreciation and amortization of $332,871 and $314,544....................................... 338,557 311,197 Intangible assets, less accumulated amortization of $57,663 and $54,124................ 102,814 101,220 Deferred income taxes................................ 3,358 4,171 Deferred membership origination costs................ 99,350 86,737 Other assets......................................... 26,366 27,233 ------------ ----------- $ 1,050,094 $ 967,566 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts pay8able.................................. $ 39,979 $ 36,908 Income taxes payable............................... 2,452 2,342 Deferred income taxes.............................. 4,847 5,660 Accrued liabilities................................ 55,200 50,464 13% Senior Subordinated Notes due 2003, called for 1998 redemption.............................. - 22,555 Other current maturities of long-term debt......... 5,131 4,590 Deferred revenues.................................. 285,383 270,853 ------------ ----------- Total current liabilities........................ 392,992 393,372 Long-term debt, less current maturities.............. 407,116 405,425 Other liabilities.................................... 6,275 7,459 Deferred revenues.................................... 85,669 90,989 Stockholders' equity................................. 158,042 70,321 ------------ ----------- $ 1,050,094 $ 967,566 ============ =========== <FN> See accompanying notes. </FN> 1 BALLY TOTAL FITNESS HOLDING CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data) (Unaudited) Three months ended September 30 ----------------------- 1998 1997 ---------- ---------- Net revenues: Membership revenues - Initial membership fees on financed memberships originated.......................... $ 107,053 $ 91,032 Initial membership fees on paid-in-full memberships originated......................... 7,086 15,541 Dues collected................................... 52,016 47,720 Change in deferred revenues...................... (183) (3,427) ---------- ---------- 165,972 150,866 Finance charges earned.............................. 13,573 9,983 Fees and other...................................... 10,063 4,298 ---------- ---------- 189,608 165,147 Operating costs and expenses: Fitness center operations........................... 108,809 99,382 Member processing and collection centers............ 9,692 10,789 Advertising......................................... 10,897 10,735 General and administrative.......................... 6,775 8,753 Provision for doubtful receivables.................. 30,857 25,052 Depreciation and amortization....................... 11,997 12,631 Change in deferred membership origination costs..... (3,229) (3,123) ---------- ---------- 175,798 164,219 ---------- ---------- Operating income...................................... 13,810 928 Interest income....................................... 942 575 Interest expense...................................... (10,216) (11,658) ---------- ---------- Income (loss) before income taxes..................... 4,536 (10,155) Income tax provision ................................. (275) (100) ---------- ---------- Net income (loss)..................................... $ 4,261 $ (10,255) ========== ========== Basic earnings (loss) per common share................ $ .18 $ (.60) ========== ========== Diluted earnings (loss) per common share.............. $ .16 $ (.60) ========== ========== <FN> See accompanying notes. </FN> 2 BALLY TOTAL FITNESS HOLDING CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data) (Unaudited) Nine months ended September 30 ----------------------- 1998 1997 ---------- ---------- Net revenues: Membership revenues - Initial membership fees on financed memberships originated.......................... $ 321,663 $ 266,593 Initial membership fees on paid-in-full memberships originated......................... 24,387 47,564 Dues collected................................... 150,218 144,577 Change in deferred revenues...................... (6,497) (4,372) ---------- ---------- 489,771 454,362 Finance charges earned.............................. 36,904 29,516 Fees and other...................................... 28,297 11,492 ---------- ---------- 554,972 495,370 Operating costs and expenses: Fitness center operations........................... 316,397 288,750 Member processing and collection centers............ 29,384 28,983 Advertising......................................... 35,986 34,671 General and administrative.......................... 19,399 20,980 Provision for doubtful receivables.................. 92,555 72,617 Depreciation and amortization....................... 36,492 40,703 Change in deferred membership origination costs..... (12,613) (1,641) ---------- ---------- 517,600 485,063 ---------- ---------- Operating income...................................... 37,372 10,307 Interest income....................................... 2,213 839 Interest expense...................................... (30,723) (34,081) ---------- ---------- Income (loss) before income taxes..................... 8,862 (22,935) Income tax provision ................................. (525) (300) ---------- ---------- Net income (loss)..................................... $ 8,337 $ (23,235) ========== ========== Basic earnings (loss) per common share................ $ .38 $ (1.68) ========== ========== Diluted earnings (loss) per common share.............. $ .32 $ (1.68) ========== ========== <FN> See accompanying notes. </FN> 3 BALLY TOTAL FITNESS HOLDING CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (In thousands, except share data) (Unaudited) Common stock ------------------ Common Total Number Par Contributed Accumulated stock in stockholders' of shares value capital deficit treasury equity ---------- ----- ----------- ----------- -------- ------------- Balance at December 31, 1997....... 20,575,092 $ 206 $ 392,718 $ (322,603) $ - $ 70,321 Net income......................... - - - 8,337 - 8,337 Issuance of common stock through public offering................... 2,800,000 28 82,716 - - 82,744 Issuance of common stock for acquisition of business........... 230,769 2 4,398 - - 4,400 Issuance of common stock under stock purchase and option plans... 62,699 - 423 - - 423 Purchases of common stock.......... (471,300) - - - (8,183) (8,183) ---------- ----- --------- ---------- ------- --------- Balance at September 30, 1998...... 23,197,260 $ 236 $ 480,255 $ (314,266) $(8,183) $ 158,042 ========== ===== ========= ========== ======= ========= <FN> See accompanying notes. </FN> 4 BALLY TOTAL FITNESS HOLDING CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) (Unaudited) Nine months ended September 30 ----------------------- 1998 1997 ---------- ---------- OPERATING: Net income (loss)................................... $ 8,337 $ (23,235) Adjustments to reconcile to cash used - Depreciation and amortization, including amortization included in interest expense....... 38,162 42,517 Provision for doubtful receivables................ 92,555 72,617 Change in operating assets and liabilities..................................... (165,302) (116,789) Other, net........................................ - (75) ---------- ---------- Cash used in operating activities............... (26,248) (24,965) INVESTING: Purchases and construction of property and equipment..................................... (47,690) (18,720) Acquisitions of businesses.......................... (2,117) - Proceeds from sale of property and equipment........ - 4,939 ---------- ---------- Cash used in investing activities .............. (49,807) (13,781) FINANCING: Debt transactions - Redemption of 13% Senior Subordinated Notes due 2003.................................. (24,021) - Proceeds from other long-term borrowings.......... - 7,500 Repayments of other long-term debt................ (5,344) (10,203) Debt issuance costs............................... (317) (258) ---------- ---------- Cash used in debt transactions.................. (29,682) (2,961) Equity transactions - Proceeds from issuance of common stock through public offering................................. 82,744 88,390 Proceeds from issuance of common stock under stock purchase and option plans................. 423 163 Purchases of common stock for treasury............ (8,183) - ---------- ---------- Cash provided by financing activities........... 45,302 85,592 ---------- ---------- Increase (decrease) in cash and equivalents........... (30,753) 46,846 Cash and equivalents, beginning of period............. 61,679 16,534 ---------- ---------- Cash and equivalents, end of period................... $ 30,926 $ 63,380 ========== ========== (continued) 5 BALLY TOTAL FITNESS HOLDING CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS - (CONTINUED) (In thousands) (Unaudited) Nine months ended September 30 ----------------------- 1998 1997 ---------- ---------- SUPPLEMENTAL CASH FLOWS INFORMATION: Changes in operating assets and liabilities, net of effects from acquisitions, were as follows - Increase in installment contracts receivable.... $ (164,429) $ (99,817) Increase in other current and other assets...... (1,875) (13,307) Increase in deferred membership origination costs............................. (12,613) (1,641) Increase (decrease) in accounts payable......... 2,746 (1,187) Increase in income taxes payable................ 452 160 Increase (decrease) in accrued and other liabilities................................... 3,920 (5,369) Increase in deferred revenues................... 6,497 4,372 ---------- ---------- $ (165,302) $ (116,789) ========== ========== Cash payments for interest and income taxes were as follows - Interest paid................................... $ 25,787 $ 39,445 Interest capitalized............................ (422) (691) Income taxes paid, net.......................... 73 140 Investing and financing activities exclude the following non-cash transactions - Acquisition of business with common stock....... $ 4,400 $ - Acquisition of property and equipment through capital leases/borrowings............. 7,104 3,585 Repayments of long-term debt using proceeds from sale of property and equipment........... - 6,007 <FN> See accompanying notes. </FN> 6 BALLY TOTAL FITNESS HOLDING CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All dollar amounts in thousands, except share data) (Unaudited) BASIS OF PRESENTATION The accompanying condensed consolidated financial statements include the accounts of Bally Total Fitness Holding Corporation (the "Company") and the subsidiaries which it controls. The Company, through its subsidiaries, is a nationwide commercial operator of fitness centers with approximately 325 facilities concentrated in 27 states and Canada. The Company operates in one industry segment, and all significant revenues arise from the commercial operation of fitness centers, primarily in major metropolitan markets in the United States. Unless otherwise specified in the text, references to the Company include the Company and its subsidiaries. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 1997. All adjustments have been recorded which are, in the opinion of management, necessary for a fair presentation of the condensed consolidated balance sheet of the Company at September 30, 1998, its consolidated statement of operations for the three and nine months ended September 30, 1998 and 1997, its consolidated statement of cash flows for the nine months ended September 30, 1998 and 1997, and its consolidated statement of stockholders' equity for the nine months ended September 30, 1998. All such adjustments were of a normal recurring nature. The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles which require the Company's management to make estimates and assumptions that affect the amounts reported therein. Actual results could vary from such estimates. In addition, certain reclassifications have been made to the nine month period of 1998 to conform with the third quarter 1998 presentation. SEASONAL FACTORS The Company's operations are subject to seasonal factors and, therefore, the results of operations for the three and nine months ended September 30, 1998 and 1997 are not necessarily indicative of the results of operations for the full year. ACQUISITIONS During the second quarter of 1998, the Company acquired 9 fitness centers, 8 located in the San Francisco/Oakland area and one in Chicago. The total purchase price of the 9 centers was $6,923 consisting of 230,769 common shares of the Company stock valued at $4,400, $2,073 in cash and $450 in future consideration. STOCK OFFERING In May 1998, the Company issued 2,800,000 shares of its common stock at $31 3/8 per share through underwriters. The offering provided net proceeds of $82,744. The Company is using these proceeds to fund its growth strategy. 7 BALLY TOTAL FITNESS HOLDING CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All dollar amounts in thousands, except share data) (Unaudited) INSTALLMENT CONTRACTS RECEIVABLE SEPTEMBER 30 DECEMBER 31 1998 1997 ------------ ----------- Current: Installment contracts receivable............... $300,527 $239,448 Unearned finance charges....................... (37,273) (27,709) Allowance for doubtful receivables and cancellations................................ (63,298) (43,728) -------- -------- $199,956 $168,011 ======== ======== Long-term: Installment contracts receivable............... $288,172 $226,735 Unearned finance charges....................... (19,312) (14,357) Allowance for doubtful receivables and cancellations................................ (53,274) (36,803) -------- -------- $215,586 $175,575 ======== ======== ALLOWANCE FOR DOUBTFUL RECEIVABLES AND CANCELLATIONS A summary of the allowance for doubtful receivables and cancellations activity is as follows: Three months ended Nine months ended ----------------------- ----------------------- 1998 1997 1998 1997 ----------- ----------- ----------- ----------- Balance at beginning of period..$ 107,536 $ 88,630 $ 80,531 $ 86,095 Contract cancellations and write-offs of uncollectible amounts, net of recoveries.... (56,546) (50,522) (161,263) (149,171) Provision for cancellations (classified as a direct reduction of revenues)....... 34,725 27,848 104,749 81,467 Provision for doubtful receivables .................. 30,857 25,052 92,555 72,617 ----------- ----------- ----------- ----------- Balance at end of period........$ 116,572 $ 91,008 $ 116,572 $ 91,008 =========== =========== =========== =========== 8 BALLY TOTAL FITNESS HOLDING CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All dollar amounts in thousands, except share data) (Unaudited) EARNINGS (LOSS) PER COMMON SHARE Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period, which totaled 23,499,985 shares and 16,959,883 shares for the three months ended September 30, 1998 and 1997, respectively, and 22,180,601 shares and 13,868,305 shares for the nine months ended September 30, 1998 and 1997, respectively. Diluted earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during each period, which totaled 27,142,927 shares and 16,959,883 shares for the three months ended September 30, 1998 and 1997, respectively, and 25,971,315 shares and 13,868,305 shares for the nine months ended September 30, 1998 and 1997, respectively. Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding warrants and stock options. Common stock equivalents increased the weighted average number of shares outstanding for diluted earnings per common share by 3,642,942 and 3,790,714 share for the three and nine months ended September 30, 1998, respectively. The assumed exercise of outstanding warrants and stock options for diluted loss per common share was not applicable in 1997 because their effect was anti-dilutive. SUBSEQUENT EVENTS In November 1998, the Company amended its November 1997 three-year revolving credit agreement increasing the credit line to $90,000. The amount available under the credit line is reduced by any outstanding letters of credit, which cannot exceed $30,000. The credit line was unused except for outstanding letters of credit totaling $6.8 million as of September 30, 1998 and $6.6 million as of November 16, 1998. 9 BALLY TOTAL FITNESS HOLDING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 Net revenues for the third quarter of 1998 were $189.6 million compared to $165.1 million in 1997, an increase of $24.5 million (15%). This increase was, in part, a result of a $7.5 million (7%) increase in initial membership fees originated, consisting of a $16.0 million (18%) increase in financed memberships originated offset, in part, by an $8.5 million (54%) decrease in paid-in-full memberships originated. These results generally reflect management's strategy of selling more all-club membership plans (which typically have been financed and generate better long-term returns for the Company) and fewer single-club membership plans. The weighted average selling price of membership contracts sold increased 25%. Total membership units sold during the quarter declined slightly compared to the prior year period due primarily to the planned curtailment of sales of the lower priced, lower margin, single-club and discounted upgrade and add-on membership plans in 1998. Unit sales of all other membership types increased period over period by 10%. Dues collected increased $4.3 million (9%) from the 1997 quarter while prepaid dues increased by only $.2 million during the 1998 quarter, primarily as a result of the increasing number of members paying dues monthly by Electronic Fund Transfer (EFT) methods. The Company's experience has shown that EFT methods generally result in improved customer satisfaction, lower attrition and improved margins. Reflecting management's continuing strategy to improve the quality of its facilities, the Company, between July 1997 and September 1998, closed 10 older, typically smaller and less profitable facilities while opening 5 new, larger facilities, using its new prototype design. In addition, during the second quarter of 1998, the Company acquired 9 fitness centers, 8 located in the San Francisco/Oakland area and one in Chicago. The weighted average number of fitness centers selling memberships increased from 316 in the third quarter of 1997 to 323 in the third quarter of 1998, an increase of 2%. New membership revenue and dues collected from comparable fitness centers increased 6% over the prior year quarter. Deferred revenue accounting decreased revenues by $.2 million in the third quarter of 1998 compared to a decrease of $3.4 million in 1997. Finance charges earned during the third quarter of 1998 increased $3.6 million (36%) compared to the 1997 quarter due to the increase in the size and quality of the receivables portfolio. Receivables written off in the period, as a percent of average receivables, was 10% compared to 11% experienced during the prior year quarter. Additionally, the percentage of accounts current with all contractual payments improved to 86% from 83% as of December 31, 1997. The average interest rate for finance charges to members was substantially unchanged between the periods. Fees and other revenues increased $5.8 million (134%) over the 1997 quarter principally due to the increase in revenues from the Company's new initiatives consisting primarily of personal training fees, sales of Bfit Nutritionals(TM) and sales from Bfit Essentials(sm) retail stores. New initiative revenues totaled $8.0 million in the 1998 quarter compared to $2.6 million of similar revenues in the 1997 quarter, an increase of $5.4 million. Operating income for the third quarter of 1998 was $13.8 million compared to $.9 million in 1997. The increase of $12.9 million was due to the aforementioned $24.5 million increase in revenues and a $.6 million decline in depreciation and amortization expense, partially offset by a $12.2 million (8%) increase in operating costs and expenses. The 1997 quarter included a one-time charge of $3.1 million. The provision for doubtful receivables included in operating costs and expenses above, for the third quarter of 1998 was $30.9 million compared to $25.1 million in 1997, an increase of $5.8 million due to the increase in initial membership fees on financed memberships originated. The total provision rate, inclusive of provisions for cancellations which are reflected as a direct reduction of initial membership fees on financed memberships originated, was 41% of gross financed originations during each of the periods. 10 BALLY TOTAL FITNESS HOLDING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operating costs and expenses, excluding the separately discussed items consisting of the provision for doubtful accounts, depreciation and amortization, and the aforementioned one-time charge in the 1997 quarter, and net of direct selling costs deferred through the change in deferred membership origination costs, increased $9.5 million (8%). This increase was due principally to costs associated with the new initiatives' revenue growth and the incremental costs of operating additional clubs. The Company's interest income for the third quarter of 1998 increased to $.9 million from $.6 million in 1997 due to an increase in temporarily invested available cash balances. Interest expense was $10.2 million for the third quarter of 1998 compared to $11.7 million in 1997, a decrease of $1.5 million (13%) due to lower average interest rates. The income tax provision for the third quarter of 1998 reflects state income taxes as the federal taxes provided were offset by the reversal of valuation reserves. The 1997 income tax provision reflects state income taxes only, as no federal benefit was provided because the ultimate realization of additional deferred tax assets could not be assured. COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 Net revenues for the first nine months of 1998 were $555.0 million compared to $495.4 million in the 1997 period, an increase of $59.6 million (12%). This increase is in part a result of an increase in initial membership fees originated of $31.9 million (10%), consisting of a $55.1 million (21%) increase in financed memberships originated offset, in part, by a $23.2 million (49%) decrease in paid-in-full memberships originated. The weighted average selling price of membership contracts sold increased 22%. Total membership units sold during the first nine months of 1998 declined slightly compared to the prior year period due primarily to the planned curtailment of sales of the lower priced, lower margin, single club and discounted upgrade and add-on membership plans in 1998. Unit sales of all other membership types increased period over period by 12%. Dues collected increased $5.6 million (4%) from the 1997 period while prepaid dues decreased by $.7 million during the 1998 period. Reflecting management's continuing strategy to improve the quality of its facilities, the Company, between January 1997 and September 1998, closed 13 older, typically smaller and less profitable facilities and sold one fitness center to a franchisee while opening 11 new, larger facilities, using its new prototype design. In addition, during the first nine months of 1998, the Company acquired 9 fitness centers. The weighted average number of fitness centers selling memberships during the first nine months increased to 319 from 318 during the comparable 1997 period. New membership revenue and dues collected from comparable fitness centers increased 9% over the prior year period. Deferred revenue accounting decreased revenues by $6.5 million during the 1998 period compared to a decrease of $4.4 million in 1997. Finance charges earned increased $7.4 million (25%) in the nine months of 1998 due to the increase in the size and quality of the receivables portfolio, as previously discussed. The average interest rate for finance charges to members was substantially unchanged between the periods. Fees and other revenues increased $16.8 million (146%) over the 1997 period principally due to the increase in revenues from the Company's new initiatives consisting primarily of personal training fees, sales of Bfit Nutritionals(TM) and sales from Bfit Essentials(sm) retail stores. New initiative revenues totaled $22.5 million in the 1998 period compared to $6.2 million of similar revenues in the 1997 period, an increase of $16.3 million. Operating income for the first nine months of 1998 was $37.4 million compared to $10.3 million in the 1997 period. The increase of $27.1 million was due to the aforementioned $59.6 million increase in revenues and a $4.2 million decline in depreciation and amortization, offset, in part, by a $36.7 million (8%) increase in 11 BALLY TOTAL FITNESS HOLDING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS operating costs and expenses. The 1997 period included a one-time charge of $3.9 million. Depreciation expense is expected to decline, exclusive of the effects from additions or acquisitions, by up to $5.0 million annually during the next three years. For the first nine months of 1998 depreciation expense, as expected, declined $4.2 million, of which $2.1 million was related to the amortization portion of the aforementioned $3.9 million one-time charge. The provision for doubtful receivables, included in operating costs and expenses, for the first nine months of 1998 was $92.6 million compared to $72.6 million in 1997, an increase of $20.0 million due to the increase in initial membership fees on financed memberships originated. The total provision rate, inclusive of provisions for cancellations which are reflected as a direct reduction of initial membership fees on financed memberships originated, was 41% of gross financed originations during each of the periods. Operating costs and expenses, excluding the separately discussed items consisting of the provision for doubtful accounts, depreciation and amortization, and the aforementioned one-time charge in the 1997 period, and net of direct selling costs deferred through the change in deferred membership origination costs, increased $20.7 million (6%). This increase was due principally to costs associated with the new initiatives revenue growth and, to a lesser extent, the incremental costs of operating additional clubs. The Company's interest income for the first nine months of 1998 increased to $2.2 million from $.8 million in 1997 due to an increase in temporarily invested available cash balances. Interest expense was $30.7 million for the first nine months of 1998 compared to $34.1 million in 1997, a decrease of $3.4 million (10%) due to lower average interest rates. The income tax provision for the first nine months of 1998 reflects state income taxes as the federal taxes provided were offset by the reversal of valuation reserves. The 1997 income tax provision reflects state income taxes only, as no federal benefit was provided because the ultimate realization of additional deferred tax assets could not be assured. LIQUIDITY AND CAPITAL RESOURCES The Company is in the process of upgrading and increasing the number of its facilities to improve revenue potential from its membership and more effectively capitalize on its facilities, streamlined marketing, member support and administrative functions. Management plans to make capital expenditures of approximately $10 million to $15 million annually to maintain and upgrade the Company's existing facilities. In addition, the Company has completed nearly 80% of its planned investment of approximately $20 million to extensively add and upgrade exercise equipment, refresh interior and exterior finishes to improve club ambience, and refurbish and make major upgrades to approximately 25% of its clubs. In recent years, the Company has spent $6 million to $15 million annually, as funds were available, to open new or replacement facilities. Beginning in 1998, the Company has increased its annual spending target to approximately $20 million to $30 million to build and open 15 to 20 new facilities based on its new prototype, which is designed to cost less to construct and maintain than the Company's older facilities. The new facilities are expected to range in size generally from 15,000 to 35,000 square feet and have the capacity to accommodate significantly more members than older clubs of the same size because they will generally focus on the most widely used amenities. In May 1998, the Company issued 2,800,000 shares of its common stock at $31 3/8 per share through underwriters. The offering provided net proceeds of $82.7 million. The Company is using these proceeds to fund its growth strategy to open new fitness 12 BALLY TOTAL FITNESS HOLDING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS centers, to selectively acquire club-related real estate and to acquire fitness center operators in strategic geographic markets. The Company will allocate these proceeds among the contemplated uses based on available business opportunities and prevailing market conditions. The Company is in various stages of discussions to acquire regional operators of fitness centers. None of the individual negotiations are for a material acquisition of fitness centers or club-related real estate. On August 6, 1998, the Company announced that it has been authorized to repurchase up to 1,500,000 shares of the Company's common stock on the open market from time to time. To date the Company has repurchased 554,800 shares at an average price of $17.11 per share. In November 1998, the Company amended its November 1997 three-year revolving credit agreement increasing the credit line to $90,000. The credit line was unused except for outstanding letters of credit totaling $6.8 million as of September 30, 1998 and $6.6 million as of November 16, 1998. The Company has no scheduled principal payments under its subordinated debt until October 2007 and the principal amount of the certificates under its securitization facility remains fixed at $160 million through July 1999. Accordingly, the Company's debt service requirements, including interest, through September 30, 1999 are approximately $43.3 million. Management believes that the Company will be able to satisfy its debt service and capital expenditure requirements through September 30, 1999 along with funding any of the Company's stock repurchases, out of available cash balances and cash flow from operations. In the first nine months of 1998, cash used in operating activities was $26.2 million compared to $25.0 million in the 1997 period. Net installment contracts receivable grew $72.0 million during the 1998 period compared to $26.6 million in the 1997 period. Interest paid during the 1998 period declined $13.7 million reflecting a combination of lower average rates and timing of semi-annual payments. Excluding the growth in net receivables and changes in interest payments, operating activities provided cash of $32.1 million compared to $1.6 million for the first nine months of 1998 and 1997, respectively. The period over period improvement of $30.5 million principally reflects the $31.6 million increase in profitability for the first nine months of 1998 compared to the 1997 period. During the third quarter of 1998, normal collections from installment contracts receivable, down payments, and monthly dues improved $16.1 million compared to the 1997 quarter, entirely offsetting the planned curtailment of discounted paid-in-full memberships and discounted collection accelerations of installment contracts receivable and monthly dues. During the first nine months of 1998, normal collections improved $28.5 million compared to the 1997 period, largely offsetting the $41.2 million foregone in the planned curtailment of discounted paid-in-full memberships and discounted collection accelerations of installment contracts receivable and monthly dues. This improvement in cash flows is well-ahead of plan and should result in positive cash from operations early next year. Prior to completing public offerings of 8,000,000 shares of common stock in August 1997 and 2,800,000 shares in May 1998, which provided net proceeds totaling $171.1 million, the Company was dependent on availability under its credit facility and its operations to provide for cash needs. The Company managed liquidity requirements in recent years by emphasizing the sale of single-club paid-in-full membership plans and accelerating collections through promotional discounting of financed memberships and dues to increase available cash. Management believes use of these techniques has had a negative impact on operating results and long-term operating cash flows, and that the availability of working capital has substantially reduced the need for these techniques to be continued. Capital expenditures during the first nine months of 1998 were $54.8 million (including capital leases of $7.1 million) an increase of $32.5 million over the 1997 period. This increase is a result of the implementation of the Company's refurbishment and growth strategy discussed above. Also in January 1998, the Company redeemed the remaining $22.6 million aggregate principal amount of the 13% Senior Subordinated Notes 13 BALLY TOTAL FITNESS HOLDING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS due 2003 at a price of 106.5% of the principal amount, together with accrued and unpaid interest. YEAR 2000 The Company has completed an assessment of whether its systems and those of third parties, which could have a material impact on the Company will function properly with respect to dates in 2000 and thereafter. The Company has determined that two of its existing software applications require modification, with such modifications expected to be completed in 1998 at an aggregate cost to the Company of less than $.1 million. The Company believes that the only third parties that could have a material impact on the Company are the major financial institutions that process the Company's collections of installment receivables and dues by electronic funds transfers. Management believes that these financial institutions are currently working on modifications to their internal systems to insure that those systems will function properly with respect to dates in 2000 and thereafter and expect that these modifications will be completed in 1998. The Company does not anticipate that the noncompliance, if any, with Year 2000 of any of its non-information technology systems (i.e. embedded technology such as microcontrollers) will result in material adverse effect to the Company. Management is currently undertaking an analysis of worst case scenarios and developing contingency plans to deal with such scenarios. FORWARD-LOOKING STATEMENTS Forward-looking statements in this Form 10-Q including, without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. These factors include, among others, the following: general economic and business conditions; competition; success of operating initiatives, advertising and promotional efforts; existence of adverse publicity or litigation; acceptance of new product offerings; changes in business strategy or plans; quality of management; availability, terms, and development of capital; business abilities and judgment of personnel; changes in, or the failure to comply with, government regulations; regional weather conditions; failure of entities providing goods and services to the Company to be Year 2000 compliant; and other factors described in this Form 10-Q or in other filings of the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 14 BALLY TOTAL FITNESS HOLDING CORPORATION PART II. OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K (a) Exhibits: 10.1 Employment Agreement effective as of January 1, 1998 between the Company and John W. Dwyer. 10.2 Employment Agreement effective as of January 1, 1998 between the Company and Lee S. Hillman. 10.3 Employment Agreement effective as of January 1, 1998 between the Company and Harold Morgan. 10.4 Employment Agreement effective as of January 1, 1998 between the Company and John Wildman. 27 Financial Data Schedule for September 30, 1998 (filed electronically only). (b) Reports on Form 8-K: Financial Date Items Statements ---- ----- ---------- August 13, 1998 #5 and #7 None 15 SIGNATURE PAGE 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. BALLY TOTAL FITNESS HOLDING CORPORATION --------------------------------------------------------------- Registrant /s/ John W. Dwyer --------------------------------------------------------------- John W. Dwyer Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) Dated: November 16, 1998 16