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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Clubcorp Holdings, Inc. (delisted) | NYSE:MYCC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 17.10 | 0 | 01:00:00 |
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Nevada
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20-5818205
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3030 LBJ Freeway, Suite 600
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Dallas, Texas
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75234
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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None
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(Title of class)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Club Revenue by Segment
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Total Revenue by Type
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•
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Firestone Country Club in Akron, Ohio—“Top 50 Private Clubs” (2010‑2011 Golf World)
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•
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LPGA International in Daytona Beach, Florida—“America’s Top 50 Courses for Women” (2013 Golf Digest)
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•
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Aspen Glen Club in Carbondale, Colorado, The Hills Country Club at Lakeway in Austin, Texas, Firestone Country Club in Akron, Ohio, Diamante Country Club in Hot Springs Village, Arkansas and Oak Tree Country Club in Edmond, Oklahoma—each named in their respective states “Best-in-State” (2015-2016 Golf Digest)
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•
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Brookhaven Country Club in Dallas, Texas—“Best Overall Family Club” in Dallas/Fort Worth (2016 Avid Golfer Magazine)
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•
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Vista Vallarta Club de Golf in Puerto Vallarta, Mexico—“Best Caribbean and Mexico Courses” (2014 Golfweek)
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•
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The World Golf Championships—Bridgestone Invitational at Firestone Country Club in Akron, Ohio
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•
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The Insperity Invitational (Champions Tour)—The Woodlands Country Club Tournament Course in The Woodlands, Texas
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•
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The LPGA ANA Inspiration (formerly the Kraft Nabisco Championship)—Mission Hills Country Club in Rancho Mirage, California
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The LPGA Volunteers of America Texas Shootout—Las Colinas Country Club in Irving, Texas
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•
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The Web.com Digital Ally Open at Nicklaus Golf Club—LionsGate in Overland Park, Kansas
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Club
|
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Location
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|
Revenue
(in thousands) |
|
% of Club
Revenue |
|||
Firestone Country Club
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Ohio
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$
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26,098
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|
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2.4
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%
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Coto De Caza Golf & Racquet Club
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California
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22,615
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2.1
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%
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Gleneagles Country Club
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Texas
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22,437
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|
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2.1
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%
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|
Mission Hills Country Club
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California
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21,348
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|
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2.0
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%
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|
The Woodlands Country Club Palmer Course & Tennis Center
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Texas
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21,167
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|
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2.0
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%
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The Clubs of Kingwood at Kingwood
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Texas
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21,058
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2.0
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%
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Stonebriar Country Club
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Texas
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20,050
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1.9
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%
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Brookhaven Country Club
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Texas
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18,325
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1.7
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%
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The Hills Country Club at Lakeway
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Texas
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15,611
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1.5
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%
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Braemar Country Club
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California
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14,626
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1.4
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%
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$
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203,335
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19.1
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%
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Year
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Club
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Location
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Number of Clubs
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Number of Holes
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2010
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Country Club of the South
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Georgia
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1
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18
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2011
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The Hamlet Golf & Country Club
Willow Creek Golf & Country Club
Wind Watch Golf & Country Club
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New York
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3
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54
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Canterwood Golf & Country Club
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Washington
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1
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18
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2012
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Hartefeld National Golf Club
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Pennsylvania
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1
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18
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2013
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Oak Tree Country Club
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Oklahoma
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1
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36
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Cherry Valley Country Club
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New Jersey
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1
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18
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Chantilly National Golf & Country Club
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Virginia
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1
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18
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2014
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Prestonwood Country Club - The Creek
Prestonwood Country Club - The Hills
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Texas
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2
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36
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TPC Piper Glen
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North Carolina
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1
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18
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TPC Michigan
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Michigan
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1
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18
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Oro Valley Country Club
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Arizona
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1
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18
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2015
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Ravinia Green Country Club
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Illinois
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1
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18
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Rolling Green Country Club
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Illinois
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1
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18
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Bermuda Run Country Club
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North Carolina
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1
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36
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Brookfield Country Club
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Georgia
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1
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18
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Firethorne Country Club
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North Carolina
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1
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18
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Ford's Colony Country Club
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Virginia
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1
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54
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Legacy Golf Club at Lakewood Ranch (subsequently divested)
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Florida
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1
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18
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Temple Hills Country Club
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Tennessee
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1
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27
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Bernardo Heights Country Club
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California
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1
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18
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2016
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Marsh Creek Country Club
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Florida
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1
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18
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Santa Rosa Golf and Country Club
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California
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1
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18
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Heritage Golf Club
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Ohio
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1
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18
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______________________
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Source: Bureau of Economic Analysis.
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(1)
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Leisure represents the BEA defined industry of arts, entertainment, recreation, accommodation and food services.
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(2)
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GDP represents value added; according to the BEA, value added by industry is a measure of the contribution of each industry to the nation’s GDP.
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______________________
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______________________
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Source: Thomson Reuters and University of Michigan.
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Source: Bureau of Economic Analysis.
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Golf Facilities in The U.S.
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Net Change in Total Golf Course Supply
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______________________
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______________________
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Source: National Golf Foundation
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Source: National Golf Foundation
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Spend per Golfer
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Golfers by Age
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______________________
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______________________
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Source: National Golf Foundation
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Source: National Golf Foundation
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______________________
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Source: Bureau of Economic Analysis.
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•
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low consumer confidence;
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depressed housing prices;
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changes in the desirability of particular locations, residential neighborhoods, office space or travel patterns of members;
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decreased corporate budgets and spending and cancellations, deferrals or renegotiations of group business (e.g., industry conventions);
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natural disasters, such as earthquakes, tornadoes, hurricanes, wildfires and floods;
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outbreaks of pandemic or contagious diseases;
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war, terrorist activities or threats and heightened travel security measures instituted in response to these events;
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•
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the financial condition of the airline, automotive and other transportation-related industries and its impact on travel; and
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volatility in energy prices and the impact on consumers employed within energy-related industries.
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economic downturns in a particular area;
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competition from nearby recreational or entertainment venues;
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changing demographics in a particular market or area;
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•
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changing lifestyle choices of consumers in a particular market; and
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•
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the closing or declining popularity of other businesses and entertainment venues located near our clubs.
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construction delays or cost overruns (including labor and materials) that may increase project costs;
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obtaining zoning, occupancy and other required permits or authorizations;
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governmental restrictions on the size or kind of development;
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force majeure events, including earthquakes, tornadoes, hurricanes or floods;
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design defects that could increase costs; and
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environmental concerns which may create delays or increase costs.
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spending cash, incurring debt, or issuing equity;
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•
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assuming contingent liabilities;
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creating additional expenses; or
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diversion of management’s time and attention.
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diversion of management time and focus from operating our business to integration challenges;
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•
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geographic diversity;
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•
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integrating information technology and other systems and personnel;
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•
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retaining members; and
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•
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unanticipated liabilities or litigation.
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•
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results of operations that vary from the expectations of securities analysts and investors;
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•
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results of operations that vary from those of our competitors;
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•
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changes in expectations as to our future financial performance and corporate structure, including financial estimates and investment recommendations by securities analysts and investors;
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declines in the market prices of stocks generally;
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strategic actions by us or our competitors;
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announcements by us or our competitors of significant contracts, new products, acquisitions, joint marketing relationships, joint ventures, other strategic relationships or capital commitments;
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•
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changes in general economic or market conditions or trends in our industry or markets;
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•
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changes in business or regulatory conditions;
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•
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future sales of our common stock or other securities;
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•
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investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;
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•
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the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;
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announcements relating to litigation or regulatory investigations or actions;
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guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;
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•
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the sustainability of an active trading market for our stock;
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changes in accounting principles; and
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•
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other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.
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a classified Board of Directors with staggered three-year terms;
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•
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the ability of our Board of Directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change of control;
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•
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advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings; and
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•
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certain limitations on convening special stockholder meetings and stockholder action by written consent.
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•
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it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures including reinventions, debt service requirements, acquisitions, dividends or general corporate or other purposes;
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•
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a substantial portion of our cash flows from operations will be dedicated to the payment of principal and interest on our indebtedness and will not be available for other purposes, including our operations, capital expenditures including reinventions, dividends and other business opportunities;
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•
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the debt service requirements of our indebtedness could make it more difficult for us to satisfy our financial obligations;
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•
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certain of our borrowings, including borrowings under our Secured Credit Facilities, are at variable rates of interest, exposing us to the risk of increased interest rates;
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•
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it may limit our flexibility in planning for, or our ability to adjust to, changes in our business or the industry in which we operate, and place us at a competitive disadvantage compared to our competitors that have less debt; and
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•
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we may be vulnerable to a downturn in general economic conditions or in our business, or we may be unable to carry out capital spending that is important to our growth.
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•
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our debt holders could declare all outstanding principal and interest to be due and payable;
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•
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the lenders under our Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing their borrowings; and
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•
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we could be forced into bankruptcy or liquidation.
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•
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incur or guarantee additional indebtedness;
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pay dividends or distributions on capital stock or redeem or repurchase capital stock;
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make investments;
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pay dividends or other amounts;
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sell stock of our subsidiaries;
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•
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transfer or sell assets;
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•
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create liens;
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enter into transactions with affiliates; and
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enter into mergers or consolidations.
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•
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our ability to attract and retain club members;
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•
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changes in consumer spending patterns, particularly with respect to demand for products and services;
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adverse conditions affecting the United States economy;
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•
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unusual weather patterns, extreme weather events and periodic and quasi-periodic weather patterns, such as the El Niño/La Niña Southern Oscillation;
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material cash outlays required in connection with refunds or escheatment of membership initiation deposits;
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impairments to the suitability of our club locations;
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•
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regional disruptions such as power failures, natural disasters or technical difficulties in any of the major areas in which we operate;
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•
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seasonality of demand for our services and facilities usage;
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•
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increases in the level of competition we face;
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•
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the loss of members of our management team or key employees;
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•
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increases in the cost of labor;
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•
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increases in other costs, including costs of goods, rent, water, utilities and taxes;
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•
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decreasing values of our investments;
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•
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illiquidity of real estate holdings;
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•
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timely, costly and unsuccessful development and redevelopment activities at our properties;
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•
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unsuccessful or burdensome acquisitions;
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•
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complications in integrating acquired businesses and properties into our operations;
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•
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restrictions placed on our ability to limit risk due to joint ventures and collaborative arrangements;
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•
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insufficient insurance coverage and uninsured losses;
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•
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accidents or injuries which occur at our properties;
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•
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adverse judgments or settlements;
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•
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our failure to comply with regulations relating to public facilities or our failure to retain the licenses relating to our properties;
|
•
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future environmental regulation, expenditures and liabilities;
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•
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changes in or failure to comply with laws and regulations relating to our business and properties;
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•
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failure in systems or infrastructure which maintain our internal and customer data, including as a result of cyber attacks;
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•
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sufficiency and performance of the technology we own or license;
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•
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write-offs of goodwill or other assets;
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•
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risks related to tax examinations by the IRS and other tax authorities in jurisdictions in which we operate;
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•
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significant changes in our stock price, including those caused by future sales of our common stock;
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•
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our ability to declare and pay dividends;
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•
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information published by securities analysts or other market participants that negatively impacts our stock price and trading volume;
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•
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certain provisions of our amended and restated articles of incorporation limit our stockholders’ ability to choose a forum for disputes with us or our directors, officers, employees or agents;
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•
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anti-takeover provisions could delay or prevent a change of control;
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the actions of activist stockholders could negatively impact our business and such activism could impact the trading value and volatility of our securities;
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increased costs and substantial increased time of our management team required as a result of operating as a public company;
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•
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our substantial indebtedness, which may adversely affect our financial condition and our ability to operate our business, react to changes in the economy or our industry and pay our debts, and which could divert our cash flows from operations for debt payments;
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our need to generate cash to service our indebtedness;
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the incurrence by us of substantially more debt, which could further exacerbate the risks associated with our substantial leverage;
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restrictions in our debt agreements that limit our flexibility in operating our business;
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our variable rate indebtedness could cause our debt service obligations to increase significantly; and
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•
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the other factors described elsewhere in this Form 10-K, included under the headings “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and “Quantitative and Qualitative Disclosures About Market Risk” or as described in other documents and reports we file with the SEC.
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Golf and Country Clubs Segment by
Region
|
Type of Club (1)
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Market
|
State
|
Golf
Holes
|
California Region
|
|
|
|
|
Aliso Viejo Golf Club
|
Private Country Club
|
Los Angeles
|
CA
|
18
|
Bernardo Heights Country Club
|
Private Country Club
|
San Diego
|
CA
|
18
|
Braemar Country Club
|
Private Country Club
|
Los Angeles
|
CA
|
27
|
Canyon Crest Country Club
|
Private Country Club
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Los Angeles
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CA
|
18
|
Coto De Caza Golf & Racquet Club
|
Private Country Club
|
Los Angeles
|
CA
|
36
|
Crow Canyon Country Club
|
Private Country Club
|
San Francisco
|
CA
|
18
|
Desert Falls Country Club
|
Private Country Club
|
Palm Springs
|
CA
|
18
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Empire Ranch Golf Club
|
Public Golf
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Sacramento
|
CA
|
18
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Granite Bay Golf Club
|
Private Country Club
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Sacramento
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CA
|
18
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Indian Wells Country Club
|
Private Country Club
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Palm Springs
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CA
|
36
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Mission Hills Country Club
|
Private Country Club
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Palm Springs
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CA
|
54
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Morgan Run Club & Resort
|
Private Country Club
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Santa Fe
|
CA
|
27
|
Old Ranch Country Club
|
Private Country Club
|
Los Angeles
|
CA
|
18
|
Porter Valley Country Club
|
Private Country Club
|
Los Angeles
|
CA
|
18
|
Santa Rosa Golf and Country Club
|
Private Country Club
|
Santa Rosa
|
CA
|
18
|
Shadow Ridge Country Club
|
Private Country Club
|
San Diego
|
CA
|
18
|
Spring Valley Lake Country Club
|
Private Country Club
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Los Angeles
|
CA
|
18
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Teal Bend Golf Club
|
Public Golf
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Sacramento
|
CA
|
18
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Turkey Creek Golf Club
|
Public Golf
|
Sacramento
|
CA
|
18
|
Georgia Region
|
|
|
|
|
Atlanta National Golf Club
|
Private Country Club
|
Atlanta
|
GA
|
18
|
Bear's Best Atlanta
|
Public Golf
|
Atlanta
|
GA
|
18
|
Bentwater Golf Club
|
Private Country Club
|
Atlanta
|
GA
|
18
|
Braelinn Golf Club
|
Private Country Club
|
Atlanta
|
GA
|
18
|
Brookfield Country Club
|
Private Country Club
|
Atlanta
|
GA
|
18
|
Canongate I Golf Club
|
Private Country Club
|
Atlanta
|
GA
|
36
|
Cateechee Golf Club
|
Public Golf
|
Atlanta
|
GA
|
18
|
Chapel Hills Golf Club
|
Private Country Club
|
Atlanta
|
GA
|
18
|
Country Club of Columbus
|
Private Country Club
|
Columbus
|
GA
|
18
|
Country Club of Gwinnett
|
Semi-Private Golf Club
|
Atlanta
|
GA
|
18
|
Golf and Country Clubs Segment by
Region
|
Type of Club (1)
|
Market
|
State
|
Golf
Holes
|
The Hills Country Club at Lakeway
|
Private Country Club
|
Austin
|
TX
|
18
|
The Ranch Country Club at Stonebridge
|
Private Country Club
|
Dallas
|
TX
|
27
|
The Woodlands Country Club Palmer Course & Tennis Center
|
Private Country Club
|
Houston
|
TX
|
27
|
The Woodlands Country Club Player Course
|
Private Country Club
|
Houston
|
TX
|
18
|
The Woodlands Country Club Tournament Course
|
Private Country Club
|
Houston
|
TX
|
18
|
Timarron Country Club
|
Private Country Club
|
Dallas
|
TX
|
18
|
Trophy Club Country Club
|
Private Country Club
|
Dallas
|
TX
|
36
|
Walnut Creek Country Club
|
Private Country Club
|
Dallas
|
TX
|
36
|
Wildflower Country Club
|
Private Country Club
|
Temple
|
TX
|
18
|
Willow Creek Golf Club
|
Private Country Club
|
Houston
|
TX
|
18
|
West Region
|
|
|
|
|
Anthem Golf & Country Club
|
Private Country Club
|
Phoenix
|
AZ
|
18
|
Aspen Glen Club
|
Private Country Club
|
Rocky Mountain
|
CO
|
18
|
Bear's Best Las Vegas
|
Public Golf
|
Las Vegas
|
NV
|
18
|
Black Bear Golf Club
|
Private Country Club
|
Denver
|
CO
|
18
|
Blackstone Country Club
|
Private Country Club
|
Denver
|
CO
|
18
|
Canterwood Golf & Country Club
|
Private Country Club
|
Seattle
|
WA
|
18
|
Canyon Gate Country Club
|
Private Country Club
|
Las Vegas
|
NV
|
18
|
Fort Collins Country Club
|
Private Country Club
|
Denver
|
CO
|
18
|
Gainey Ranch Golf Club
|
Private Country Club
|
Phoenix
|
AZ
|
27
|
Ironwood Club at Anthem
|
Private Country Club
|
Phoenix
|
AZ
|
18
|
Oro Valley Country Club
|
Private Country Club
|
Tucson
|
AZ
|
18
|
Seville Golf & Country Club
|
Private Country Club
|
Phoenix
|
AZ
|
18
|
Midwest Region
|
|
|
|
|
Firestone Country Club
|
Private Country Club
|
Akron
|
OH
|
63
|
Heritage Golf Club
|
Private Country Club
|
Columbus
|
OH
|
18
|
Knollwood Country Club
|
Private Country Club
|
South Bend
|
IN
|
36
|
Nicklaus Golf Club at LionsGate
|
Private Country Club
|
Kansas City
|
KS
|
18
|
Oak Pointe Country Club
|
Private Country Club
|
Detroit
|
MI
|
36
|
Quail Hollow Country Club
|
Private Country Club
|
Cleveland
|
OH
|
36
|
Ravinia Green Country Club
|
Private Country Club
|
Chicago
|
IL
|
18
|
Rolling Green Country Club
|
Private Country Club
|
Chicago
|
IL
|
18
|
Silver Lake Country Club
|
Private Country Club
|
Akron
|
OH
|
18
|
TPC Michigan
|
Semi-Private Golf Club
|
Detroit
|
MI
|
18
|
Mid-Atlantic Region
|
|
|
|
|
Bermuda Run Country Club
|
Private Country Club
|
Charlotte
|
NC
|
36
|
Bluegrass Yacht & Country Club
|
Private Country Club
|
Nashville
|
TN
|
18
|
Chantilly National Golf and Country Club
|
Private Country Club
|
Centreville
|
VA
|
18
|
Devils Ridge Golf Club
|
Private Country Club
|
Raleigh/Durham
|
NC
|
18
|
Eagle’s Nest Country Club
|
Private Country Club
|
Baltimore
|
MD
|
18
|
Firethorne Country Club
|
Private Country Club
|
Charlotte
|
NC
|
18
|
Ford's Colony Country Club
|
Semi-Private Golf Club
|
Richmond
|
VA
|
54
|
Greenbrier Country Club
|
Private Country Club
|
Norfolk
|
VA
|
18
|
Lochmere Golf Club
|
Semi-Private Golf Club
|
Raleigh/Durham
|
NC
|
18
|
Nags Head Golf Club
|
Semi-Private Golf Club
|
Outer Banks
|
NC
|
18
|
Neuse Golf Club
|
Semi-Private Golf Club
|
Raleigh/Durham
|
NC
|
18
|
Piedmont Club
|
Private Country Club
|
Washington, DC
|
VA
|
18
|
River Creek Club
|
Private Country Club
|
Washington, DC
|
VA
|
18
|
Golf and Country Clubs Segment by
Region
|
Type of Club (1)
|
Market
|
State
|
Golf
Holes
|
River Run Golf & Country Club
|
Private Country Club
|
Charlotte
|
NC
|
18
|
Sequoyah National
|
Semi-Private Golf Club
|
Whittier
|
NC
|
18
|
Stonehenge Golf & Country Club
|
Private Country Club
|
Richmond
|
VA
|
18
|
Temple Hills Country Club
|
Private Country Club
|
Nashville
|
TN
|
27
|
The Currituck Golf Club
|
Semi-Private Golf Club
|
Outer Banks
|
NC
|
18
|
TPC Piper Glen
|
Private Country Club
|
Charlotte
|
NC
|
18
|
Northeast Region
|
|
|
|
|
Cherry Valley Country Club
|
Private Country Club
|
Skillman
|
NJ
|
18
|
Diamond Run Golf Club
|
Private Country Club
|
Pittsburgh
|
PA
|
18
|
Hamlet Golf & Country Club
|
Private Country Club
|
Long Island
|
NY
|
18
|
Hartefeld National Golf Club
|
Private Country Club
|
Avondale
|
PA
|
18
|
Ipswich Country Club
|
Private Country Club
|
Boston
|
MA
|
18
|
North Hills Country Club
|
Private Country Club
|
Philadelphia
|
PA
|
18
|
Treesdale Golf & Country Club
|
Private Country Club
|
Pittsburgh
|
PA
|
27
|
Willow Creek Golf & Country Club
|
Public Golf
|
Long Island
|
NY
|
18
|
Wind Watch Golf & Country Club
|
Semi-Private Golf Club
|
Long Island
|
NY
|
18
|
Southeast Region
|
|
|
|
|
Canebrake Country Club
|
Private Country Club
|
Hattiesburg
|
MS
|
18
|
Country Club Of Hilton Head
|
Private Country Club
|
Hilton Head
|
SC
|
18
|
Countryside Country Club
|
Private Country Club
|
Clearwater
|
FL
|
27
|
Debary Golf & Country Club
|
Semi-Private Golf Club
|
Orlando
|
FL
|
18
|
Deercreek Country Club
|
Private Country Club
|
Jacksonville
|
FL
|
18
|
Diamante Golf Club
|
Private Country Club
|
Hot Springs Village
|
AR
|
18
|
East Lake Woodlands Country Club
|
Private Country Club
|
Oldsmar
|
FL
|
36
|
Golden Bear Golf Club at Indigo Run
|
Semi-Private Golf Club
|
Hilton Head
|
SC
|
18
|
Haile Plantation Golf & Country Club
|
Private Country Club
|
Gainesville
|
FL
|
18
|
Hunter's Green Country Club
|
Private Country Club
|
Tampa
|
FL
|
18
|
LPGA International
|
Semi-Private Golf Club
|
Daytona Beach
|
FL
|
36
|
Marsh Creek Country Club
|
Private Country Club
|
Jacksonville
|
FL
|
18
|
Monarch Country Club
|
Private Country Club
|
Palm Beaches
|
FL
|
18
|
Oak Tree Country Club
|
Private Country Club
|
Edmond
|
OK
|
36
|
Queens Harbour Yacht & Country Club
|
Semi-Private Golf Club
|
Jacksonville
|
FL
|
18
|
Santa Rosa Golf & Beach Club
|
Private Country Club
|
Santa Rosa Beach
|
FL
|
18
|
Southern Trace Country Club
|
Private Country Club
|
Shreveport
|
LA
|
18
|
Tampa Palms Golf & Country Club
|
Private Country Club
|
Tampa
|
FL
|
18
|
The Golf Club at Indigo Run
|
Private Country Club
|
Hilton Head
|
SC
|
18
|
Woodside Plantation Country Club
|
Private Country Club
|
Aiken
|
SC
|
45
|
International Region
|
|
|
|
|
Cozumel Country Club
|
Semi-Private Golf Club
|
Cozumel
|
Mexico
|
18
|
Marina Vallarta Club de Golf
|
Semi-Private Golf Club
|
Puerto Vallarta
|
Mexico
|
18
|
Vista Vallarta Club de Golf
|
Semi-Private Golf Club
|
Puerto Vallarta
|
Mexico
|
36
|
Total Golf & Country Clubs
|
|
|
|
3,618
|
(1)
|
Public golf courses are open to the general public. Semi-private golf clubs offer memberships in addition to limited public play.
|
Business, Sports and Alumni Clubs
Segment by Region
|
Business Type
|
Market
|
State
|
Square
Footage (1)
|
California Region
|
|
|
|
|
Center Club
|
Business Club
|
Los Angeles
|
CA
|
22,000
|
City Club Los Angeles
|
Business Club
|
Los Angeles
|
CA
|
27,000
|
Silicon Valley Capital Club
|
Business/Sports Club
|
San Jose
|
CA
|
14,000
|
University Club atop Symphony Towers
|
Business Club
|
San Diego
|
CA
|
18,000
|
Georgia Region
|
|
|
|
|
Buckhead Club
|
Business Club
|
Atlanta
|
GA
|
18,000
|
Peachtree City Tennis
|
Sports Club
|
Atlanta
|
GA
|
9,000
|
The Commerce Club
|
Business Club
|
Atlanta
|
GA
|
26,000
|
Texas Region
|
|
|
|
|
Baylor Club
|
Alumni Club
|
Waco
|
TX
|
18,000
|
Houston City Club
|
Business/Sports Club
|
Houston
|
TX
|
130,000
|
La Cima Club
|
Business Club
|
Dallas
|
TX
|
15,000
|
Plaza Club
|
Business Club
|
San Antonio
|
TX
|
19,000
|
Texas Tech University Club
|
Alumni Club
|
Lubbock
|
TX
|
20,000
|
The Downtown Club at Houston Center
|
Business/Sports Club
|
Houston
|
TX
|
55,000
|
The Downtown Club at Met
|
Business/Sports Club
|
Houston
|
TX
|
110,000
|
The Houston Club
|
Business Club
|
Houston
|
TX
|
16,000
|
The University of Texas Club
|
Alumni Club
|
Austin
|
TX
|
34,000
|
Tower Club
|
Business Club
|
Dallas
|
TX
|
29,000
|
West Region
|
|
|
|
|
Columbia Tower Club
|
Business Club
|
Seattle
|
WA
|
29,000
|
Midwest Region
|
|
|
|
|
Dayton Racquet Club
|
Business/Sports Club
|
Dayton
|
OH
|
28,000
|
Metropolitan Club
|
Business/Sports Club
|
Chicago
|
IL
|
60,000
|
Mid-America Club
|
Business Club
|
Chicago
|
IL
|
34,000
|
Skyline Club
|
Business Club
|
Detroit
|
MI
|
20,000
|
Skyline Club
|
Business Club
|
Indianapolis
|
IN
|
16,000
|
Mid-Atlantic Region
|
|
|
|
|
Cardinal Club
|
Business Club
|
Raleigh/Durham
|
NC
|
24,000
|
Carolina Club
|
Alumni Club
|
Chapel Hill
|
NC
|
15,000
|
City Club of Washington
|
Business Club
|
Washington, DC
|
DC
|
17,000
|
Club Le Conte
|
Business Club
|
Knoxville
|
TN
|
18,000
|
Crescent Club
|
Business Club
|
Memphis
|
TN
|
14,000
|
Piedmont Club
|
Business Club
|
Winston-Salem
|
NC
|
14,000
|
Tower Club Tysons Corner
|
Business Club
|
Vienna
|
VA
|
23,000
|
Town Point Club
|
Business Club
|
Norfolk
|
VA
|
18,000
|
Northeast Region
|
|
|
|
|
Boston College Club
|
Alumni Club
|
Boston
|
MA
|
17,000
|
Pyramid Club
|
Business Club
|
Philadelphia
|
PA
|
21,000
|
Rivers Club
|
Business/Sports Club
|
Pittsburgh
|
PA
|
69,000
|
The Athletic & Swim Club at Equitable Center
|
Sports Club
|
New York City
|
NY
|
25,000
|
Southeast Region
|
|
|
|
|
Capital City Club
|
Business Club
|
Columbia
|
SC
|
21,000
|
Capital City Club
|
Business Club
|
Montgomery
|
AL
|
24,000
|
Centre Club
|
Business Club
|
Tampa
|
FL
|
14,000
|
Citrus Club
|
Business/Sports Club
|
Orlando
|
FL
|
27,000
|
Commerce Club
|
Business Club
|
Greenville
|
SC
|
16,000
|
Harbour Club
|
Business Club
|
Charleston
|
SC
|
18,000
|
The Summit Club
|
Business Club
|
Birmingham
|
AL
|
19,000
|
Business, Sports and Alumni Clubs
Segment by Region
|
Business Type
|
Market
|
State
|
Square
Footage (1)
|
Tower Club
|
Business Club
|
Ft. Lauderdale
|
FL
|
11,000
|
University Center Club at Florida State
|
Alumni Club
|
Tallahassee
|
FL
|
64,000
|
International Region
|
|
|
|
|
Capital Club
|
Business Club
|
Beijing
|
China
|
60,000
|
West Lake Mansion at Meilu Legend Hotel (2)
|
Business Club
|
Hangzhou
|
China
|
175,000
|
Total Business, Sports and Alumni Clubs
|
|
|
|
1,491,000
|
(1)
|
Business, sports and alumni club size is represented in approximate square footage.
|
(2)
|
We manage the Meilu Legend Hotel and the 5,500 square foot West Lake Mansion, a private business club located within the Meilu Legend Hotel.
|
Declaration Date
|
|
Dividend Per Share
|
|
Record Date
|
|
Total Amount
|
|
Payment Date
|
||||
Fiscal Year 2015
|
|
|
|
|
|
|
||||||
March 20, 2015
|
|
$
|
0.13
|
|
|
April 2, 2015
|
|
$
|
8,399
|
|
|
April 15, 2015
|
June 25, 2015
|
|
$
|
0.13
|
|
|
July 6, 2015
|
|
$
|
8,417
|
|
|
July 15, 2015
|
September 3, 2015
|
|
$
|
0.13
|
|
|
October 1, 2015
|
|
$
|
8,416
|
|
|
October 15, 2015
|
December 9, 2015
|
|
$
|
0.13
|
|
|
January 4, 2016
|
|
$
|
8,416
|
|
|
January 15, 2016
|
|
|
|
|
|
|
|
|
|
||||
Fiscal Year 2016
|
|
|
|
|
|
|
||||||
February 18, 2016
|
|
$
|
0.13
|
|
|
April 5, 2016
|
|
$
|
8,520
|
|
|
April 15, 2016
|
June 10, 2016
|
|
$
|
0.13
|
|
|
July 1, 2016
|
|
$
|
8,508
|
|
|
July 15, 2016
|
September 29, 2016
|
|
$
|
0.13
|
|
|
October 10, 2016
|
|
$
|
8,500
|
|
|
October 17, 2016
|
December 7, 2016
|
|
$
|
0.13
|
|
|
January 6, 2017
|
|
$
|
8,490
|
|
|
January 17, 2017
|
|
|
(a) Total Number of Shares Purchased
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program
(1)
|
|
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
September 7, 2016 - October 4, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
48,463,102
|
|
October 5, 2016 - November 1, 2016
|
|
15,292
|
|
|
$
|
11.47
|
|
|
15,292
|
|
|
$
|
48,287,664
|
|
November 2, 2016 - November 29, 2016
|
|
48,252
|
|
|
$
|
11.32
|
|
|
48,252
|
|
|
$
|
47,741,518
|
|
November 30, 2016 - December 27, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
47,741,518
|
|
Total
|
|
63,544
|
|
|
|
|
63,544
|
|
|
|
(1)
|
Represents shares purchased under the share repurchase plan.
|
|
|
Number of securities to be
issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
||||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
|
1,829,321
|
|
(1)
|
$
|
—
|
|
(2)
|
1,286,997
|
|
(3)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Total
|
|
1,829,321
|
|
|
—
|
|
|
1,286,997
|
|
|
(1)
|
Represents shares reserved for issuance related to outstanding restricted stock awards and performance-based awards, net of forfeitures. The number of performance-based awards under these grants represents the target number of such awards and may increase or decrease depending upon actual performance.
|
(2)
|
All shares reserved for issuance under the Stock Plan have no exercise price.
|
(3)
|
Represents shares reserved for issuance under the Stock Plan other than shares reserved for issuance related to existing awards. This figure may increase or decrease depending upon actual performance under the terms of the outstanding performance-based awards.
|
|
Fiscal Years Ended
|
||||||||||||||||||
|
December 27, 2016
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31, 2013
|
|
December 25, 2012
|
||||||||||
|
(dollars in thousands, except per share amounts)
|
||||||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Club operations
|
$
|
781,000
|
|
|
$
|
757,472
|
|
|
$
|
629,180
|
|
|
$
|
579,751
|
|
|
$
|
535,274
|
|
Food and beverage
|
302,510
|
|
|
291,582
|
|
|
251,838
|
|
|
231,673
|
|
|
216,269
|
|
|||||
Other revenues
|
4,970
|
|
|
3,813
|
|
|
3,137
|
|
|
3,656
|
|
|
3,401
|
|
|||||
Total revenues
|
1,088,480
|
|
|
1,052,867
|
|
|
884,155
|
|
|
815,080
|
|
|
754,944
|
|
|||||
Club operating costs exclusive of depreciation
|
695,990
|
|
|
681,989
|
|
|
568,171
|
|
|
527,787
|
|
|
483,653
|
|
|||||
Cost of food and beverage sales exclusive of depreciation
|
100,490
|
|
|
96,103
|
|
|
81,165
|
|
|
74,607
|
|
|
68,735
|
|
|||||
Depreciation and amortization
|
107,200
|
|
|
103,944
|
|
|
80,792
|
|
|
72,073
|
|
|
78,286
|
|
|||||
Provision for doubtful accounts
|
3,141
|
|
|
2,551
|
|
|
2,733
|
|
|
3,483
|
|
|
2,765
|
|
|||||
Loss on disposals of assets
|
12,320
|
|
|
19,402
|
|
|
10,518
|
|
|
8,122
|
|
|
10,904
|
|
|||||
Impairment of assets
|
4,654
|
|
|
5,144
|
|
|
2,325
|
|
|
6,380
|
|
|
4,783
|
|
|||||
Equity in (earnings) loss from unconsolidated ventures
|
(5,013
|
)
|
|
1,308
|
|
|
(1,404
|
)
|
|
(2,638
|
)
|
|
(1,947
|
)
|
|||||
Selling, general and administrative
|
77,745
|
|
|
82,616
|
|
|
73,870
|
|
|
64,073
|
|
|
45,343
|
|
|||||
Operating income
|
91,953
|
|
|
59,810
|
|
|
65,985
|
|
|
61,193
|
|
|
62,422
|
|
|||||
Interest and investment income
|
608
|
|
|
5,517
|
|
|
2,582
|
|
|
333
|
|
|
1,212
|
|
|||||
Interest expense
|
(87,188
|
)
|
|
(70,672
|
)
|
|
(65,209
|
)
|
|
(83,669
|
)
|
|
(89,369
|
)
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
(2,599
|
)
|
|
(31,498
|
)
|
|
(16,856
|
)
|
|
—
|
|
|||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,132
|
|
|||||
Income (loss) from continuing operations before income taxes
|
5,373
|
|
|
(7,944
|
)
|
|
(28,140
|
)
|
|
(38,999
|
)
|
|
(23,603
|
)
|
|||||
Income tax (expense) benefit
|
(1,348
|
)
|
|
(1,629
|
)
|
|
41,469
|
|
|
(1,681
|
)
|
|
7,528
|
|
|||||
Income (loss) from continuing operations
|
$
|
4,025
|
|
|
$
|
(9,573
|
)
|
|
$
|
13,329
|
|
|
$
|
(40,680
|
)
|
|
$
|
(16,075
|
)
|
Loss from discontinued clubs, net of tax (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,917
|
)
|
|||||
Net income (loss)
|
$
|
4,025
|
|
|
$
|
(9,573
|
)
|
|
$
|
13,329
|
|
|
$
|
(40,680
|
)
|
|
$
|
(26,992
|
)
|
Net (income) loss attributable to noncontrolling interests
|
(448
|
)
|
|
61
|
|
|
(103
|
)
|
|
(212
|
)
|
|
(283
|
)
|
|||||
Net income (loss) attributable to ClubCorp
|
$
|
3,577
|
|
|
$
|
(9,512
|
)
|
|
$
|
13,226
|
|
|
$
|
(40,892
|
)
|
|
$
|
(27,275
|
)
|
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding, basic
|
64,517
|
|
|
64,364
|
|
|
63,941
|
|
|
54,172
|
|
|
50,570
|
|
|||||
Weighted average shares outstanding, diluted
|
64,584
|
|
|
64,364
|
|
|
64,318
|
|
|
54,603
|
|
|
50,570
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) per common share, basic
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to ClubCorp
|
$
|
0.05
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.21
|
|
|
$
|
(0.75
|
)
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) per common share, diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to ClubCorp
|
$
|
0.05
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.21
|
|
|
$
|
(0.75
|
)
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.53
|
|
|
$
|
0.52
|
|
|
$
|
0.49
|
|
|
$
|
0.79
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
84,601
|
|
|
$
|
116,347
|
|
|
$
|
75,047
|
|
|
$
|
53,781
|
|
|
$
|
81,965
|
|
Land and non-depreciable land improvements
|
600,402
|
|
|
600,819
|
|
|
589,975
|
|
|
530,212
|
|
|
531,265
|
|
|||||
Total assets (2)
|
2,128,714
|
|
|
2,135,251
|
|
|
2,032,541
|
|
|
1,716,191
|
|
|
1,702,680
|
|
|||||
Long-term debt (net of current portion) (2)
|
1,067,071
|
|
|
1,079,320
|
|
|
956,254
|
|
|
625,511
|
|
|
755,689
|
|
|||||
Total long-term liabilities (2)
|
1,614,403
|
|
|
1,621,466
|
|
|
1,500,248
|
|
|
1,191,171
|
|
|
1,310,140
|
|
|||||
Total equity
|
$
|
152,387
|
|
|
$
|
178,782
|
|
|
$
|
220,859
|
|
|
$
|
237,950
|
|
|
$
|
143,082
|
|
(1)
|
Immaterial amounts relating to loss from discontinued operations have been reclassified to interest and investment income for the years ended
December 29, 2015
,
December 30, 2014
and
December 31, 2013
.
|
(2)
|
We adopted Accounting Standards Update No. 2015-3 (“ASU 2015-3”),
Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
and Accounting Standards Update No. 2015-17 (“ASU 2015-17”),
Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes
during fiscal year 2016 and applied both standards retrospectively. Balance sheet data for all years presented has been recast to conform to current period presentation. See “Recently Issued Accounting Pronouncements” included in Note
2
of the Notes to Consolidated Financial Statements under Part II, Item 8: “Financial Statements” of this Form 10-K.
|
|
|
December 27, 2016
|
|
December 29, 2015
|
|
# Change
|
|
% Change
|
||||
Golf and Country Clubs (1)
|
|
120,804
|
|
|
116,303
|
|
|
4,501
|
|
|
3.9
|
%
|
Business, Sports and Alumni Clubs (1)
|
|
53,544
|
|
|
54,980
|
|
|
(1,436
|
)
|
|
(2.6
|
)%
|
Total memberships at end of period (1)
|
|
174,348
|
|
|
171,283
|
|
|
3,065
|
|
|
1.8
|
%
|
(1)
|
Membership counts exclude memberships at managed clubs. As of
December 27, 2016
, we had
9,366
memberships at managed clubs, including
3,871
memberships at golf and country clubs and
5,495
memberships at business, sports and alumni clubs, excluding certain international club memberships.
|
|
Golf & Country Clubs
|
|
Business, Sports & Alumni Clubs
|
||||||||||||||||||||||||||
Acquisitions / (Dispositions)
|
Owned
Clubs |
|
Leased
Clubs |
|
Managed
|
|
Joint
Venture |
|
Total
|
|
Owned
Clubs |
|
Leased
Clubs |
|
Managed
|
|
Joint
Venture |
|
Total
|
||||||||||
December 30, 2014
|
116
|
|
|
18
|
|
|
17
|
|
|
6
|
|
|
157
|
|
|
1
|
|
|
44
|
|
|
4
|
|
|
1
|
|
|
50
|
|
First Quarter 2015 (1)
|
2
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Second Quarter 2015 (2)
|
6
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Third Quarter 2015 (3)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Fourth Quarter 2015 (4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
December 29, 2015
|
124
|
|
|
18
|
|
|
10
|
|
|
6
|
|
|
158
|
|
|
1
|
|
|
44
|
|
|
3
|
|
|
1
|
|
|
49
|
|
First Quarter 2016 (5)
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Second Quarter 2016 (6)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Third Quarter 2016 (7)
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Fourth Quarter 2016 (8)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
December 27, 2016
|
127
|
|
|
17
|
|
|
9
|
|
|
6
|
|
|
159
|
|
|
—
|
|
|
43
|
|
|
3
|
|
|
1
|
|
|
47
|
|
(1)
|
In January 2015, we purchased Ravinia Green Country Club, a private golf club in Riverwoods, Illinois and Rolling Green Country Club, a private golf club in Arlington Heights, Illinois. During the twelve weeks ended March 24, 2015, the management agreement with Shoreby Club, a business and sports club located in Bratenahl, Ohio, was terminated. Additionally, during the twelve weeks ended March 24, 2015, certain management agreements acquired with the Sequoia Golf acquisition were terminated, including a multi-course management agreement for Klein Creek Golf Club, a public golf course located in Winfield, Illinois, The Grove Country Club, a private country club located in Long Grove, Illinois, The Royal Fox Country Club and The Royal Hawk Country Club, private country clubs both located in St. Charles, Illinois and a management agreement with Smoke Rise Country Club, a private country club located in Stone Mountain, Georgia.
|
(2)
|
In April 2015, we acquired a multi-club portfolio of
six
golf and country clubs in the southeastern U.S. This acquisition included four private clubs, one semi-private club and one public golf course, which consisted of:
|
(3)
|
In June 2015, the management agreement with Regatta Bay Golf and Country Club, a private country club located in Destin, Florida, was terminated. Additionally, in July 2015, the management agreement with University of Massachusetts Club, an alumni club located in Boston, Massachusetts, was terminated.
|
(4)
|
In November 2015, we entered into a management agreement with Santa Rosa Golf and Beach Club, a private golf and beach club in Santa Rosa Beach, Florida and we began managing and operating West Lake Mansion at Meilu Legend Hotel, a private business club located in Hangzhou, China. Additionally, in November 2015, we sold Legacy Golf Club at Lakewood Ranch, a public golf course in Bradenton, Florida. In December 2015, we purchased Bernardo Heights Country Club, a private country club located in San Diego, California. In December 2015, the management agreement with Rancho Vista Golf Club, a public golf course located in Rancho Vista, California, was terminated.
|
(5)
|
In December 2015, during the twelve weeks ended March 22, 2016, the management agreement with Jefferson Lakeside Country Club, a private country club located in Richmond, Virginia was terminated. Additionally, in December 2015, during the twelve weeks ended March 22, 2016, we closed Greenspoint Club, an owned business and sports club located in Houston, Texas. In February 2016, we purchased Marsh Creek Country Club, a private country club in St. Augustine, Florida. In March 2016, we purchased Santa Rosa Golf and Country Club, a private country club in Santa Rosa, California.
|
(6)
|
In June 2016, we entered into a management agreement with Country Club of Columbus, a private country club located in Columbus, Georgia.
|
(7)
|
In July 2016, the management agreement with Mill Creek Country Club, a private country club located in Mill Creek, Washington was terminated. In August 2016, we purchased Heritage Golf Club, a private country club in Hilliard, Ohio.
|
(8)
|
In September 2016, the lease of Airways Golf Club, a leased public golf course in Fresno, California, was terminated. Additionally, in December 2016, we closed University Club, a leased business and sports club located in Jacksonville, Florida.
|
|
Fiscal Year Ended
|
||||||||||
|
December 27, 2016
|
|
December 29, 2015
|
|
December 30, 2014
|
||||||
|
(dollars in thousands)
|
||||||||||
Net income (loss)
|
$
|
4,025
|
|
|
$
|
(9,573
|
)
|
|
$
|
13,329
|
|
Interest expense
|
87,188
|
|
|
70,672
|
|
|
65,209
|
|
|||
Income tax expense (benefit)
|
1,348
|
|
|
1,629
|
|
|
(41,469
|
)
|
|||
Interest and investment income
|
(608
|
)
|
|
(5,517
|
)
|
|
(2,582
|
)
|
|||
Depreciation and amortization
|
107,200
|
|
|
103,944
|
|
|
80,792
|
|
|||
EBITDA
|
$
|
199,153
|
|
|
$
|
161,155
|
|
|
$
|
115,279
|
|
Impairments and disposition of assets (1)
|
16,974
|
|
|
24,546
|
|
|
12,843
|
|
|||
Loss (income) from divested clubs (2)
|
751
|
|
|
25
|
|
|
(1,097
|
)
|
|||
Loss on extinguishment of debt (3)
|
—
|
|
|
2,599
|
|
|
31,498
|
|
|||
Non-cash adjustments (4)
|
255
|
|
|
2,008
|
|
|
2,007
|
|
|||
Acquisition related costs (5)
|
1,409
|
|
|
4,965
|
|
|
10,568
|
|
|||
Capital structure costs (6)
|
1,840
|
|
|
10,047
|
|
|
8,785
|
|
|||
Centralization and transformation costs (7)
|
9,806
|
|
|
8,495
|
|
|
1,330
|
|
|||
Other adjustments (8)
|
5,076
|
|
|
7,397
|
|
|
4,632
|
|
|||
Equity-based compensation expense (9)
|
7,005
|
|
|
4,970
|
|
|
4,303
|
|
|||
Deferred revenue adjustment (10)
|
5,419
|
|
|
7,111
|
|
|
5,644
|
|
|||
Adjusted EBITDA
|
$
|
247,688
|
|
|
$
|
233,318
|
|
|
$
|
195,792
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27, 2016
|
|
December 29, 2015
|
|
December 30, 2014
|
||||||
|
(dollars in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
157,654
|
|
|
$
|
152,270
|
|
|
$
|
129,158
|
|
Interest expense
|
87,188
|
|
|
70,672
|
|
|
65,209
|
|
|||
Income tax expense (benefit)
|
1,348
|
|
|
1,629
|
|
|
(41,469
|
)
|
|||
Interest and investment income
|
(608
|
)
|
|
(5,517
|
)
|
|
(2,582
|
)
|
|||
Loss (income) from divested clubs (2)
|
751
|
|
|
25
|
|
|
(1,097
|
)
|
|||
Loss on extinguishment of debt (3)
|
—
|
|
|
2,599
|
|
|
31,498
|
|
|||
Non-cash adjustments (4)
|
255
|
|
|
2,008
|
|
|
2,007
|
|
|||
Acquisition related costs (5)
|
1,409
|
|
|
4,965
|
|
|
10,568
|
|
|||
Capital structure costs (6)
|
1,840
|
|
|
10,047
|
|
|
8,785
|
|
|||
Centralization and transformation costs (7)
|
9,806
|
|
|
8,495
|
|
|
1,330
|
|
|||
Other adjustments (8)
|
5,076
|
|
|
7,397
|
|
|
4,632
|
|
|||
Deferred revenue adjustment (10)
|
5,419
|
|
|
7,111
|
|
|
5,644
|
|
|||
Certain adjustments to reconcile net income (loss) to operating cash flows (11)
|
(22,450
|
)
|
|
(28,383
|
)
|
|
(17,891
|
)
|
|||
Adjusted EBITDA
|
$
|
247,688
|
|
|
$
|
233,318
|
|
|
$
|
195,792
|
|
(1)
|
Includes non-cash impairment charges related to property and equipment and intangible assets and loss on disposals of assets (including property and equipment disposed of in connection with renovations).
|
(2)
|
Net income or loss from divested clubs that do not qualify as discontinued operations in accordance with GAAP.
|
(3)
|
Includes loss on extinguishment of debt calculated in accordance with GAAP.
|
(4)
|
Includes non-cash items related to purchase accounting associated with the acquisition of ClubCorp, Inc. (“CCI”) in 2006 by affiliates of KSL.
|
(5)
|
Represents legal and professional fees related to the acquisition of clubs, including the acquisition of Sequoia Golf on
September 30, 2014
.
|
(6)
|
Represents legal and professional fees related to our capital structure, including debt issuance and amendment costs and equity offering costs.
|
(7)
|
Includes fees and expenses associated with initial compliance with Section 404(b) of the Sarbanes-Oxley Act (‘‘SOX 404(b)’’), which were primarily incurred in fiscal year 2015 and the twelve weeks ended March 22, 2016, and related centralization and transformation of administrative processes, finance processes and related IT systems.
|
(8)
|
Represents adjustments permitted by the credit agreement governing the Secured Credit Facilities including cash distributions from equity method investments less equity in earnings recognized for said investments, income or loss attributable to non-controlling equity interests and expenses paid to an affiliate of KSL.
|
(9)
|
Includes equity-based compensation expense, calculated in accordance with GAAP, related to awards held by certain employees, executives and directors.
|
(10)
|
Represents estimated deferred revenue, calculated using current membership life estimates related to initiation payments that would have been recognized in the applicable period but for the application of purchase accounting in connection with the acquisition of CCI in 2006 and the acquisition of Sequoia Golf on
September 30, 2014
.
|
(11)
|
Includes the following adjustments to reconcile net income (loss) to net cash provided by operating activities from our Consolidated Statements of Cash Flows: Net change in prepaid expenses and other assets, net change in receivables and membership notes, net change in accounts payable and accrued liabilities, net change in other current liabilities, bad debt expense, equity in loss (earnings) from unconsolidated ventures, gain on investment in unconsolidated ventures, distribution from investment in unconsolidated ventures, debt issuance costs and term loan discount, accretion of discount on member deposits, net change in deferred tax assets and liabilities and net change in other long-term liabilities. Certain other adjustments to reconcile net income (loss) to net cash provided by operating activities are not included as they are excluded from both net cash provided by operating activities and Adjusted EBITDA.
|
|
Fiscal Year Ended
|
|||||||||||||||||||
|
December 27, 2016
|
|
% of Revenue
|
|
December 29, 2015
|
|
% of Revenue
|
|
December 30, 2014
|
|
% of Revenue
|
|||||||||
|
|
|
|
|
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Club operations
|
$
|
781,000
|
|
|
71.8
|
%
|
|
$
|
757,472
|
|
|
71.9
|
%
|
|
$
|
629,180
|
|
|
71.2
|
%
|
Food and beverage
|
302,510
|
|
|
27.8
|
%
|
|
291,582
|
|
|
27.7
|
%
|
|
251,838
|
|
|
28.5
|
%
|
|||
Other revenues
|
4,970
|
|
|
0.5
|
%
|
|
3,813
|
|
|
0.4
|
%
|
|
3,137
|
|
|
0.4
|
%
|
|||
Total revenues
|
1,088,480
|
|
|
|
|
|
1,052,867
|
|
|
|
|
|
884,155
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct and selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Club operating costs exclusive of depreciation
|
695,990
|
|
|
63.9
|
%
|
|
681,989
|
|
|
64.8
|
%
|
|
568,171
|
|
|
64.3
|
%
|
|||
Cost of food and beverage sales exclusive of depreciation
|
100,490
|
|
|
9.2
|
%
|
|
96,103
|
|
|
9.1
|
%
|
|
81,165
|
|
|
9.2
|
%
|
|||
Depreciation and amortization
|
107,200
|
|
|
9.8
|
%
|
|
103,944
|
|
|
9.9
|
%
|
|
80,792
|
|
|
9.1
|
%
|
|||
Provision for doubtful accounts
|
3,141
|
|
|
0.3
|
%
|
|
2,551
|
|
|
0.2
|
%
|
|
2,733
|
|
|
0.3
|
%
|
|||
Loss on disposals of assets
|
12,320
|
|
|
1.1
|
%
|
|
19,402
|
|
|
1.8
|
%
|
|
10,518
|
|
|
1.2
|
%
|
|||
Impairment of assets
|
4,654
|
|
|
0.4
|
%
|
|
5,144
|
|
|
0.5
|
%
|
|
2,325
|
|
|
0.3
|
%
|
|||
Equity in (earnings) loss from unconsolidated ventures
|
(5,013
|
)
|
|
(0.5
|
)%
|
|
1,308
|
|
|
0.1
|
%
|
|
(1,404
|
)
|
|
(0.2
|
)%
|
|||
Selling, general and administrative
|
77,745
|
|
|
7.1
|
%
|
|
82,616
|
|
|
7.8
|
%
|
|
73,870
|
|
|
8.4
|
%
|
|||
Operating income
|
91,953
|
|
|
8.4
|
%
|
|
59,810
|
|
|
5.7
|
%
|
|
65,985
|
|
|
7.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest and investment income
|
608
|
|
|
0.1
|
%
|
|
5,517
|
|
|
0.5
|
%
|
|
2,582
|
|
|
0.3
|
%
|
|||
Interest expense
|
(87,188
|
)
|
|
(8.0
|
)%
|
|
(70,672
|
)
|
|
(6.7
|
)%
|
|
(65,209
|
)
|
|
(7.4
|
)%
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
%
|
|
(2,599
|
)
|
|
(0.2
|
)%
|
|
(31,498
|
)
|
|
(3.6
|
)%
|
|||
Income (loss) before income taxes
|
5,373
|
|
|
0.5
|
%
|
|
(7,944
|
)
|
|
(0.8
|
)%
|
|
(28,140
|
)
|
|
(3.2
|
)%
|
|||
Income tax (expense) benefit
|
(1,348
|
)
|
|
(0.1
|
)%
|
|
(1,629
|
)
|
|
(0.2
|
)%
|
|
41,469
|
|
|
4.7
|
%
|
|||
NET INCOME (LOSS)
|
4,025
|
|
|
0.4
|
%
|
|
(9,573
|
)
|
|
(0.9
|
)%
|
|
13,329
|
|
|
1.5
|
%
|
|||
Net (income) loss attributable to noncontrolling interests
|
(448
|
)
|
|
—
|
%
|
|
61
|
|
|
—
|
%
|
|
(103
|
)
|
|
—
|
%
|
|||
Net income (loss) attributable to ClubCorp
|
$
|
3,577
|
|
|
0.3
|
%
|
|
$
|
(9,512
|
)
|
|
(0.9
|
)%
|
|
$
|
13,226
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC
|
64,517
|
|
|
|
|
64,364
|
|
|
|
|
63,941
|
|
|
|
||||||
WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED
|
64,584
|
|
|
|
|
64,364
|
|
|
|
|
64,318
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
INCOME (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) attributable to ClubCorp, Basic
|
$
|
0.05
|
|
|
|
|
$
|
(0.15
|
)
|
|
|
|
$
|
0.21
|
|
|
|
|||
Net income (loss) attributable to ClubCorp, Diluted
|
$
|
0.05
|
|
|
|
|
$
|
(0.15
|
)
|
|
|
|
$
|
0.21
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
|
December 27,
2016 (52 weeks) |
|
December 29,
2015 (52 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Total revenues
|
|
$
|
1,088,480
|
|
|
$
|
1,052,867
|
|
|
$
|
35,613
|
|
|
3.4
|
%
|
Club operating costs and expenses exclusive of depreciation (1)
|
|
799,621
|
|
|
780,643
|
|
|
18,978
|
|
|
2.4
|
%
|
|||
Depreciation and amortization
|
|
107,200
|
|
|
103,944
|
|
|
3,256
|
|
|
3.1
|
%
|
|||
Loss on disposals of assets
|
|
12,320
|
|
|
19,402
|
|
|
(7,082
|
)
|
|
(36.5
|
)%
|
|||
Impairment of assets
|
|
4,654
|
|
|
5,144
|
|
|
(490
|
)
|
|
(9.5
|
)%
|
|||
Equity in (earnings) loss from unconsolidated ventures
|
|
(5,013
|
)
|
|
1,308
|
|
|
(6,321
|
)
|
|
(483.3
|
)%
|
|||
Selling, general and administrative
|
|
77,745
|
|
|
82,616
|
|
|
(4,871
|
)
|
|
(5.9
|
)%
|
|||
Operating income
|
|
91,953
|
|
|
59,810
|
|
|
32,143
|
|
|
53.7
|
%
|
|||
Interest and investment income
|
|
608
|
|
|
5,517
|
|
|
(4,909
|
)
|
|
(89.0
|
)%
|
|||
Interest expense
|
|
(87,188
|
)
|
|
(70,672
|
)
|
|
(16,516
|
)
|
|
(23.4
|
)%
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
(2,599
|
)
|
|
2,599
|
|
|
100.0
|
%
|
|||
Income (loss) before income taxes
|
|
5,373
|
|
|
(7,944
|
)
|
|
13,317
|
|
|
167.6
|
%
|
|||
Income tax expense
|
|
(1,348
|
)
|
|
(1,629
|
)
|
|
281
|
|
|
17.2
|
%
|
|||
Net income (loss)
|
|
$
|
4,025
|
|
|
$
|
(9,573
|
)
|
|
$
|
13,598
|
|
|
142.0
|
%
|
(1)
|
Comprised of club operating costs, cost of food and beverage sales and provision for doubtful accounts.
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Components of selling, general and administrative
expense (1)
|
|
December 27,
2016 (52 weeks) |
|
December 29,
2015 (52 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Selling, general and administrative expense, excluding equity-based compensation and capital structure costs
|
|
$
|
71,835
|
|
|
$
|
69,052
|
|
|
$
|
2,783
|
|
|
4.0
|
%
|
Capital structure costs
|
|
1,839
|
|
|
10,034
|
|
|
(8,195
|
)
|
|
(81.7
|
)%
|
|||
Equity-based compensation
|
|
4,071
|
|
|
3,530
|
|
|
541
|
|
|
15.3
|
%
|
|||
Selling, general and administrative
|
|
$
|
77,745
|
|
|
$
|
82,616
|
|
|
$
|
(4,871
|
)
|
|
(5.9
|
)%
|
(1)
|
Selling, general and administrative expense, excluding equity-based compensation and capital structure costs, is a non-GAAP financial measure. We believe this measure is informative to investors because excluding capital structure costs and equity-based compensation will allow investors to more meaningfully compare our disaggregated results between periods.
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Consolidated Summary
|
|
December 27,
2016 (52 weeks) |
|
December 29,
2015 (52 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Total Revenue
|
|
$
|
1,088,480
|
|
|
$
|
1,052,867
|
|
|
$
|
35,613
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Golf and Country Clubs Adjusted EBITDA (1)
|
|
$
|
260,595
|
|
|
$
|
245,696
|
|
|
$
|
14,899
|
|
|
6.1
|
%
|
Business, Sports and Alumni Clubs Adjusted EBITDA (1)
|
|
41,592
|
|
|
39,712
|
|
|
1,880
|
|
|
4.7
|
%
|
|||
Corporate expenses and other operations
|
|
(54,499
|
)
|
|
(52,090
|
)
|
|
(2,409
|
)
|
|
(4.6
|
)%
|
|||
Adjusted EBITDA
|
|
$
|
247,688
|
|
|
$
|
233,318
|
|
|
$
|
14,370
|
|
|
6.2
|
%
|
(1)
|
See ‘‘Basis of Presentation—EBITDA and Adjusted EBITDA’’ for the definition of Adjusted EBITDA and a reconciliation of net (loss) income to Adjusted EBITDA.
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Golf and Country Club Segment
|
|
December 27,
2016 (52 weeks) |
|
December 29,
2015 (52 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Same Store Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|
|||||||
Dues
|
|
$
|
404,380
|
|
|
$
|
391,207
|
|
|
$
|
13,173
|
|
|
3.4
|
%
|
Food and Beverage
|
|
188,111
|
|
|
182,387
|
|
|
5,724
|
|
|
3.1
|
%
|
|||
Golf Operations
|
|
178,042
|
|
|
179,220
|
|
|
(1,178
|
)
|
|
(0.7
|
)%
|
|||
Other
|
|
57,378
|
|
|
58,647
|
|
|
(1,269
|
)
|
|
(2.2
|
)%
|
|||
Revenue
|
|
$
|
827,911
|
|
|
$
|
811,461
|
|
|
$
|
16,450
|
|
|
2.0
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
574,773
|
|
|
$
|
569,153
|
|
|
$
|
5,620
|
|
|
1.0
|
%
|
Adjusted EBITDA
|
|
$
|
253,138
|
|
|
$
|
242,308
|
|
|
$
|
10,830
|
|
|
4.5
|
%
|
Adjusted EBITDA Margin
|
|
30.6
|
%
|
|
29.9
|
%
|
|
70 bps
|
|
2.3
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
New or Acquired Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
51,174
|
|
|
$
|
29,880
|
|
|
$
|
21,294
|
|
|
NM
|
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
43,717
|
|
|
$
|
26,492
|
|
|
$
|
17,225
|
|
|
NM
|
|
Adjusted EBITDA
|
|
$
|
7,457
|
|
|
$
|
3,388
|
|
|
$
|
4,069
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Golf and Country Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
879,085
|
|
|
$
|
841,341
|
|
|
$
|
37,744
|
|
|
4.5
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
618,490
|
|
|
$
|
595,645
|
|
|
$
|
22,845
|
|
|
3.8
|
%
|
Adjusted EBITDA
|
|
$
|
260,595
|
|
|
$
|
245,696
|
|
|
$
|
14,899
|
|
|
6.1
|
%
|
Adjusted EBITDA Margin
|
|
29.6
|
%
|
|
29.2
|
%
|
|
40 bps
|
|
1.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Total memberships, excluding managed club memberships
|
|
120,804
|
|
|
116,303
|
|
|
4,501
|
|
|
3.9
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Business, Sports and Alumni Club Segment
|
|
December 27,
2016 (52 weeks) |
|
December 29,
2015 (52 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Same Store Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|
|||||||
Dues
|
|
$
|
81,036
|
|
|
$
|
79,732
|
|
|
$
|
1,304
|
|
|
1.6
|
%
|
Food and Beverage
|
|
100,293
|
|
|
99,274
|
|
|
1,019
|
|
|
1.0
|
%
|
|||
Other
|
|
11,901
|
|
|
11,845
|
|
|
56
|
|
|
0.5
|
%
|
|||
Revenue
|
|
$
|
193,230
|
|
|
$
|
190,851
|
|
|
$
|
2,379
|
|
|
1.2
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
151,761
|
|
|
$
|
151,125
|
|
|
$
|
636
|
|
|
0.4
|
%
|
Adjusted EBITDA
|
|
$
|
41,469
|
|
|
$
|
39,726
|
|
|
$
|
1,743
|
|
|
4.4
|
%
|
Adjusted EBITDA Margin
|
|
21.5
|
%
|
|
20.8
|
%
|
|
70 bps
|
|
3.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
New or Acquired Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
160
|
|
|
$
|
25
|
|
|
$
|
135
|
|
|
NM
|
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
37
|
|
|
$
|
39
|
|
|
$
|
(2
|
)
|
|
NM
|
|
Adjusted EBITDA
|
|
$
|
123
|
|
|
$
|
(14
|
)
|
|
$
|
137
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Business, Sports and Alumni Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
193,390
|
|
|
$
|
190,876
|
|
|
$
|
2,514
|
|
|
1.3
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
151,798
|
|
|
$
|
151,164
|
|
|
$
|
634
|
|
|
0.4
|
%
|
Adjusted EBITDA
|
|
$
|
41,592
|
|
|
$
|
39,712
|
|
|
$
|
1,880
|
|
|
4.7
|
%
|
Adjusted EBITDA Margin
|
|
21.5
|
%
|
|
20.8
|
%
|
|
70 bps
|
|
3.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Total memberships, excluding managed club memberships
|
|
53,544
|
|
|
54,980
|
|
|
(1,436
|
)
|
|
(2.6
|
)%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
|
December 27,
2016 |
|
December 29,
2015 |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Corporate expenses and other operations
|
|
$
|
(54,499
|
)
|
|
$
|
(52,090
|
)
|
|
$
|
(2,409
|
)
|
|
(4.6
|
)%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
|
December 29,
2015 (52 weeks) |
|
December 30,
2014 (52 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Total revenues
|
|
$
|
1,052,867
|
|
|
$
|
884,155
|
|
|
$
|
168,712
|
|
|
19.1
|
%
|
Club operating costs and expenses exclusive of depreciation (1)
|
|
780,643
|
|
|
652,069
|
|
|
128,574
|
|
|
19.7
|
%
|
|||
Depreciation and amortization
|
|
103,944
|
|
|
80,792
|
|
|
23,152
|
|
|
28.7
|
%
|
|||
Loss on disposals of assets
|
|
19,402
|
|
|
10,518
|
|
|
8,884
|
|
|
84.5
|
%
|
|||
Impairment of assets
|
|
5,144
|
|
|
2,325
|
|
|
2,819
|
|
|
121.2
|
%
|
|||
Equity in loss (earnings) from unconsolidated ventures
|
|
1,308
|
|
|
(1,404
|
)
|
|
2,712
|
|
|
193.2
|
%
|
|||
Selling, general and administrative
|
|
82,616
|
|
|
73,870
|
|
|
8,746
|
|
|
11.8
|
%
|
|||
Operating income
|
|
59,810
|
|
|
65,985
|
|
|
(6,175
|
)
|
|
(9.4
|
)%
|
|||
Interest and investment income
|
|
5,517
|
|
|
2,582
|
|
|
2,935
|
|
|
113.7
|
%
|
|||
Interest expense
|
|
(70,672
|
)
|
|
(65,209
|
)
|
|
(5,463
|
)
|
|
(8.4
|
)%
|
|||
Loss on extinguishment of debt
|
|
(2,599
|
)
|
|
(31,498
|
)
|
|
28,899
|
|
|
91.7
|
%
|
|||
Loss before income taxes
|
|
(7,944
|
)
|
|
(28,140
|
)
|
|
20,196
|
|
|
71.8
|
%
|
|||
Income tax (expense) benefit
|
|
(1,629
|
)
|
|
41,469
|
|
|
(43,098
|
)
|
|
(103.9
|
)%
|
|||
Net (loss) income
|
|
$
|
(9,573
|
)
|
|
$
|
13,329
|
|
|
$
|
(22,902
|
)
|
|
(171.8
|
)%
|
(1)
|
Comprised of club operating costs, cost of food and beverage sales and provision for doubtful accounts.
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Components of selling, general and administrative
expense (1)
|
|
December 29,
2015 (52 weeks) |
|
December 30,
2014 (52 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Selling, general and administrative expense, excluding equity-based compensation and capital structure costs
|
|
$
|
69,052
|
|
|
$
|
62,177
|
|
|
$
|
6,875
|
|
|
11.1
|
%
|
Capital structure costs
|
|
10,034
|
|
|
8,785
|
|
|
1,249
|
|
|
14.2
|
%
|
|||
Equity-based compensation
|
|
3,530
|
|
|
2,908
|
|
|
622
|
|
|
21.4
|
%
|
|||
Selling, general and administrative
|
|
$
|
82,616
|
|
|
$
|
73,870
|
|
|
$
|
8,746
|
|
|
11.8
|
%
|
(1)
|
Selling, general and administrative expense, excluding equity-based compensation and capital structure costs, is a non-GAAP financial measure. We believe this measure is informative to investors because excluding capital structure costs and equity-based compensation will allow investors to more meaningfully compare our disaggregated results between periods.
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Consolidated Summary
|
|
December 29,
2015 (52 weeks) |
|
December 30,
2014 (52 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Total Revenue
|
|
$
|
1,052,867
|
|
|
$
|
884,155
|
|
|
$
|
168,712
|
|
|
19.1
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Golf and Country Clubs Adjusted EBITDA (1)
|
|
$
|
245,696
|
|
|
$
|
202,887
|
|
|
$
|
42,809
|
|
|
21.1
|
%
|
Business, Sports and Alumni Clubs Adjusted EBITDA (1)
|
|
39,712
|
|
|
34,727
|
|
|
4,985
|
|
|
14.4
|
%
|
|||
Corporate expenses and other operations
|
|
(52,090
|
)
|
|
(41,822
|
)
|
|
(10,268
|
)
|
|
(24.6
|
)%
|
|||
Adjusted EBITDA
|
|
$
|
233,318
|
|
|
$
|
195,792
|
|
|
$
|
37,526
|
|
|
19.2
|
%
|
(1)
|
See ‘‘Basis of Presentation—EBITDA and Adjusted EBITDA’’ for the definition of Adjusted EBITDA and a reconciliation of net (loss) income to Adjusted EBITDA.
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Golf and Country Club Segment
|
|
December 29,
2015 (52 weeks) |
|
December 30,
2014 (52 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Same Store Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|
|||||||
Dues
|
|
$
|
316,939
|
|
|
$
|
305,790
|
|
|
$
|
11,149
|
|
|
3.6
|
%
|
Food and Beverage
|
|
152,457
|
|
|
149,187
|
|
|
3,270
|
|
|
2.2
|
%
|
|||
Golf Operations
|
|
143,528
|
|
|
143,672
|
|
|
(144
|
)
|
|
(0.1
|
)%
|
|||
Other
|
|
48,266
|
|
|
49,756
|
|
|
(1,490
|
)
|
|
(3.0
|
)%
|
|||
Revenue
|
|
$
|
661,190
|
|
|
$
|
648,405
|
|
|
$
|
12,785
|
|
|
2.0
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
459,033
|
|
|
$
|
456,905
|
|
|
$
|
2,128
|
|
|
0.5
|
%
|
Adjusted EBITDA
|
|
$
|
202,157
|
|
|
$
|
191,500
|
|
|
$
|
10,657
|
|
|
5.6
|
%
|
Adjusted EBITDA Margin
|
|
30.6
|
%
|
|
29.5
|
%
|
|
110 bps
|
|
3.7
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
New or Acquired Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
180,151
|
|
|
$
|
45,084
|
|
|
$
|
135,067
|
|
|
NM
|
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
136,612
|
|
|
$
|
33,697
|
|
|
$
|
102,915
|
|
|
NM
|
|
Adjusted EBITDA
|
|
$
|
43,539
|
|
|
$
|
11,387
|
|
|
$
|
32,152
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Golf and Country Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
841,341
|
|
|
$
|
693,489
|
|
|
$
|
147,852
|
|
|
21.3
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
595,645
|
|
|
$
|
490,602
|
|
|
$
|
105,043
|
|
|
21.4
|
%
|
Adjusted EBITDA
|
|
$
|
245,696
|
|
|
$
|
202,887
|
|
|
$
|
42,809
|
|
|
21.1
|
%
|
Adjusted EBITDA Margin
|
|
29.2
|
%
|
|
29.3
|
%
|
|
(10) bps
|
|
(0.3
|
)%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Total memberships, excluding managed club memberships
|
|
116,303
|
|
|
111,458
|
|
|
4,845
|
|
|
4.3
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Business, Sports and Alumni Club Segment
|
|
December 29,
2015 (52 weeks) |
|
December 30,
2014 (52 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Same Store Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|
|||||||
Dues
|
|
$
|
78,434
|
|
|
$
|
75,260
|
|
|
$
|
3,174
|
|
|
4.2
|
%
|
Food and Beverage
|
|
95,619
|
|
|
90,793
|
|
|
4,826
|
|
|
5.3
|
%
|
|||
Other
|
|
10,872
|
|
|
10,566
|
|
|
306
|
|
|
2.9
|
%
|
|||
Revenue
|
|
$
|
184,925
|
|
|
$
|
176,619
|
|
|
$
|
8,306
|
|
|
4.7
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
145,968
|
|
|
$
|
141,652
|
|
|
$
|
4,316
|
|
|
3.0
|
%
|
Adjusted EBITDA
|
|
$
|
38,957
|
|
|
$
|
34,967
|
|
|
$
|
3,990
|
|
|
11.4
|
%
|
Adjusted EBITDA Margin
|
|
21.1
|
%
|
|
19.8
|
%
|
|
130 bps
|
|
6.6
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
New or Acquired Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
5,951
|
|
|
$
|
2,106
|
|
|
$
|
3,845
|
|
|
NM
|
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
5,196
|
|
|
$
|
2,346
|
|
|
$
|
2,850
|
|
|
NM
|
|
Adjusted EBITDA
|
|
$
|
755
|
|
|
$
|
(240
|
)
|
|
$
|
995
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Business, Sports and Alumni Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
190,876
|
|
|
$
|
178,725
|
|
|
$
|
12,151
|
|
|
6.8
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
151,164
|
|
|
$
|
143,998
|
|
|
$
|
7,166
|
|
|
5.0
|
%
|
Adjusted EBITDA
|
|
$
|
39,712
|
|
|
$
|
34,727
|
|
|
$
|
4,985
|
|
|
14.4
|
%
|
Adjusted EBITDA Margin
|
|
20.8
|
%
|
|
19.4
|
%
|
|
140 bps
|
|
7.2
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Total memberships, excluding managed club memberships
|
|
54,980
|
|
|
54,847
|
|
|
133
|
|
|
0.2
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
|
December 29,
2015 (52 weeks) |
|
December 30,
2014 (52 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Corporate expenses and other operations
|
|
$
|
(52,090
|
)
|
|
$
|
(41,822
|
)
|
|
$
|
(10,268
|
)
|
|
(24.6
|
)%
|
|
Four Quarters Ended
|
||
|
December 27, 2016
|
||
|
(dollars in thousands)
|
||
Pro Forma Adjusted EBITDA (1)
|
$
|
248,067
|
|
Pro Forma Consolidated Total Debt (2)
|
1,042,852
|
|
|
Pro Forma Consolidated Senior Secured Debt (2)
|
692,852
|
|
|
|
|
||
Total Leverage Ratio
|
4.20
|
x
|
|
Senior Secured Leverage Ratio
|
2.79
|
x
|
(1)
|
The following table presents a reconciliation of Adjusted EBITDA to Pro Forma Adjusted EBITDA for the four quarters ended
December 27, 2016
:
|
|
Four Quarters Ended
|
||
|
December 27, 2016
|
||
|
(dollars in thousands)
|
||
Adjusted EBITDA (a)
|
$
|
247,688
|
|
Pro forma adjustment - acquisitions (b)
|
379
|
|
|
Pro Forma Adjusted EBITDA
|
$
|
248,067
|
|
(a)
|
See “Basis of Presentation—EBITDA and Adjusted EBITDA” for a definition of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA.
|
(b)
|
The pro forma adjustment gives effect to all acquisitions in the four quarters ended
December 27, 2016
as though they had been consummated on the first day of fiscal year
2016
.
|
(2)
|
The reconciliation of total debt to Pro Forma Consolidated Total Debt and Pro Forma Consolidated Senior Secured Debt is as follows:
|
|
As of December 27, 2016
|
||
|
(dollars in thousands)
|
||
Total debt (excluding loan discount and loan origination fees)
|
$
|
1,103,481
|
|
Outstanding letters of credit
|
30,046
|
|
|
Uncollateralized surety bonds
|
5,747
|
|
|
Less:
|
|
||
Notes payable related to Non-Core Development Entities
|
(11,837
|
)
|
|
Adjustment per credit agreement (a)
|
(84,585
|
)
|
|
Pro Forma Consolidated Total Debt
|
$
|
1,042,852
|
|
|
|
||
Unsecured 2015 Senior Notes (excluding loan origination fees)
|
(350,000
|
)
|
|
Pro Forma Consolidated Senior Secured Debt
|
$
|
692,852
|
|
(a)
|
Represents an adjustment reducing total debt by the lesser of Operations’ unrestricted cash or
$85.0 million
.
|
(1)
|
Interest expense related to funded debt includes interest on the facilities and borrowings under the Secured Credit Facilities, the 2015 Senior Notes, the Wells Fargo Mortgage Loan, the Stonebriar / Monarch Loan and mortgage loans with Atlantic Capital Bank and BancFirst.
|
(2)
|
Includes interest expense on capital leases and other indebtedness, offset by capitalized interest.
|
|
|
Payments due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than
one year |
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
five years |
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Long-term debt (1)
|
|
$
|
1,051,274
|
|
|
$
|
1,068
|
|
|
$
|
36,651
|
|
|
$
|
96
|
|
|
$
|
1,013,459
|
|
Interest on long-term debt (2)
|
|
348,691
|
|
|
50,647
|
|
|
119,077
|
|
|
103,972
|
|
|
74,995
|
|
|||||
Capital lease obligations, including imputed interest
|
|
58,154
|
|
|
20,591
|
|
|
28,564
|
|
|
8,999
|
|
|
—
|
|
|||||
Membership initiation deposits (3)
|
|
375,431
|
|
|
170,355
|
|
|
34,317
|
|
|
31,210
|
|
|
139,549
|
|
|||||
Other long-term obligations (4)
|
|
21,815
|
|
|
7,532
|
|
|
8,943
|
|
|
2,405
|
|
|
2,935
|
|
|||||
Operating leases
|
|
206,250
|
|
|
22,920
|
|
|
40,214
|
|
|
34,188
|
|
|
108,928
|
|
|||||
Total contractual cash obligations (5)
|
|
$
|
2,061,615
|
|
|
$
|
273,113
|
|
|
$
|
267,766
|
|
|
$
|
180,870
|
|
|
$
|
1,339,866
|
|
(1)
|
Long-term debt consisted of
$651.0 million
under the Secured Credit Facilities,
$350.0 million
of outstanding 2015 Senior Notes and
$50.3 million
of other debt. No amounts were outstanding under the revolving credit facility.
|
(2)
|
Interest on long-term debt includes interest of
8.25%
on our
$350.0 million
outstanding 2015 Senior Notes and interest on our
$651.0 million
term loan facility which bears interest at a rate equal to the higher of (i)
4.0%
or (ii) an elected LIBOR plus a margin of
3.0%
. For purposes of this table, we have assumed an interest rate of
4.0%
on the term loan facility for all future periods, which is based on the LIBOR rate as of
December 27, 2016
. Interest on long-term debt does not include interest on notes payable related to Non-Core Development Entities. See Note
10
of our consolidated financial statements included elsewhere herein.
|
(3)
|
Represents the net present value of initiation deposits based on the discounted value of future maturities using our incremental borrowing rate adjusted to reflect a 30-year time frame. The initiation deposits are refundable on or after the maturity date, subject to satisfaction of contractual conditions. As of
December 27, 2016
, we have redeemed approximately
2.1%
of total initiation deposits received, including those due on demand. The present value of the
|
(4)
|
Consists of insurance reserves for general liability and workers’ compensation of
$21.8 million
.
|
(5)
|
Table excludes obligations for uncertain income tax positions. As of
December 27, 2016
and
December 29, 2015
, we had
$7.0 million
and
$7.3 million
, respectively, of unrecognized tax benefits related to uncertain tax positions. Unrecognized tax benefits are not expected to change significantly over the next twelve months; however, we are unable to predict when, and if, cash payments related to uncertain tax positions will be required.
|
|
|
Total
|
|
Less than
one year |
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
five years |
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Standby letters of credit (1)
|
|
$
|
30,046
|
|
|
$
|
30,046
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital commitments (2)
|
|
28,208
|
|
|
28,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial commitments
|
|
$
|
58,254
|
|
|
$
|
58,254
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Standby letters of credit are primarily related to security for future estimated claims for workers’ compensation and general liability insurance and collateral for our surety bond program. Our commitment amount for insurance-related standby letters of credit is gradually reduced as obligations under the policies are paid. See “Contractual Obligations” regarding reserves for workers’ compensation and general liability insurance.
|
(2)
|
Includes capital commitments at certain clubs to procure assets related to future construction for capital projects and to invest in our information technology systems.
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
Page
|
Audited Consolidated Financial Statements
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
NET INCOME (LOSS)
|
$
|
4,025
|
|
|
$
|
(9,573
|
)
|
|
$
|
13,329
|
|
Foreign currency translation
|
(2,389
|
)
|
|
(2,959
|
)
|
|
(3,220
|
)
|
|||
OTHER COMPREHENSIVE LOSS
|
(2,389
|
)
|
|
(2,959
|
)
|
|
(3,220
|
)
|
|||
COMPREHENSIVE INCOME (LOSS)
|
1,636
|
|
|
(12,532
|
)
|
|
10,109
|
|
|||
COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(448
|
)
|
|
61
|
|
|
(103
|
)
|
|||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLUBCORP
|
$
|
1,188
|
|
|
$
|
(12,471
|
)
|
|
$
|
10,006
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
4,025
|
|
|
$
|
(9,573
|
)
|
|
$
|
13,329
|
|
Adjustments to reconcile net income (loss) to cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
105,437
|
|
|
101,037
|
|
|
79,394
|
|
|||
Amortization
|
1,763
|
|
|
2,907
|
|
|
1,398
|
|
|||
Asset impairments
|
4,654
|
|
|
5,144
|
|
|
2,325
|
|
|||
Bad debt expense
|
3,141
|
|
|
2,605
|
|
|
2,760
|
|
|||
Equity in (earnings) loss from unconsolidated ventures
|
(5,013
|
)
|
|
1,308
|
|
|
(1,404
|
)
|
|||
Gain on investment in unconsolidated ventures
|
—
|
|
|
(5,082
|
)
|
|
(2,203
|
)
|
|||
Distribution from investment in unconsolidated ventures
|
5,950
|
|
|
5,845
|
|
|
5,740
|
|
|||
Loss on disposals of assets
|
12,320
|
|
|
19,399
|
|
|
10,514
|
|
|||
Debt issuance costs and term loan discount
|
5,204
|
|
|
15,600
|
|
|
13,687
|
|
|||
Accretion of discount on member deposits
|
20,416
|
|
|
20,307
|
|
|
20,723
|
|
|||
Equity-based compensation
|
7,005
|
|
|
4,970
|
|
|
4,303
|
|
|||
Redemption premium payment included in loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
27,452
|
|
|||
Net change in deferred tax assets and liabilities
|
(3,048
|
)
|
|
(7,082
|
)
|
|
2,110
|
|
|||
Net change in prepaid expenses and other assets
|
368
|
|
|
(7,636
|
)
|
|
(4,017
|
)
|
|||
Net change in receivables and membership notes
|
(3,931
|
)
|
|
6,619
|
|
|
29,741
|
|
|||
Net change in accounts payable and accrued liabilities
|
(2,577
|
)
|
|
2,499
|
|
|
1,027
|
|
|||
Net change in other current liabilities
|
3,078
|
|
|
(555
|
)
|
|
(32,776
|
)
|
|||
Net change in other long-term liabilities
|
(1,138
|
)
|
|
(6,042
|
)
|
|
(44,945
|
)
|
|||
Net cash provided by operating activities
|
157,654
|
|
|
152,270
|
|
|
129,158
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(108,770
|
)
|
|
(105,244
|
)
|
|
(72,647
|
)
|
|||
Acquisition of clubs
|
(9,793
|
)
|
|
(58,582
|
)
|
|
(20,255
|
)
|
|||
Acquisition of Sequoia Golf, net of cash acquired
|
—
|
|
|
—
|
|
|
(260,007
|
)
|
|||
Proceeds from dispositions
|
370
|
|
|
3,764
|
|
|
447
|
|
|||
Proceeds from insurance
|
12,190
|
|
|
—
|
|
|
—
|
|
|||
Net change in restricted cash and capital reserve funds
|
631
|
|
|
(183
|
)
|
|
(355
|
)
|
|||
Return of capital in equity investments
|
—
|
|
|
—
|
|
|
126
|
|
|||
Net cash used in investing activities
|
(105,372
|
)
|
|
(160,245
|
)
|
|
(352,691
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Repayments of long-term debt
|
(79,636
|
)
|
|
(247,313
|
)
|
|
(283,387
|
)
|
|||
Proceeds from new debt borrowings
|
37,000
|
|
|
350,000
|
|
|
596,375
|
|
|||
Repayments of revolving credit facility borrowings
|
—
|
|
|
(57,000
|
)
|
|
(11,200
|
)
|
|||
Proceeds from revolving credit facility borrowings
|
—
|
|
|
57,000
|
|
|
11,200
|
|
|||
Redemption premium payment
|
—
|
|
|
—
|
|
|
(27,452
|
)
|
|||
Debt issuance and modification costs
|
(3,106
|
)
|
|
(17,525
|
)
|
|
(8,254
|
)
|
|||
Dividends to owners
|
(33,972
|
)
|
|
(33,583
|
)
|
|
(30,765
|
)
|
|||
Repurchases of common stock
|
(2,258
|
)
|
|
—
|
|
|
—
|
|
|||
Equity offering costs
|
—
|
|
|
(887
|
)
|
|
(777
|
)
|
|||
Share repurchases for tax withholdings related to certain equity-based awards
|
(226
|
)
|
|
(1,443
|
)
|
|
—
|
|
|||
Excess tax benefit from equity-based awards
|
—
|
|
|
1,055
|
|
|
—
|
|
|||
Distributions to noncontrolling interest
|
(849
|
)
|
|
(1,071
|
)
|
|
(27
|
)
|
|||
Proceeds from new membership initiation deposits
|
205
|
|
|
749
|
|
|
853
|
|
|||
Repayments of membership initiation deposits
|
(2,189
|
)
|
|
(1,496
|
)
|
|
(1,567
|
)
|
|||
Net cash (used in) provided by financing activities
|
(85,031
|
)
|
|
48,486
|
|
|
244,999
|
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
1,003
|
|
|
789
|
|
|
(200
|
)
|
|||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(31,746
|
)
|
|
41,300
|
|
|
21,266
|
|
|||
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
116,347
|
|
|
75,047
|
|
|
53,781
|
|
|||
CASH AND CASH EQUIVALENTS - END OF PERIOD
|
$
|
84,601
|
|
|
$
|
116,347
|
|
|
$
|
75,047
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
56,949
|
|
|
$
|
51,368
|
|
|
$
|
35,930
|
|
Cash paid for income taxes
|
$
|
5,721
|
|
|
$
|
11,297
|
|
|
$
|
2,723
|
|
Non-cash investing and financing activities are as follows:
|
|
|
|
|
|
||||||
Capital lease
|
$
|
28,024
|
|
|
$
|
26,243
|
|
|
$
|
20,428
|
|
Capital accruals
|
$
|
6,763
|
|
|
$
|
2,394
|
|
|
$
|
2,394
|
|
Leasehold improvements
|
$
|
—
|
|
|
$
|
1,026
|
|
|
$
|
3,386
|
|
Dividend declared payable to owners
|
$
|
8,582
|
|
|
$
|
8,535
|
|
|
$
|
8,454
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive Loss |
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Noncontrolling
Interests in Consolidated Subsidiaries |
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
BALANCE - January 1, 2014
|
63,789,730
|
|
|
$
|
638
|
|
|
$
|
320,274
|
|
|
$
|
(1,070
|
)
|
|
$
|
(92,669
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
10,777
|
|
|
$
|
237,950
|
|
Issuance of shares related to equity-based compensation
|
653,602
|
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends to owners declared ($0.49 per common share)
|
—
|
|
|
—
|
|
|
(31,565
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,565
|
)
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
4,303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,303
|
|
|||||||
Recognition of noncontrolling interests related to Sequoia Golf Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
89
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,226
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|
13,329
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,220
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||||||
BALANCE - December 30, 2014
|
64,443,332
|
|
|
$
|
644
|
|
|
$
|
293,006
|
|
|
$
|
(4,290
|
)
|
|
$
|
(79,443
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
10,942
|
|
|
$
|
220,859
|
|
Issuance of shares related to equity-based compensation, net of forfeitures and shares withheld for taxes
|
297,404
|
|
|
3
|
|
|
(1,446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,443
|
)
|
|||||||
Dividends to owners declared ($0.52 per common share)
|
—
|
|
|
—
|
|
|
(33,664
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,664
|
)
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
4,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,970
|
|
|||||||
Excess tax benefit from equity-based awards
|
—
|
|
|
—
|
|
|
1,055
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,055
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,512
|
)
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
(9,573
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,959
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,959
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,071
|
)
|
|
(1,071
|
)
|
|||||||
Divestiture of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
608
|
|
|
608
|
|
|||||||
BALANCE - December 29, 2015
|
64,740,736
|
|
|
$
|
647
|
|
|
$
|
263,921
|
|
|
$
|
(7,249
|
)
|
|
$
|
(88,955
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
10,418
|
|
|
$
|
178,782
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive Loss |
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Noncontrolling
Interests in Consolidated Subsidiaries |
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
BALANCE - December 29, 2015
|
64,740,736
|
|
|
$
|
647
|
|
|
$
|
263,921
|
|
|
$
|
(7,249
|
)
|
|
$
|
(88,955
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
10,418
|
|
|
$
|
178,782
|
|
Cumulative effect adjustment from adoption of accounting guidance
|
—
|
|
|
—
|
|
|
(803
|
)
|
|
—
|
|
|
3,118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,315
|
|
|||||||
Issuance of shares related to equity-based compensation, net of forfeitures and shares withheld for taxes
|
758,161
|
|
|
8
|
|
|
(234
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|||||||
Dividends to owners declared ($0.53 per common share)
|
—
|
|
|
—
|
|
|
(34,018
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,018
|
)
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
7,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,005
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,577
|
|
|
—
|
|
|
—
|
|
|
448
|
|
|
4,025
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,389
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,389
|
)
|
|||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192,989
|
)
|
|
(2,258
|
)
|
|
—
|
|
|
(2,258
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(849
|
)
|
|
(849
|
)
|
|||||||
BALANCE - December 27, 2016
|
65,498,897
|
|
|
$
|
655
|
|
|
$
|
235,871
|
|
|
$
|
(9,638
|
)
|
|
$
|
(82,260
|
)
|
|
(192,989
|
)
|
|
$
|
(2,258
|
)
|
|
$
|
10,017
|
|
|
$
|
152,387
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning allowance
|
$
|
5,509
|
|
|
$
|
5,424
|
|
|
$
|
3,666
|
|
Bad debt expense, excluding portion related to notes receivable
|
3,141
|
|
|
2,605
|
|
|
2,760
|
|
|||
Write offs
|
(3,539
|
)
|
|
(2,520
|
)
|
|
(1,002
|
)
|
|||
Ending allowance
|
$
|
5,111
|
|
|
$
|
5,509
|
|
|
$
|
5,424
|
|
Depreciable land improvements
|
5
|
-
|
20 years
|
Building and recreational facilities
|
20
|
-
|
40 years
|
Machinery and equipment (includes internal use software)
|
1
|
-
|
10 years
|
Leasehold improvements
|
1
|
-
|
40 years
|
Furniture and fixtures
|
3
|
-
|
10 years
|
|
December 27, 2016
|
|
December 29, 2015
|
||||
Current assets
|
$
|
1,041
|
|
|
$
|
1,201
|
|
Fixed assets, net
|
9,489
|
|
|
9,245
|
|
||
Other assets
|
846
|
|
|
839
|
|
||
Total assets
|
$
|
11,376
|
|
|
$
|
11,285
|
|
|
|
|
|
||||
Current liabilities
|
$
|
1,125
|
|
|
$
|
1,228
|
|
Long-term debt
|
13,035
|
|
|
13,026
|
|
||
Other long-term liabilities
|
24,906
|
|
|
23,817
|
|
||
Noncontrolling interest
|
5,401
|
|
|
5,619
|
|
||
Company capital
|
(33,091
|
)
|
|
(32,405
|
)
|
||
Total liabilities and equity
|
$
|
11,376
|
|
|
$
|
11,285
|
|
|
December 27, 2016
|
|
December 29, 2015
|
||||||||||||
|
Recorded Value
|
|
Fair Value
|
|
Recorded Value
|
|
Fair Value
|
||||||||
Level 2 (1)
|
$
|
996,199
|
|
|
$
|
1,026,323
|
|
|
$
|
1,019,511
|
|
|
$
|
1,020,625
|
|
Level 3
|
50,274
|
|
|
41,467
|
|
|
49,952
|
|
|
40,794
|
|
||||
Total
|
$
|
1,046,473
|
|
|
$
|
1,067,790
|
|
|
$
|
1,069,463
|
|
|
$
|
1,061,419
|
|
(1)
|
The recorded value for Level 2 debt obligations is presented net of the
$4.8 million
and
$5.5 million
discount as of
December 27, 2016
and
December 29, 2015
, respectively, on the Secured Credit Facilities, as defined in Note
10
.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
Fair Value (1)
|
|
Impairment Losses
|
|
Fair Value (1)
|
|
Impairment Losses
|
|
Fair Value (1)
|
|
Impairment Losses
|
||||||||||||
Property and equipment
|
|
$
|
376
|
|
|
$
|
3,233
|
|
|
$
|
52
|
|
|
$
|
2,687
|
|
|
$
|
1,076
|
|
|
$
|
1,443
|
|
Investments and other assets
|
|
—
|
|
|
1,197
|
|
|
600
|
|
|
1,623
|
|
|
—
|
|
|
—
|
|
||||||
Intangible assets - trade names
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
760
|
|
|
60
|
|
||||||
Intangible assets - liquor licenses
|
|
—
|
|
|
—
|
|
|
21
|
|
|
7
|
|
|
20
|
|
|
2
|
|
||||||
Intangible assets - management contracts
|
|
—
|
|
|
224
|
|
|
—
|
|
|
827
|
|
|
—
|
|
|
820
|
|
|
December 27, 2016
|
|
December 29, 2015
|
||||
Land and non-depreciable land improvements
|
$
|
600,402
|
|
|
$
|
600,819
|
|
Depreciable land improvements
|
495,520
|
|
|
478,352
|
|
||
Buildings and recreational facilities
|
534,944
|
|
|
511,124
|
|
||
Machinery and equipment
|
299,900
|
|
|
264,129
|
|
||
Leasehold improvements
|
111,755
|
|
|
111,184
|
|
||
Furniture and fixtures
|
105,195
|
|
|
97,459
|
|
||
Construction in progress
|
18,434
|
|
|
13,413
|
|
||
|
2,166,150
|
|
|
2,076,480
|
|
||
Accumulated depreciation
|
(612,768
|
)
|
|
(541,960
|
)
|
||
Total
|
$
|
1,553,382
|
|
|
$
|
1,534,520
|
|
|
|
|
December 27, 2016
|
|
December 29, 2015
|
||||||||||||||||||||
Asset
|
Useful
Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||||||||
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade names
|
|
|
$
|
24,790
|
|
|
|
|
|
$
|
24,790
|
|
|
$
|
24,790
|
|
|
|
|
|
$
|
24,790
|
|
||
Liquor Licenses
|
|
|
2,152
|
|
|
|
|
|
2,152
|
|
|
2,068
|
|
|
|
|
|
2,068
|
|
||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Member Relationships
|
2-7 years
|
|
2,866
|
|
|
$
|
(2,553
|
)
|
|
313
|
|
|
2,866
|
|
|
$
|
(1,907
|
)
|
|
959
|
|
||||
Management Contracts
|
1-10 years
|
|
3,580
|
|
|
(1,487
|
)
|
|
2,093
|
|
|
3,959
|
|
|
(988
|
)
|
|
2,971
|
|
||||||
Trade names
|
2 years
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
|
(636
|
)
|
|
464
|
|
||||||
Total
|
|
|
$
|
33,388
|
|
|
$
|
(4,040
|
)
|
|
$
|
29,348
|
|
|
$
|
34,783
|
|
|
$
|
(3,531
|
)
|
|
$
|
31,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
|
|
$
|
312,811
|
|
|
|
|
$
|
312,811
|
|
|
$
|
312,811
|
|
|
|
|
$
|
312,811
|
|
Year
|
Amount
|
||
2017
|
$
|
699
|
|
2018
|
582
|
|
|
2019
|
347
|
|
|
2020
|
212
|
|
|
2021
|
190
|
|
|
Thereafter
|
376
|
|
|
Total
|
$
|
2,406
|
|
|
Golf & Country Clubs
|
|
Business, Sports & Alumni Clubs
|
|
Total
|
||||||
December 30, 2014
|
$
|
167,460
|
|
|
$
|
145,351
|
|
|
$
|
312,811
|
|
December 29, 2015
|
$
|
167,460
|
|
|
$
|
145,351
|
|
|
$
|
312,811
|
|
December 27, 2016
|
$
|
167,460
|
|
|
$
|
145,351
|
|
|
$
|
312,811
|
|
|
December 27, 2016
|
|
December 29, 2015
|
||||
Accrued compensation
|
$
|
25,367
|
|
|
$
|
27,247
|
|
Accrued interest
|
7,978
|
|
|
2,618
|
|
||
Other accrued expenses
|
9,194
|
|
|
7,576
|
|
||
Total accrued expenses
|
$
|
42,539
|
|
|
$
|
37,441
|
|
|
|
|
|
||||
Taxes payable other than federal income taxes (1)
|
$
|
19,256
|
|
|
$
|
15,473
|
|
Total accrued taxes
|
$
|
19,256
|
|
|
$
|
15,473
|
|
|
|
|
|
||||
Advance event and other deposits
|
$
|
20,051
|
|
|
$
|
18,708
|
|
Unearned dues
|
16,795
|
|
|
14,225
|
|
||
Deferred membership revenues
|
12,083
|
|
|
12,175
|
|
||
Insurance reserves
|
9,704
|
|
|
11,317
|
|
||
Dividends to owners declared, but unpaid
|
8,582
|
|
|
8,467
|
|
||
Other current liabilities
|
3,877
|
|
|
4,300
|
|
||
Total other current liabilities
|
$
|
71,092
|
|
|
$
|
69,192
|
|
(1)
|
We had
no
federal income taxes payable
as of
December 27, 2016
and
December 29, 2015
.
|
|
December 27, 2016
|
|
December 29, 2015
|
||||
Uncertain tax positions
|
$
|
7,049
|
|
|
$
|
7,343
|
|
Deferred membership revenues
|
46,089
|
|
|
45,960
|
|
||
Casualty insurance loss reserves - long-term portion
|
19,851
|
|
|
14,659
|
|
||
Above market lease intangibles
|
251
|
|
|
352
|
|
||
Deferred rent
|
32,316
|
|
|
29,250
|
|
||
Accrued interest on notes payable related to Non-Core Development Entities
|
24,298
|
|
|
23,236
|
|
||
Other
|
3,055
|
|
|
2,857
|
|
||
Total other long-term liabilities
|
$
|
132,909
|
|
|
$
|
123,657
|
|
•
|
create, incur, assume or suffer to exist any liens on any of their assets;
|
•
|
make or hold any investments (including acquisitions, loans and advances);
|
•
|
incur or guarantee additional indebtedness;
|
•
|
enter into mergers or consolidations;
|
•
|
conduct sales and other dispositions of property or assets;
|
•
|
pay dividends or distributions on capital stock or redeem or repurchase capital stock;
|
•
|
change the nature of the business;
|
•
|
enter into transactions with affiliates; and
|
•
|
enter into burdensome agreements.
|
Year
|
|
Percentage
|
|
2018
|
|
106.188
|
%
|
2019
|
|
104.125
|
%
|
2020
|
|
102.063
|
%
|
2021 and thereafter
|
|
100.000
|
%
|
•
|
incur, assume or guarantee additional indebtedness;
|
•
|
pay dividends or distributions on capital stock or redeem or repurchase capital stock;
|
•
|
make investments;
|
•
|
sell stock of its subsidiaries;
|
•
|
transfer or sell assets;
|
•
|
create liens;
|
•
|
enter into transactions with affiliates; and
|
•
|
enter into mergers or consolidations.
|
|
December 27, 2016
|
|
December 29, 2015
|
|
|
|
|
||||||||
|
Carrying Value
|
Interest Rate
|
|
Carrying Value
|
Interest Rate
|
|
Interest Rate Calculation
|
|
Maturity
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
2015 Senior Notes
|
$
|
350,000
|
|
8.25
|
%
|
|
$
|
350,000
|
|
8.25
|
%
|
|
Fixed
|
|
2023
|
Secured Credit Facilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Term Loan, gross of discount
|
651,000
|
|
4.00
|
%
|
|
675,000
|
|
4.25
|
%
|
|
As of December 27, 2016, greater of (i) 4.0% or (ii) an elected LIBOR + 3.0%; as of December 29, 2015, greater of (i) 4.25% or (ii) an elected LIBOR + 3.25%
|
|
2022
|
||
Revolving Credit Borrowings (1)
|
—
|
|
3.77
|
%
|
|
—
|
|
3.42
|
%
|
|
LIBOR plus a margin of 3.0%
|
|
(2)
|
||
Notes payable related to certain Non-Core Development Entities
|
11,837
|
|
9.00
|
%
|
|
11,837
|
|
9.00
|
%
|
|
Fixed
|
|
(3)
|
||
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
||||
Wells Fargo Mortgage Loan
|
36,811
|
|
3.67
|
%
|
|
—
|
|
—
|
|
|
2.90% plus the greater of (i) one month LIBOR or (ii) 0.25%
|
|
2019
|
||
Stonebriar / Monarch Loan
|
—
|
|
—
|
|
|
29,112
|
|
6.00
|
%
|
|
5.00% plus the greater of (i) three month LIBOR or (ii) 1%
|
|
(4)
|
||
Atlantic Capital Bank
|
—
|
|
—
|
|
|
3,173
|
|
4.50
|
%
|
|
Greater of (i) 3.0% + 30 day LIBOR or (ii) 4.5%
|
|
(4)
|
||
BancFirst
|
—
|
|
—
|
|
|
3,842
|
|
4.50
|
%
|
|
Greater of (i) 4.5% or (ii) prime rate
|
|
(4)
|
||
Other indebtedness
|
1,626
|
|
4.75% - 6.00%
|
|
|
1,988
|
|
4.75% - 6.00%
|
|
|
Fixed
|
|
Various
|
||
|
1,051,274
|
|
|
|
1,074,952
|
|
|
|
|
|
|
||||
Capital leases
|
52,207
|
|
|
|
43,271
|
|
|
|
|
|
|
||||
Total obligation
|
1,103,481
|
|
|
|
1,118,223
|
|
|
|
|
|
|
||||
Less net loan origination fees included in long-term debt
|
(12,187
|
)
|
|
|
(13,000
|
)
|
|
|
|
|
|
||||
Less current portion
|
(19,422
|
)
|
|
|
(20,414
|
)
|
|
|
|
|
|
||||
Less discount on the Secured Credit Facilities’ Term Loan
|
(4,801
|
)
|
|
|
(5,489
|
)
|
|
|
|
|
|
||||
Long-term debt
|
$
|
1,067,071
|
|
|
|
$
|
1,079,320
|
|
|
|
|
|
|
(1)
|
As of
December 27, 2016
, the revolving credit facility had capacity of
$175.0 million
, which was reduced by the
$30.0 million
of standby letters of credit outstanding, leaving
$145.0 million
available for borrowing. As of
December 29, 2015
, prior to the ninth amendment to the credit agreement governing the Secured Credit Facilities, the revolving credit facility had capacity of
$135.0 million
.
|
(2)
|
As of
December 27, 2016
, the revolving credit commitments mature on
January 25, 2021
. As of
December 29, 2015
, prior to the ninth amendment to the credit agreement governing the Secured Credit Facilities, the revolving credit commitments had a maturity date of
September 30, 2018
.
|
(3)
|
Notes payable and accrued interest related to certain Non-Core Development Entities are payable through the cash proceeds related to the sale of certain real estate held by these Non-Core Development Entities.
|
(4)
|
On
August 9, 2016
, we repaid this loan using the proceeds from the Wells Fargo Mortgage Loan.
|
Year
|
Debt
|
|
Capital Leases
|
|
Total
|
||||||
2017
|
$
|
1,068
|
|
|
$
|
18,354
|
|
|
$
|
19,422
|
|
2018
|
1,086
|
|
|
15,168
|
|
|
16,254
|
|
|||
2019
|
35,565
|
|
|
10,519
|
|
|
46,084
|
|
|||
2020
|
96
|
|
|
5,792
|
|
|
5,888
|
|
|||
2021
|
—
|
|
|
2,374
|
|
|
2,374
|
|
|||
Thereafter
|
1,013,459
|
|
|
—
|
|
|
1,013,459
|
|
|||
Total
|
$
|
1,051,274
|
|
|
$
|
52,207
|
|
|
$
|
1,103,481
|
|
Year
|
|
Capital Leases
|
|
Operating Leases
|
||||
|
|
|
|
|
||||
2017
|
|
$
|
20,591
|
|
|
$
|
22,920
|
|
2018
|
|
16,882
|
|
|
21,170
|
|
||
2019
|
|
11,682
|
|
|
19,044
|
|
||
2020
|
|
6,398
|
|
|
17,177
|
|
||
2021
|
|
2,601
|
|
|
17,011
|
|
||
Thereafter
|
|
—
|
|
|
108,928
|
|
||
Minimum lease payments
|
|
$
|
58,154
|
|
|
$
|
206,250
|
|
Less: imputed interest component
|
|
5,947
|
|
|
|
|||
Present value of net minimum lease payments of which $18.3 million is included in current liabilities
|
|
$
|
52,207
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
6,389
|
|
|
$
|
(7,628
|
)
|
|
$
|
(27,474
|
)
|
Foreign
|
(1,016
|
)
|
|
(316
|
)
|
|
(666
|
)
|
|||
|
$
|
5,373
|
|
|
$
|
(7,944
|
)
|
|
$
|
(28,140
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
758
|
|
|
$
|
(669
|
)
|
|
$
|
42,400
|
|
State
|
(3,855
|
)
|
|
(6,010
|
)
|
|
1,242
|
|
|||
Foreign
|
(1,299
|
)
|
|
(977
|
)
|
|
(62
|
)
|
|||
Total Current
|
(4,396
|
)
|
|
(7,656
|
)
|
|
43,580
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(743
|
)
|
|
4,300
|
|
|
(1,277
|
)
|
|||
State
|
3,791
|
|
|
1,727
|
|
|
(834
|
)
|
|||
Total Deferred
|
3,048
|
|
|
6,027
|
|
|
(2,111
|
)
|
|||
Total income tax (expense) benefit
|
$
|
(1,348
|
)
|
|
$
|
(1,629
|
)
|
|
$
|
41,469
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Expected federal income tax (expense) benefit
|
$
|
(1,880
|
)
|
|
$
|
2,780
|
|
|
$
|
10,113
|
|
State taxes, net of federal benefit
|
855
|
|
|
(1,041
|
)
|
|
(2,607
|
)
|
|||
Change in valuation allowance - state
|
(1,097
|
)
|
|
(1,820
|
)
|
|
(245
|
)
|
|||
Change in valuation allowance - foreign
|
(457
|
)
|
|
(200
|
)
|
|
(1,128
|
)
|
|||
Change in valuation allowance - federal
|
(187
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign rate differential
|
(89
|
)
|
|
(117
|
)
|
|
(127
|
)
|
|||
IETU (business tax in Mexico), withholding and other permanent - foreign
|
(3
|
)
|
|
(210
|
)
|
|
(62
|
)
|
|||
Adjustments related to uncertain tax positions
|
(829
|
)
|
|
(749
|
)
|
|
36,409
|
|
|||
Equity-based compensation
|
(370
|
)
|
|
(29
|
)
|
|
(298
|
)
|
|||
Nondeductible transaction costs
|
—
|
|
|
(311
|
)
|
|
(1,777
|
)
|
|||
Membership deposits
|
1,853
|
|
|
—
|
|
|
—
|
|
|||
Tax credits
|
1,362
|
|
|
639
|
|
|
—
|
|
|||
Nondeductible expenses
|
(442
|
)
|
|
(571
|
)
|
|
1,191
|
|
|||
Other, net
|
(64
|
)
|
|
—
|
|
|
—
|
|
|||
Actual income tax (expense) benefit
|
$
|
(1,348
|
)
|
|
$
|
(1,629
|
)
|
|
$
|
41,469
|
|
Type of Carryforward
|
Gross Amount
|
|
Expiration Dates (in years)
|
||||
Federal tax operating loss
|
$
|
63,925
|
|
|
2025
|
-
|
2035
|
State tax operating loss
|
$
|
226,433
|
|
|
2017
|
-
|
2035
|
AMT net operating loss
|
$
|
46,228
|
|
|
2027
|
-
|
2035
|
Foreign net operating loss
|
$
|
18,766
|
|
|
2026
|
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
|
||||
Federal tax net operating loss carryforwards
|
|
|
$
|
22,374
|
|
|
$
|
16,962
|
|
State and foreign tax net operating loss carryforwards
|
|
|
14,664
|
|
|
13,487
|
|
||
Membership deferred revenue
|
|
|
72,300
|
|
|
70,669
|
|
||
Reserves and accruals
|
|
|
18,589
|
|
|
18,564
|
|
||
Tax credits
|
|
|
4,587
|
|
|
4,464
|
|
||
Straight-line rent
|
|
|
12,589
|
|
|
11,480
|
|
||
Other
|
|
|
22,168
|
|
|
16,095
|
|
||
Total gross deferred tax assets
|
|
|
167,271
|
|
|
151,721
|
|
||
Valuation allowances:
|
|
|
|
|
|
||||
Federal
|
|
|
(187
|
)
|
|
—
|
|
||
State
|
|
|
(8,492
|
)
|
|
(7,413
|
)
|
||
Foreign
|
|
|
(4,141
|
)
|
|
(6,251
|
)
|
||
Total valuation allowance
|
|
|
(12,820
|
)
|
|
(13,664
|
)
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||||
Discounts on membership initiation deposits and acquired notes
|
|
|
(130,954
|
)
|
|
(138,735
|
)
|
||
Property and equipment
|
|
|
(221,215
|
)
|
|
(200,665
|
)
|
||
Deferred revenue
|
|
|
(364
|
)
|
|
(1,151
|
)
|
||
Intangibles
|
|
|
(6,621
|
)
|
|
(7,491
|
)
|
||
Other
|
|
|
(391
|
)
|
|
(472
|
)
|
||
Total gross deferred tax liabilities
|
|
|
(359,545
|
)
|
|
(348,514
|
)
|
||
Net deferred tax liability
|
|
|
$
|
(205,094
|
)
|
|
$
|
(210,457
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
6,373
|
|
|
$
|
7,542
|
|
|
$
|
50,378
|
|
Increases in tax positions for current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Increases in tax positions for prior years
|
116
|
|
|
207
|
|
|
5,800
|
|
|||
Decreases in tax positions for prior years
|
(240
|
)
|
|
(604
|
)
|
|
(48,636
|
)
|
|||
Increases (decreases) due to currency
|
(765
|
)
|
|
(772
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
5,484
|
|
|
$
|
6,373
|
|
|
$
|
7,542
|
|
|
August 30, 2016
|
|
|
Land, depreciable land improvements and property and equipment
|
$
|
3,407
|
|
Receivables, net of allowances of $6
|
202
|
|
|
Inventory and prepaid assets
|
156
|
|
|
Other current liabilities and accrued taxes
|
(271
|
)
|
|
Long-term debt (obligation related to capital leases)
|
(301
|
)
|
|
Total
|
$
|
3,193
|
|
|
March 15, 2016
|
|
|
Land, depreciable land improvements and property and equipment
|
$
|
2,558
|
|
Inventory and prepaid assets
|
267
|
|
|
Other current liabilities
|
(153
|
)
|
|
Long-term debt (obligation related to capital leases)
|
(178
|
)
|
|
Total
|
$
|
2,494
|
|
|
February 2, 2016
|
|
|
Land, depreciable land improvements and property and equipment
|
$
|
4,491
|
|
Receivables and inventory
|
92
|
|
|
Other current liabilities and accrued taxes
|
(477
|
)
|
|
Total
|
$
|
4,106
|
|
|
December 17, 2015
|
|
|
Land, depreciable land improvements and property and equipment
|
$
|
2,840
|
|
Inventory and prepaid assets
|
102
|
|
|
Other current liabilities and accrued taxes
|
(104
|
)
|
|
Long-term debt (obligation related to capital leases)
|
(134
|
)
|
|
Total
|
$
|
2,704
|
|
|
April 7, 2015
|
||
Receivables, net of allowances of $228
|
$
|
1,757
|
|
Inventories and notes receivable
|
646
|
|
|
Land
|
9,920
|
|
|
Depreciable land improvements
|
17,321
|
|
|
Buildings and recreational facilities
|
13,113
|
|
|
Machinery and equipment and furniture and fixtures
|
4,959
|
|
|
Current liabilities
|
(2,063
|
)
|
|
Long-term debt (obligation related to capital leases) and other liabilities
|
(2,020
|
)
|
|
Total
|
$
|
43,633
|
|
|
January 20, 2015
|
|
|
Land, depreciable land improvements and property and equipment
|
$
|
6,554
|
|
Inventory
|
125
|
|
|
Other current liabilities and accrued taxes
|
(110
|
)
|
|
Long-term debt (obligation related to capital leases)
|
(193
|
)
|
|
Total
|
$
|
6,376
|
|
|
January 13, 2015
|
|
|
Land, depreciable land improvements and property and equipment
|
$
|
6,034
|
|
Inventory and prepaid assets
|
30
|
|
|
Other current liabilities and accrued taxes
|
(186
|
)
|
|
Long-term debt (obligation related to capital leases)
|
(11
|
)
|
|
Total
|
$
|
5,867
|
|
|
December 4, 2014
|
|
|
Land, depreciable land improvements and property and equipment
|
$
|
2,997
|
|
Inventory and prepaid assets
|
120
|
|
|
Intangibles, net
|
230
|
|
|
Other current liabilities and accrued taxes
|
(53
|
)
|
|
Long-term debt (obligation related to capital leases)
|
(225
|
)
|
|
Total
|
$
|
3,069
|
|
|
September 30, 2014
|
|
|
Receivables
|
$
|
10,204
|
|
Inventories, prepaids, notes receivable, current deferred tax assets and other assets
|
7,957
|
|
|
Land
|
54,990
|
|
|
Depreciable land improvements
|
88,025
|
|
|
Buildings and recreational facilities
|
46,931
|
|
|
Machinery and equipment and furniture and fixtures
|
26,954
|
|
|
Intangibles, net
|
9,756
|
|
|
Goodwill
|
54,352
|
|
|
Total assets acquired
|
299,169
|
|
|
Current liabilities
|
(22,266
|
)
|
|
Long-term debt (obligation related to capital leases)
|
(2,544
|
)
|
|
Long-term deferred tax liability, net
|
(14,263
|
)
|
|
Noncontrolling interests in consolidated subsidiaries
|
(89
|
)
|
|
Total liabilities and noncontrolling interests in consolidated subsidiaries
|
(39,162
|
)
|
|
Net assets acquired
|
$
|
260,007
|
|
|
Fiscal Year Ended
|
||||||
|
December 30, 2014
|
|
December 31, 2013
|
||||
Pro forma revenues
|
$
|
1,001,599
|
|
|
$
|
948,472
|
|
Pro forma net income (loss) attributable to ClubCorp
|
$
|
(9,080
|
)
|
|
$
|
(55,178
|
)
|
Pro forma basic net income (loss) attributable to ClubCorp, per share
|
$
|
(0.14
|
)
|
|
$
|
(1.02
|
)
|
Pro forma diluted net income (loss) attributable to ClubCorp, per share
|
$
|
(0.14
|
)
|
|
$
|
(1.02
|
)
|
|
April 29, 2014
|
|
|
Land, depreciable land improvements and property and equipment
|
$
|
3,833
|
|
Receivables and inventory
|
210
|
|
|
Other current liabilities and accrued taxes
|
(115
|
)
|
|
Long-term debt (obligation related to capital leases) and other liabilities
|
(197
|
)
|
|
Total
|
$
|
3,731
|
|
|
April 29, 2014
|
|
|
Land, depreciable land improvements and property and equipment
|
$
|
3,643
|
|
Receivables, inventory and prepaid assets
|
235
|
|
|
Other current liabilities and accrued expenses
|
(624
|
)
|
|
Long-term debt (obligation related to capital leases)
|
(157
|
)
|
|
Deferred tax liability
|
(175
|
)
|
|
Membership initiation deposits
|
(370
|
)
|
|
Total
|
$
|
2,552
|
|
|
March 3, 2014
|
|
|
Land, depreciable land improvements and property and equipment
|
$
|
14,742
|
|
Inventory and prepaid assets
|
97
|
|
|
Other current liabilities and accrued taxes
|
(362
|
)
|
|
Long-term debt (obligation related to capital leases)
|
(280
|
)
|
|
Deferred tax liability
|
(1,300
|
)
|
|
Membership initiation deposits and other liabilities
|
(1,994
|
)
|
|
Total
|
$
|
10,903
|
|
|
Fiscal Year Ended
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
|
|
||||
Golf and Country Clubs (1)
|
$
|
879,085
|
|
|
$
|
841,341
|
|
|
$
|
693,489
|
|
Business, Sports and Alumni Clubs (1)
|
193,390
|
|
|
190,876
|
|
|
178,725
|
|
|||
Other operations
|
25,016
|
|
|
19,853
|
|
|
10,062
|
|
|||
Elimination of intersegment revenues and segment reporting adjustments
|
(13,137
|
)
|
|
(14,383
|
)
|
|
(12,037
|
)
|
|||
Revenues relating to divested clubs (2)
|
4,126
|
|
|
15,180
|
|
|
13,916
|
|
|||
Total consolidated revenues
|
$
|
1,088,480
|
|
|
$
|
1,052,867
|
|
|
$
|
884,155
|
|
|
|
|
|
|
|
||||||
Golf and Country Clubs Adjusted EBITDA
|
$
|
260,595
|
|
|
$
|
245,696
|
|
|
$
|
202,887
|
|
Business, Sports and Alumni Clubs Adjusted EBITDA
|
$
|
41,592
|
|
|
$
|
39,712
|
|
|
$
|
34,727
|
|
|
|
|
|
|
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
Golf and Country Clubs
|
$
|
105,687
|
|
|
$
|
107,632
|
|
|
$
|
71,108
|
|
Business, Sports and Alumni Clubs
|
13,519
|
|
|
7,316
|
|
|
20,605
|
|
|||
Other operations
|
22,693
|
|
|
16,724
|
|
|
5,483
|
|
|||
Total consolidated capital expenditures
|
$
|
141,899
|
|
|
$
|
131,672
|
|
|
$
|
97,196
|
|
(1)
|
Includes segment reporting adjustments representing estimated deferred revenue, calculated using current membership life estimates, related to initiation payments that would have been recognized in the applicable period but for the application of purchase accounting in connection with the acquisition of CCI in 2006 and the acquisition of Sequoia Golf on
September 30, 2014
.
|
(2)
|
When clubs are divested, the associated revenues are excluded from segment results for all periods presented.
|
|
As of
|
||||||
Total Assets
|
December 27, 2016
|
|
December 29, 2015
|
||||
Golf and Country Clubs
|
$
|
1,557,489
|
|
|
$
|
1,554,448
|
|
Business, Sports and Alumni Clubs
|
88,967
|
|
|
89,823
|
|
||
Other operations
|
482,258
|
|
|
490,980
|
|
||
Consolidated
|
$
|
2,128,714
|
|
|
$
|
2,135,251
|
|
|
Fiscal Year Ended
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues by Type
|
|
|
|
|
|
||||||
Dues
|
$
|
517,888
|
|
|
$
|
492,565
|
|
|
$
|
408,351
|
|
Food and beverage
|
302,510
|
|
|
291,582
|
|
|
251,838
|
|
|||
Golf
|
174,756
|
|
|
173,982
|
|
|
144,139
|
|
|||
Other
|
93,326
|
|
|
94,738
|
|
|
79,827
|
|
|||
Total
|
$
|
1,088,480
|
|
|
$
|
1,052,867
|
|
|
$
|
884,155
|
|
|
|
|
|
|
|
||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
United States
|
$
|
1,083,068
|
|
|
$
|
1,046,561
|
|
|
$
|
877,780
|
|
All Foreign
|
$
|
5,412
|
|
|
$
|
6,306
|
|
|
$
|
6,375
|
|
Total
|
$
|
1,088,480
|
|
|
$
|
1,052,867
|
|
|
$
|
884,155
|
|
|
|
|
|
|
|
||||||
|
As of
|
|
|
||||||||
|
December 27, 2016
|
|
December 29, 2015
|
|
|
||||||
Long-Lived Assets
|
|
|
|
|
|
||||||
United States
|
1,889,252
|
|
|
1,881,126
|
|
|
|
||||
All Foreign
|
17,950
|
|
|
21,560
|
|
|
|
||||
Total
|
1,907,202
|
|
|
1,902,686
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Golf and Country Clubs Adjusted EBITDA
|
$
|
260,595
|
|
|
$
|
245,696
|
|
|
$
|
202,887
|
|
Business, Sports and Alumni Clubs Adjusted EBITDA
|
41,592
|
|
|
39,712
|
|
|
34,727
|
|
|||
Interest expense
|
(87,188
|
)
|
|
(70,672
|
)
|
|
(65,209
|
)
|
|||
Interest and investment income
|
608
|
|
|
5,517
|
|
|
2,582
|
|
|||
Depreciation and amortization
|
(107,200
|
)
|
|
(103,944
|
)
|
|
(80,792
|
)
|
|||
Impairments and disposition of assets (1)
|
(16,974
|
)
|
|
(24,546
|
)
|
|
(12,843
|
)
|
|||
(Loss) income from divested clubs (2)
|
(751
|
)
|
|
(25
|
)
|
|
1,097
|
|
|||
Loss on extinguishment of debt (3)
|
—
|
|
|
(2,599
|
)
|
|
(31,498
|
)
|
|||
Non-cash adjustments (4)
|
(255
|
)
|
|
(2,008
|
)
|
|
(2,007
|
)
|
|||
Acquisition related costs (5)
|
(1,409
|
)
|
|
(4,965
|
)
|
|
(10,568
|
)
|
|||
Capital structure costs (6)
|
(1,840
|
)
|
|
(10,047
|
)
|
|
(8,785
|
)
|
|||
Centralization and transformation costs (7)
|
(9,806
|
)
|
|
(8,495
|
)
|
|
(1,330
|
)
|
|||
Other adjustments (8)
|
(5,076
|
)
|
|
(7,397
|
)
|
|
(4,632
|
)
|
|||
Equity-based compensation expense (9)
|
(7,005
|
)
|
|
(4,970
|
)
|
|
(4,303
|
)
|
|||
Deferred revenue adjustment (10)
|
(5,419
|
)
|
|
(7,111
|
)
|
|
(5,644
|
)
|
|||
Corporate expenses and other operations (11)
|
(54,499
|
)
|
|
(52,090
|
)
|
|
(41,822
|
)
|
|||
Income (loss) before income taxes
|
$
|
5,373
|
|
|
$
|
(7,944
|
)
|
|
$
|
(28,140
|
)
|
(1)
|
Includes non-cash impairment charges related to property and equipment and intangible assets and loss on disposals of assets (including property and equipment disposed of in connection with renovations).
|
(2)
|
Net income or loss from divested clubs that do not qualify as discontinued operations in accordance with GAAP.
|
(3)
|
Includes loss on extinguishment of debt calculated in accordance with GAAP.
|
(4)
|
Includes non-cash items related to purchase accounting associated with the acquisition of CCI in 2006 by affiliates of KSL Capital Partners, LLC (“KSL”).
|
(5)
|
Represents legal and professional fees related to the acquisition of clubs, including the acquisition of Sequoia Golf on
September 30, 2014
.
|
(6)
|
Represents legal and professional fees related to our capital structure, including debt issuance and amendment costs and equity offering costs.
|
(7)
|
Includes fees and expenses associated with initial compliance with Section 404(b) of the Sarbanes-Oxley Act, which were primarily incurred in fiscal year 2015 and the twelve weeks ended March 22, 2016, and related centralization and transformation of administrative processes, finance processes and related IT systems.
|
(8)
|
Represents adjustments permitted by the credit agreement governing the Secured Credit Facilities including cash distributions from equity method investments less equity in earnings recognized for said investments, income or loss attributable to non-controlling equity interests and expenses paid to an affiliate of KSL.
|
(9)
|
Includes equity-based compensation expense, calculated in accordance with GAAP, related to awards held by certain employees, executives and directors.
|
(10)
|
Represents estimated deferred revenue, calculated using current membership life estimates, related to initiation payments that would have been recognized in the applicable period but for the application of purchase accounting in connection with the acquisition of CCI in 2006 and the acquisition of Sequoia Golf on
September 30, 2014
.
|
(11)
|
Includes other business activities including ancillary revenues related to alliance arrangements, a portion of the revenue associated with upgrade offerings, costs of operations at managed clubs, corporate overhead expenses and shared services expenses.
|
|
Fiscal Year Ended
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
Numerator for earnings per share
|
$
|
3,108
|
|
|
$
|
3,108
|
|
|
$
|
(9,617
|
)
|
|
$
|
(9,617
|
)
|
|
$
|
13,226
|
|
|
$
|
13,226
|
|
Weighted-average shares outstanding
|
64,517
|
|
|
64,517
|
|
|
64,364
|
|
|
64,364
|
|
|
63,941
|
|
|
63,941
|
|
||||||
Effect of dilutive equity-based awards
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
377
|
|
||||||
Total Shares
|
64,517
|
|
|
64,584
|
|
|
64,364
|
|
|
64,364
|
|
|
63,941
|
|
|
64,318
|
|
||||||
Net income (loss) attributable to ClubCorp per share
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
Fiscal Year Ended
|
||||
|
December 27, 2016
|
|
December 29, 2015
|
||
Risk-free rate
|
0.90
|
%
|
|
0.86
|
%
|
Expected dividends
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
26.2
|
%
|
|
24.5
|
%
|
Expected term (years)
|
3.0
|
|
|
3.0
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27, 2016
|
|
December 29, 2015
|
|
December 30, 2014
|
||||||
Club operating costs exclusive of depreciation
|
$
|
2,934
|
|
|
$
|
1,440
|
|
|
$
|
1,395
|
|
Selling, general and administrative
|
4,071
|
|
|
3,530
|
|
|
2,908
|
|
|||
Pre-tax equity-based compensation expense
|
7,005
|
|
|
4,970
|
|
|
4,303
|
|
|||
Less: benefit for income taxes
|
(2,591
|
)
|
|
(1,858
|
)
|
|
(1,311
|
)
|
|||
Equity-based compensation expense, net of tax
|
$
|
4,414
|
|
|
$
|
3,112
|
|
|
$
|
2,992
|
|
|
Restricted stock awards
|
|
Performance-based awards (1)
|
||||||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Target shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
Non-vested balance at December 30, 2014
|
228,066
|
|
|
$
|
18.29
|
|
|
111,610
|
|
|
$
|
17.08
|
|
Granted
|
214,306
|
|
|
$
|
18.42
|
|
|
136,071
|
|
|
$
|
19.64
|
|
Vested
|
(82,025)
|
|
|
$
|
18.36
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(22,384)
|
|
|
$
|
18.11
|
|
|
(20,271
|
)
|
|
$
|
18.44
|
|
Canceled
|
(7,493
|
)
|
|
$
|
18.50
|
|
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 29, 2015
|
330,470
|
|
|
$
|
18.37
|
|
|
227,410
|
|
|
$
|
18.49
|
|
Granted
|
876,418
|
|
|
$
|
11.80
|
|
|
741,030
|
|
|
$
|
9.87
|
|
Vested
|
(130,681)
|
|
|
$
|
18.95
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(88,736)
|
|
|
$
|
13.48
|
|
|
(97,070
|
)
|
|
$
|
14.72
|
|
Canceled
|
(29,521
|
)
|
|
$
|
18.63
|
|
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 27, 2016
|
957,950
|
|
|
$
|
12.73
|
|
|
871,370
|
|
|
$
|
11.58
|
|
Declaration Date
|
|
Dividend Per Share
|
|
Record Date
|
|
Total Amount
|
|
Payment Date
|
||||
Fiscal Year 2014
|
|
|
|
|
|
|
||||||
March 18, 2014
|
|
$
|
0.12
|
|
|
April 3, 2014
|
|
$
|
7,725
|
|
|
April 15, 2014
|
June 25, 2014
|
|
$
|
0.12
|
|
|
July 7, 2014
|
|
$
|
7,731
|
|
|
July 15, 2014
|
September 9, 2014
|
|
$
|
0.12
|
|
|
October 3, 2014
|
|
$
|
7,731
|
|
|
October 15, 2014
|
December 3, 2014
|
|
$
|
0.13
|
|
|
January 2, 2015
|
|
$
|
8,377
|
|
|
January 15, 2015
|
|
|
|
|
|
|
|
|
|
||||
Fiscal Year 2015
|
|
|
|
|
|
|
||||||
March 20, 2015
|
|
$
|
0.13
|
|
|
April 2, 2015
|
|
$
|
8,399
|
|
|
April 15, 2015
|
June 25, 2015
|
|
$
|
0.13
|
|
|
July 6, 2015
|
|
$
|
8,417
|
|
|
July 15, 2015
|
September 3, 2015
|
|
$
|
0.13
|
|
|
October 1, 2015
|
|
$
|
8,416
|
|
|
October 15, 2015
|
December 9, 2015
|
|
$
|
0.13
|
|
|
January 4, 2016
|
|
$
|
8,416
|
|
|
January 15, 2016
|
|
|
|
|
|
|
|
|
|
||||
Fiscal Year 2016
|
|
|
|
|
|
|
||||||
February 18, 2016
|
|
$
|
0.13
|
|
|
April 5, 2016
|
|
$
|
8,520
|
|
|
April 15, 2016
|
June 10, 2016
|
|
$
|
0.13
|
|
|
July 1, 2016
|
|
$
|
8,508
|
|
|
July 15, 2016
|
September 29, 2016
|
|
$
|
0.13
|
|
|
October 10, 2016
|
|
$
|
8,500
|
|
|
October 17, 2016
|
December 7, 2016
|
|
$
|
0.13
|
|
|
January 6, 2017
|
|
$
|
8,490
|
|
|
January 17, 2017
|
|
|
For the sixteen weeks ended
|
|
For the twelve weeks ended
|
||||||||||||
2016
|
|
December 27, 2016
|
|
September 6, 2016
|
|
June 14, 2016
|
|
March 22, 2016
|
||||||||
Total revenues
|
|
$
|
345,301
|
|
|
$
|
259,332
|
|
|
$
|
268,974
|
|
|
$
|
214,873
|
|
Direct and selling, general and administrative expenses
|
|
312,207
|
|
|
236,556
|
|
|
239,335
|
|
|
208,429
|
|
||||
Operating income
|
|
33,094
|
|
|
22,776
|
|
|
29,639
|
|
|
6,444
|
|
||||
Net income (loss)
|
|
5,406
|
|
|
1,182
|
|
|
5,750
|
|
|
(8,313
|
)
|
||||
Net income (loss) attributable to ClubCorp
|
|
5,224
|
|
|
1,188
|
|
|
5,579
|
|
|
(8,414
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to ClubCorp per share, basic
|
|
$
|
0.08
|
|
|
$
|
0.02
|
|
|
$
|
0.08
|
|
|
$
|
(0.13
|
)
|
Net income (loss) attributable to ClubCorp per share, diluted
|
|
$
|
0.08
|
|
|
$
|
0.02
|
|
|
$
|
0.08
|
|
|
$
|
(0.13
|
)
|
|
|
For the sixteen weeks ended
|
|
For the twelve weeks ended
|
||||||||||||
2015
|
|
December 29, 2015
|
|
September 8, 2015
|
|
June 16, 2015
|
|
March 24, 2015
|
||||||||
Total revenues
|
|
$
|
331,688
|
|
|
$
|
255,360
|
|
|
$
|
263,747
|
|
|
$
|
202,072
|
|
Direct and selling, general and administrative expenses
|
|
313,148
|
|
|
238,126
|
|
|
246,567
|
|
|
195,216
|
|
||||
Operating income
|
|
18,540
|
|
|
17,234
|
|
|
17,180
|
|
|
6,856
|
|
||||
Net (loss) income
|
|
(6,259
|
)
|
|
1,185
|
|
|
(223
|
)
|
|
(4,276
|
)
|
||||
Net (loss) income attributable to ClubCorp
|
|
(6,346
|
)
|
|
1,252
|
|
|
(196
|
)
|
|
(4,222
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to ClubCorp per share, basic
|
|
$
|
(0.10
|
)
|
|
$
|
0.02
|
|
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
Net (loss) income attributable to ClubCorp per share, diluted
|
|
$
|
(0.10
|
)
|
|
$
|
0.02
|
|
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Equity in net income (loss) of subsidiaries
|
$
|
3,577
|
|
|
$
|
(9,512
|
)
|
|
$
|
13,226
|
|
NET INCOME (LOSS)
|
3,577
|
|
|
(9,512
|
)
|
|
13,226
|
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO CLUBCORP HOLDINGS, INC.
|
$
|
3,577
|
|
|
$
|
(9,512
|
)
|
|
$
|
13,226
|
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
3,577
|
|
|
(9,512
|
)
|
|
13,226
|
|
|||
Equity in other comprehensive (loss) income of subsidiaries
|
(2,389
|
)
|
|
(2,959
|
)
|
|
(3,220
|
)
|
|||
COMPREHENSIVE INCOME (LOSS)
|
1,188
|
|
|
(12,471
|
)
|
|
10,006
|
|
|||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLUBCORP HOLDINGS, INC.
|
$
|
1,188
|
|
|
$
|
(12,471
|
)
|
|
$
|
10,006
|
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Investment in subsidiaries
|
$
|
150,952
|
|
|
$
|
176,899
|
|
TOTAL ASSETS
|
$
|
150,952
|
|
|
$
|
176,899
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Dividends to owners declared, but unpaid - current
|
8,582
|
|
|
8,467
|
|
||
Dividends to owners declared, but unpaid - long-term
|
—
|
|
|
68
|
|
||
TOTAL LIABILITIES
|
$
|
8,582
|
|
|
$
|
8,535
|
|
EQUITY
|
|
|
|
||||
Common stock, $0.01 par value, 200,000,000 shares authorized; 65,498,897 and 64,740,736 issued and outstanding at December 27, 2016 and December 29, 2015, respectively
|
655
|
|
|
647
|
|
||
Additional paid-in capital
|
235,871
|
|
|
263,921
|
|
||
Accumulated deficit and accumulated other comprehensive loss
|
(91,898
|
)
|
|
(96,204
|
)
|
||
Treasury stock, at cost (192,989 shares at December 27, 2016)
|
(2,258
|
)
|
|
—
|
|
||
Total stockholders’ equity
|
142,370
|
|
|
168,364
|
|
||
Total equity
|
142,370
|
|
|
168,364
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
150,952
|
|
|
$
|
176,899
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
3,577
|
|
|
$
|
(9,512
|
)
|
|
$
|
13,226
|
|
Adjustments to reconcile net loss to cash flows from operating activities:
|
|
|
|
|
|
||||||
Equity in net (income) loss of subsidiary
|
(3,577
|
)
|
|
9,512
|
|
|
(13,226
|
)
|
|||
Net cash provided by operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Contribution from subsidiary
|
33,972
|
|
|
33,664
|
|
|
30,765
|
|
|||
Distribution to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
33,972
|
|
|
33,664
|
|
|
30,765
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Distribution to owners
|
(33,972
|
)
|
|
(33,664
|
)
|
|
(30,765
|
)
|
|||
Net cash (used in) provided by financing activities
|
(33,972
|
)
|
|
(33,664
|
)
|
|
(30,765
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
—
|
|
|||
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
—
|
|
|
—
|
|
|
—
|
|
|||
CASH AND CASH EQUIVALENTS - END OF PERIOD
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash investing and financing activities are as follows:
|
|
|
|
|
|
||||||
Distribution declared payable to owners
|
$
|
8,582
|
|
|
$
|
8,535
|
|
|
$
|
8,454
|
|
|
Restricted stock awards
|
|
Performance-based awards (1)
|
||||||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Target shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
Non-vested balance at December 30, 2014
|
228,066
|
|
|
$
|
18.29
|
|
|
111,610
|
|
|
$
|
17.08
|
|
Granted
|
214,306
|
|
|
$
|
18.42
|
|
|
136,071
|
|
|
$
|
19.64
|
|
Vested
|
(82,025)
|
|
|
$
|
18.36
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(22,384)
|
|
|
$
|
18.11
|
|
|
(20,271
|
)
|
|
$
|
18.44
|
|
Canceled
|
(7,493
|
)
|
|
$
|
18.50
|
|
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 29, 2015
|
330,470
|
|
|
$
|
18.37
|
|
|
227,410
|
|
|
$
|
18.49
|
|
Granted
|
876,418
|
|
|
$
|
11.80
|
|
|
741,030
|
|
|
$
|
9.87
|
|
Vested
|
(130,681)
|
|
|
$
|
18.95
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(88,736)
|
|
|
$
|
13.48
|
|
|
(97,070
|
)
|
|
$
|
14.72
|
|
Canceled
|
(29,521
|
)
|
|
$
|
18.63
|
|
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 27, 2016
|
957,950
|
|
|
$
|
12.73
|
|
|
871,370
|
|
|
$
|
11.58
|
|
|
|
Page
|
|
Audited Consolidated Financial Statements
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
3.1 (a)
|
|
|
Form of Amended and Restated Articles of Incorporation of ClubCorp Holdings, Inc. (Incorporated by reference to Exhibit 3.1(a) to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
|
3.1 (b)
|
|
|
Form of Amended and Restated Bylaws of ClubCorp Holdings, Inc. (Incorporated by reference to Exhibit 3.1(b) to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
|
4.1
|
|
|
Indenture, dated as of December 15, 2015, by and among ClubCorp Club Operations, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee. (Incorporated by reference to Exhibit 4.1 on Form 8-K filed by ClubCorp Holdings, Inc. on December 15, 2015)
|
4.2
|
|
|
Form of 8.25% Senior Note due December 15, 2015 (included in Exhibit 4.1). (Incorporated by reference to Exhibit 4.2 on Form 8-K filed by ClubCorp Holdings, Inc. on December 15, 2015)
|
10.1
|
|
†
|
Long Term Incentive Plan (Incorporated by reference to Exhibit 10.7 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
|
10.2
|
|
|
Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.8 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
|
10.3
|
|
|
Guaranty and Security Agreement dated as of November 30, 2010 among ClubCorp Club Operations, Inc., each other Grantor from time to time party thereto and Citicorp North America, Inc., as Administrative Agent (Incorporated by reference to Exhibit 10.9 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
|
10.4
|
|
|
Form of Indemnification Agreement between ClubCorp Holdings, Inc. and its directors and officers (Incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
|
10.5
|
|
†
|
ClubCorp Holdings, Inc. Amended and Restated 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 26, 2013)
|
10.6
|
|
†
|
Form of Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.12 on Form 10-K filed by ClubCorp Club Operations, Inc. on March 26, 2012)
|
10.7
|
|
†
|
Form of Performance Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Holdings, Inc. on February 13, 2014)
|
10.8
|
|
|
Amendment No. 1, dated as of November 16, 2012, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Club Operations, Inc. on November 16, 2012)
|
10.9
|
|
|
Joinder Agreement, dated as of January 16, 2013, by and between ClubCorp NV I, LLC, a Nevada limited liability company; ClubCorp NV II, LLC, a Nevada limited liability company; ClubCorp NV III, LLC, a Nevada limited liability company; ClubCorp NV IV, LLC, a Nevada limited liability company; and ClubCorp NV V, LLC, a Nevada limited liability company and Citicorp North America, Inc., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Club Operations, Inc. on January 22, 2013)
|
10.10
|
|
|
Pledge Amendment, dated as of January 16, 2013, by and between ClubCorp USA, Inc. and Citicorp North America, Inc., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.2 on Form 8-K filed by ClubCorp Club Operations, Inc. on January 22, 2013)
|
10.11
|
|
|
Amendment No. 2, dated as of July 24, 2013, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.3 on Form 10‑Q filed by ClubCorp Club Operations, Inc. on July 26, 2013)
|
10.12
|
|
|
Amendment No. 3, dated as of August 30, 2013, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner. (Incorporated by reference to Exhibit 10.18 on Form 10-K filed by ClubCorp Holdings, Inc. on March 21, 2014)
|
10.13
|
|
†
|
Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.17 to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
|
10.14
|
|
†
|
Form of Nonqualified Stock Option Agreement (Incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
|
10.15
|
|
|
Form of Registration Rights Agreement between ClubCorp Holdings, Inc. and certain of its stockholders (Incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
|
10.16
|
|
|
Amendment No. 4, dated as of February 21, 2014, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner. (Incorporated by reference to Exhibit 10.22 on Form 10-K filed by ClubCorp Holdings, Inc. on March 21, 2014)
|
10.17
|
|
†
|
2014 Short Term Incentive Plan (Incorporated by reference to Exhibit 10.23 on Form 10-K filed by ClubCorp Holdings, Inc. on March 21, 2014)
|
10.18
|
|
|
Joinder Agreement, dated as of March 21, 2014, by and between ClubCorp NV VI, LLC, a Nevada limited liability company; ClubCorp NV VII, LLC, a Nevada limited liability company; ClubCorp NV VIII, LLC, a Nevada limited liability company; ClubCorp NV IX, LLC, a Nevada limited liability company; and ClubCorp NV X, LLC, a Nevada limited liability company and Citicorp North America, Inc., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.23 on Form 10-K filed by ClubCorp Holdings, Inc. on March 21, 2014)
|
10.19
|
|
|
Pledge Amendment, dated as of March 21, 2014, by and between ClubCorp USA, Inc. and Citicorp North America, Inc., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.25 on Form 10-K filed by ClubCorp Holdings, Inc. on March 21, 2014)
|
10.2
|
|
|
Amendment No. 5, dated as of April 7, 2014, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Holdings, Inc. on April 11, 2014)
|
10.21
|
|
|
Amendment No. 6, dated as of September 30, 2014, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Holdings, Inc. on October 3, 2014)
|
10.22
|
|
|
Joinder Agreement, dated as of September 30, 2014, by ClubCorp, Inc., a Delaware corporation (the "Borrower") and the Affiliates of the Borrower from time to time party thereto as Grantors in favor of Citicorp North America, Inc., as administrative agent and collateral agent for the Secured Parties referred to therein (Incorporated by reference to Exhibit 10.2 on Form 8-K filed by ClubCorp Holdings, Inc. on October 3, 2014)
|
10.23
|
|
|
Pledge Agreement, dated as of September 30, 2014, by ClubCorp, Inc., a Delaware corporation (the "Borrower") the undersigned Grantor and the other Affiliates of the Borrower from time to time party thereto as Grantors in favor of Citicorp North America, Inc., as administrative agent and collateral agent for the Secured Parties referred to therein (Incorporated by reference to Exhibit 10.3 on Form 8-K filed by ClubCorp Holdings, Inc. on October 3, 2014)
|
10.24
|
|
|
Equity Purchase Agreement by and among ClubCorp USA, Inc., Sequoia Golf Holdings LLC, Parthenon-Sequoia LTD., Parthenon Investors II, L.P., J&R Founders' Fund II, L.P., PCIP Investors and The Other Members of Sequoia Golf Holdings LLC, dated as of August 13, 2014 (Incorporated by reference to Exhibit 10.5 on Form 10‑Q filed by ClubCorp Holdings, Inc. on October 16, 2014)
|
10.25
|
|
†
|
2015 Short Term Incentive Plan (Incorporated by reference to Exhibit 10.26 on Form 10-K filed by ClubCorp Holdings, Inc. on March 12, 2015)
|
10.26
|
|
†
|
Form of Amended Performance Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.2 on Form 8-K filed by ClubCorp Holdings, Inc. on February 6, 2015)
|
10.27
|
|
†
|
Form of Amended and Restated Performance Restricted Stock Unit Agreement for awards granted on February 7, 2014 under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.28 on Form 10-K filed by ClubCorp Holdings, Inc. on March 12, 2015)
|
10.28
|
|
†
|
Form of Amended Performance Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.2 on Form 8-K filed by ClubCorp Holdings, Inc. on February 6, 2015)
|
10.29
|
|
†
|
Form of Amended and Restated Performance Restricted Stock Unit Agreement for awards granted on February 7, 2014 under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.28 on Form 10-K filed by ClubCorp Holdings, Inc. on March 12, 2015)
|
10.30
|
|
|
Amendment No. 7, dated as of May 28, 2015, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party
thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Holdings, Inc. on May 28, 2015) |
10.31
|
|
|
Amendment No. 8, dated as of December 15, 2015, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party
thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Holdings, Inc. on December 15, 2015) |
10.32
|
|
†
|
Severance Payment and Release Agreement, dated January 7, 2016, between James Walters and ClubCorp USA, Inc., an indirect subsidiary of ClubCorp Holdings, Inc. (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Holdings, Inc. on January 8, 2016)
|
10.33
|
|
|
Amendment No. 9, dated as of January 26, 2016, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party
thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Holdings, Inc. on January 26, 2016) |
10.34
|
|
†
|
Form of Adjusted EBITDA-Based Performance Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.34 on Form 10-K filed by ClubCorp Holdings, Inc. on February 29, 2016)
|
10.35
|
|
†
|
2016 Short Term Incentive Plan (Incorporated by reference to Exhibit 10.35 on Form 10-K filed by ClubCorp Holdings, Inc. on February 29, 2016)
|
10.36
|
|
†
|
Form of Adjusted EBITDA-Based Performance Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.36 on Form 10-K/A filed by ClubCorp Holdings, Inc. on March 30, 2016)
|
10.37
|
|
|
Amendment No. 10, dated as of September 30, 2016, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner. (Incorporated by reference to Exhibit 10.1 on Form 10-Q filed by ClubCorp Holdings, Inc. on October 13, 2016)
|
10.38
|
|
†
|
Change in Control Severance Agreement, dated as of January 24, 2017, between Eric L. Affeldt and ClubCorp Holdings, Inc.
|
10.39
|
|
†
|
Change in Control Severance Agreement, dated as of January 24, 2017, between Curtis D. McClellan and ClubCorp Holdings, Inc.
|
10.40
|
|
†
|
Change in Control Severance Agreement, dated as of January 24, 2017, between Mark A. Burnett and ClubCorp Holdings, Inc.
|
10.41
|
|
†
|
Change in Control Severance Agreement, dated as of January 24, 2017, between Ingrid, J. Keiser and ClubCorp Holdings, Inc.
|
10.42
|
|
†
|
Form of Performance Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Holdings, Inc. on February 10, 2017)
|
11
|
|
|
Statement of Computation of Per Share Earnings (Included in Part II, Item 8: “Financial Statements” of this annual report on Form 10-K.)
|
21
|
|
|
Subsidiaries of the Registrant
|
23.1
|
|
|
Consent of Deloitte & Touche LLP
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
|
Certifications of Chief Executive Officer pursuant to 18 U.S.C. §1350*
|
32.2
|
|
|
Certifications of Chief Financial Officer pursuant to 18 U.S.C. §1350*
|
101
|
|
|
The following information from the Company's annual report on Form 10-K for the fiscal year ended December 27, 2016 formatted in eXtensible Business Reporting Language: (i) Consolidated statements of operations as of December 27, 2016, December 29, 2015 and December 30, 2014; (ii) Consolidated statements of comprehensive income (loss) as of December 27, 2016, December 29, 2015 and December 30, 2014; (iii) Consolidated balance sheets as of December 27, 2016 and December 29, 2015; (iv) Consolidated statements of cash flows as of December 27, 2016, December 29, 2015 and December 30, 2014; (v) Consolidated statements of changes in equity as of December 27, 2016, December 29, 2015 and December 30, 2014 and (vi) Notes to the consolidated financial statements.
|
*
|
Exhibit is furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
|
†
|
Indicates management contract or compensatory plan or arrangement.
|
Date:
|
February 27, 2017
|
|
/s/ Eric L. Affeldt
|
|
|
|
Eric L. Affeldt
|
|
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
Date:
|
February 27, 2017
|
|
/s/ Curtis D. McClellan
|
|
|
|
Curtis D. McClellan
|
|
|
|
Chief Financial Officer and Treasurer (Principal Financial Officer)
|
Date:
|
February 27, 2017
|
|
/s/ Todd M. Dupuis
|
|
|
|
Todd M. Dupuis
|
|
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
Date:
|
February 27, 2017
|
|
/s/ John A. Beckert
|
|
|
|
John A. Beckert, Director
|
Date:
|
February 27, 2017
|
|
/s/ Douglas H. Brooks
|
|
|
|
Douglas H. Brooks, Director
|
Date:
|
February 27, 2017
|
|
/s/ Lou J. Grabowsky
|
|
|
|
Lou J. Grabowsky, Director
|
Date:
|
February 27, 2017
|
|
/s/ Janet E. Grove
|
|
|
|
Janet E. Grove, Director
|
Date:
|
February 27, 2017
|
|
/s/ Margaret M. Spellings
|
|
|
|
Margaret M. Spellings, Director
|
Date:
|
February 27, 2017
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/s/ William E. Sullivan
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William E. Sullivan, Director
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Date:
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February 27, 2017
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/s/ Jeff Lamb
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Jeff Lamb, Director
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1 Year CLUBCORP HOLDINGS, INC. Chart |
1 Month CLUBCORP HOLDINGS, INC. Chart |
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