BALLY TOTAL FITNESS HOLDING CORP
8-K, 1997-08-04
MEMBERSHIP SPORTS & RECREATION CLUBS
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                       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):  July 30, 1997



                         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 or organization)            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
















                                   Page 1 of 2
                             Exhibit Index on Page 2

<PAGE>


                   BALLY TOTAL FITNESS HOLDING CORPORATION
                                    FORM 8-K
                                 Current Report


Item 5.     Other Events

            On July 30, 1997, Bally Total Fitness Holding Corporation announced
            results for the quarter ended June 30, 1997. A copy of the press
            release relating to the results for the quarter is attached as
            Exhibit 99 hereto and is incorporated herein by reference. All
            adjustments have been recorded which are, in the opinion of
            management, necessary for a fair presentation of the information
            included in the press release. All such adjustments were of a normal
            recurring nature.


Item 7.     Financial Statements and Exhibits

            c.   Exhibits

                 99  Press Release dated July 30, 1997



                                    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, hereunto duly authorized.



                                   BALLY TOTAL FITNESS HOLDING CORPORATION
                                   ---------------------------------------
                                                 Registrant


Dated:  August 4, 1997                        /s/ Cary A. Gaan
                                  ----------------------------------------
                                                Cary A. Gaan
                                            Senior Vice President



                                   Page 2 of 2

                                                                      EXHIBIT 99



FROM:    BALLY TOTAL FITNESS HOLDING CORPORATION
         8700 West Bryn Mawr Avenue
         Chicago, IL 60631

         MWW/Strategic Communications, Inc.
         Public Relations - Tel. (201) 507-9500
         Contact:    Carreen Winters - Email: [email protected]
                     Michael W. Kempner - Email: [email protected]

- --------------------------------------------------------------------------------
                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------


            BALLY TOTAL FITNESS ANNOUNCES SECOND QUARTER 1997 RESULTS

      Chicago, July 30, 1997 - Bally Total Fitness Holding Corporation (Nasdaq
National Market: BFIT) today announced results for the quarter ended June 30,
1997. Revenues for the quarter improved by 2% over the 1996 quarter growing to
$162.0 million. Operating income before depreciation and amortization ("EBITDA")
increased 1% to $18.4 million for the second quarter of 1997. EBITDA, excluding
changes in deferred revenues and related costs, was $15.4 million compared to
$8.7 million for the 1996 quarter, a 77% increase. Operating income for the 1997
period, excluding a $3.4 million charge (principally non-recurring amortization)
related to restricted stock awards issued upon the 1996 spin-off of the Company,
was $6.7 million, an increase of 60%. Net loss for the 1997 quarter, including
the aforementioned charge for stock awards, improved to $7.3 million ($.59 per
share) from $7.9 million ($.65 per share) in 1996.
      For the six months ended June 30, 1997, revenues increased 2% to $330.5
million. EBITDA improved 18% to $37.7 million for the first six months of 1997.
EBITDA, excluding changes in deferred revenues and related costs, was $40.1
million for the 1997 period compared to $23.6 million in 1996, a 70% increase.
Operating income for the 1997 period, excluding the charge for restricted stock
awards, increased to $13.0 million from $4.3 million last year. Net loss for
first half of 1997 improved to $13.0 million ($1.06 per share) from $19.9
million ($1.63 per share) in 1996 despite the $3.4 million stock awards charge.
      Bally Total Fitness is the largest, and only nationwide, commercial
operator of fitness centers in the United States with approximately four million
members and 320 facilities in 27 states and Canada.

                                      ###
                                -table follows-

<PAGE>
<TABLE>
                    BALLY TOTAL FITNESS HOLDING CORPORATION
                        CONSOLIDATED OPERATING SUMMARY
                                  (UNAUDITED)



<CAPTION>
                                                     Three months ended June 30
                                                     --------------------------
                                                             1997          1996
                                                     ------------  ------------
                                                                  (as restated)

<S>                                                  <C>           <C>         
Revenues:
  Initial membership fees originated................ $ 94,541,000  $ 92,856,000
  Dues collected....................................   49,069,000    42,226,000
  Change in deferred revenues.......................    4,720,000    10,907,000
  Finance charges and other.........................   13,624,000    12,963,000
                                                     ------------  ------------
                                                     $161,954,000  $158,952,000

Operating income before depreciation and
  amortization ("EBITDA")........................... $ 18,351,000  $ 18,208,000
Operating income.................................... $  3,344,000  $  4,212,000
Net loss............................................ $ (7,300,000) $ (7,938,000)
Net loss per common share........................... $       (.59) $       (.65)
Average common shares outstanding ..................   12,314,465    12,170,161


<CAPTION>
                                                       Six months ended June 30
                                                     --------------------------
                                                             1997          1996
                                                     ------------  ------------
                                                                  (as restated)

<S>                                                  <C>           <C>
Revenues:
  Initial membership fees originated................ $207,584,000  $201,191,000
  Dues collected....................................   96,857,000    85,642,000
  Change in deferred revenues.......................     (945,000)   10,159,000
  Finance charges and other.........................   26,991,000    25,852,000
                                                     ------------  ------------
                                                     $330,487,000  $322,844,000

Operating income before depreciation and
  amortization ("EBITDA")........................... $ 37,715,000  $ 31,927,000
Operating income.................................... $  9,643,000  $  4,255,000
Net loss............................................ $(12,980,000) $(19,894,000)
Net loss per common share........................... $      (1.06) $      (1.63)
Average common shares outstanding...................   12,296,896    12,170,161


<FN>
NOTES:
A.   The financial data presented above for the 1996 periods have been restated
     to reflect a change in the Company's method of recognizing membership
     revenue. The Company was an indirect wholly owned subsidiary of Bally
     Entertainment Corporation ("Entertainment") until Entertainment spun-off
     the Company to its stockholders on January 9, 1996.

B.   Excluding the non-cash effects of changes in deferred revenues and related
     deferred membership origination costs, EBITDA for the three and six months
     ended June 30, 1997 was $15.4 million and $40.1 million compared to $8.7
     million and $23.6 million for the 1996 periods, increases of $6.7 million
     (77%) and $16.5 million (70%), respectively.
</FN>
</TABLE>


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