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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 |
|
Nevada
|
|
20-5818205
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
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3030 LBJ Freeway, Suite 600
|
|
|
Dallas, Texas
|
|
75234
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
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)
|
|
|
|
|
|
Page
|
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Twelve Weeks Ended
|
|
Twenty-Four Weeks Ended
|
||||||||||||
|
June 14, 2016
|
|
June 16, 2015
|
|
June 14, 2016
|
|
June 16, 2015
|
||||||||
NET INCOME (LOSS)
|
$
|
5,750
|
|
|
$
|
(223
|
)
|
|
$
|
(2,563
|
)
|
|
$
|
(4,499
|
)
|
Foreign currency translation
|
(779
|
)
|
|
(664
|
)
|
|
(860
|
)
|
|
(1,267
|
)
|
||||
OTHER COMPREHENSIVE LOSS
|
(779
|
)
|
|
(664
|
)
|
|
(860
|
)
|
|
(1,267
|
)
|
||||
COMPREHENSIVE INCOME (LOSS)
|
4,971
|
|
|
(887
|
)
|
|
(3,423
|
)
|
|
(5,766
|
)
|
||||
COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(171
|
)
|
|
27
|
|
|
(272
|
)
|
|
81
|
|
||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLUBCORP
|
$
|
4,800
|
|
|
$
|
(860
|
)
|
|
$
|
(3,695
|
)
|
|
$
|
(5,685
|
)
|
|
Twenty-Four Weeks Ended
|
||||||
|
June 14, 2016
|
|
June 16, 2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net loss
|
$
|
(2,563
|
)
|
|
$
|
(4,499
|
)
|
Adjustments to reconcile net loss to cash flows from operating activities:
|
|
|
|
|
|
||
Depreciation
|
47,490
|
|
|
45,673
|
|
||
Amortization
|
1,079
|
|
|
1,381
|
|
||
Asset impairments
|
500
|
|
|
1,070
|
|
||
Bad debt expense
|
1,084
|
|
|
515
|
|
||
Equity in (earnings) loss from unconsolidated ventures
|
(2,103
|
)
|
|
455
|
|
||
Gain on investment in unconsolidated ventures
|
—
|
|
|
(1,475
|
)
|
||
Distribution from investment in unconsolidated ventures
|
1,524
|
|
|
1,980
|
|
||
Loss on disposals of assets
|
5,655
|
|
|
9,722
|
|
||
Debt issuance costs and term loan discount
|
2,620
|
|
|
2,657
|
|
||
Accretion of discount on member deposits
|
9,127
|
|
|
9,261
|
|
||
Equity-based compensation
|
3,000
|
|
|
2,215
|
|
||
Net change in deferred tax assets and liabilities
|
(1,544
|
)
|
|
(4,032
|
)
|
||
Net change in prepaid expenses and other assets
|
(6,975
|
)
|
|
(8,474
|
)
|
||
Net change in receivables and membership notes
|
(26,010
|
)
|
|
(15,779
|
)
|
||
Net change in accounts payable and accrued liabilities
|
13,824
|
|
|
3,140
|
|
||
Net change in other current liabilities
|
25,198
|
|
|
23,038
|
|
||
Net change in other long-term liabilities
|
(1,670
|
)
|
|
(4,851
|
)
|
||
Net cash provided by operating activities
|
70,236
|
|
|
61,997
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchase of property and equipment
|
(47,031
|
)
|
|
(50,949
|
)
|
||
Acquisition of clubs
|
(6,600
|
)
|
|
(55,877
|
)
|
||
Proceeds from dispositions
|
24
|
|
|
576
|
|
||
Proceeds from insurance
|
471
|
|
|
—
|
|
||
Net change in restricted cash and capital reserve funds
|
(180
|
)
|
|
(14
|
)
|
||
Net cash used in investing activities
|
(53,316
|
)
|
|
(106,264
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Repayments of long-term debt
|
(8,755
|
)
|
|
(7,626
|
)
|
||
Proceeds from revolving credit facility borrowings
|
—
|
|
|
47,000
|
|
||
Debt issuance and modification costs
|
(1,093
|
)
|
|
(1,506
|
)
|
||
Dividends to owners
|
(16,979
|
)
|
|
(16,784
|
)
|
||
Repurchases of common stock
|
(1,235
|
)
|
|
—
|
|
||
Share repurchases for tax withholdings related to certain equity-based awards
|
(226
|
)
|
|
—
|
|
||
Distributions to noncontrolling interest
|
—
|
|
|
(1,071
|
)
|
||
Proceeds from new membership initiation deposits
|
72
|
|
|
330
|
|
||
Repayments of membership initiation deposits
|
(1,013
|
)
|
|
(638
|
)
|
||
Net cash (used in) provided by financing activities
|
(29,229
|
)
|
|
19,705
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
569
|
|
|
(97
|
)
|
||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(11,740
|
)
|
|
(24,659
|
)
|
||
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
116,347
|
|
|
75,047
|
|
||
CASH AND CASH EQUIVALENTS - END OF PERIOD
|
$
|
104,607
|
|
|
$
|
50,388
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid for interest
|
$
|
10,700
|
|
|
$
|
26,285
|
|
Cash paid for income taxes
|
$
|
3,046
|
|
|
$
|
4,365
|
|
Non-cash investing and financing activities are as follows:
|
|
|
|
||||
Capital lease
|
$
|
9,611
|
|
|
$
|
12,258
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Noncontrolling
Interests in Consolidated Subsidiaries |
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
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
|
288,680
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends to owners declared
|
—
|
|
|
—
|
|
|
(8,399
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,399
|
)
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
2,215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,215
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,418
|
)
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
(4,499
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,267
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,267
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,071
|
)
|
|
(1,071
|
)
|
|||||||
BALANCE - June 16, 2015
|
64,732,012
|
|
|
$
|
647
|
|
|
$
|
286,819
|
|
|
$
|
(5,557
|
)
|
|
$
|
(83,861
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
9,790
|
|
|
$
|
207,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
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
|
826,559
|
|
|
8
|
|
|
(234
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|||||||
Dividends to owners declared
|
—
|
|
|
—
|
|
|
(17,026
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,026
|
)
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,835
|
)
|
|
—
|
|
|
—
|
|
|
272
|
|
|
(2,563
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(860
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(860
|
)
|
|||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104,325
|
)
|
|
(1,235
|
)
|
|
—
|
|
|
(1,235
|
)
|
|||||||
BALANCE - June 14, 2016
|
65,567,295
|
|
|
$
|
655
|
|
|
$
|
248,858
|
|
|
$
|
(8,109
|
)
|
|
$
|
(88,672
|
)
|
|
(104,325
|
)
|
|
$
|
(1,235
|
)
|
|
$
|
10,690
|
|
|
$
|
162,187
|
|
|
June 14, 2016
|
|
December 29, 2015
|
||||
Current assets
|
$
|
1,972
|
|
|
$
|
1,201
|
|
Fixed assets, net
|
9,261
|
|
|
9,245
|
|
||
Other assets
|
841
|
|
|
839
|
|
||
Total assets
|
$
|
12,074
|
|
|
$
|
11,285
|
|
|
|
|
|
||||
Current liabilities
|
$
|
1,588
|
|
|
$
|
1,228
|
|
Long-term debt
|
13,028
|
|
|
13,026
|
|
||
Other long-term liabilities
|
24,319
|
|
|
23,817
|
|
||
Noncontrolling interest
|
5,540
|
|
|
5,619
|
|
||
Company capital
|
(32,401
|
)
|
|
(32,405
|
)
|
||
Total liabilities and equity
|
$
|
12,074
|
|
|
$
|
11,285
|
|
|
June 14, 2016
|
|
December 29, 2015
|
||||||||||||
|
Recorded Value
|
|
Fair Value
|
|
Recorded Value
|
|
Fair Value
|
||||||||
Level 2 (1)
|
$
|
1,019,824
|
|
|
$
|
1,024,094
|
|
|
$
|
1,019,511
|
|
|
$
|
1,020,625
|
|
Level 3
|
49,121
|
|
|
39,987
|
|
|
49,952
|
|
|
40,794
|
|
||||
Total
|
$
|
1,068,945
|
|
|
$
|
1,064,081
|
|
|
$
|
1,069,463
|
|
|
$
|
1,061,419
|
|
(1)
|
The recorded value for Level 2 Debt is presented net of the
$5.2 million
and
$5.5 million
discount as of
June 14, 2016
and
December 29, 2015
, respectively, on the Secured Credit Facilities, as defined in Note
9
.
|
|
June 14, 2016
|
|
December 29, 2015
|
||||
Land and non-depreciable land improvements
|
$
|
602,520
|
|
|
$
|
600,819
|
|
Depreciable land improvements
|
486,689
|
|
|
478,352
|
|
||
Buildings and recreational facilities
|
522,282
|
|
|
511,124
|
|
||
Machinery and equipment
|
277,504
|
|
|
264,129
|
|
||
Leasehold improvements
|
112,910
|
|
|
111,184
|
|
||
Furniture and fixtures
|
102,713
|
|
|
97,459
|
|
||
Construction in progress
|
18,981
|
|
|
13,413
|
|
||
|
2,123,599
|
|
|
2,076,480
|
|
||
Accumulated depreciation
|
(579,029
|
)
|
|
(541,960
|
)
|
||
Total
|
$
|
1,544,570
|
|
|
$
|
1,534,520
|
|
|
|
|
June 14, 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
|
3-7 years
|
|
2,866
|
|
|
$
|
(2,205
|
)
|
|
661
|
|
|
2,866
|
|
|
$
|
(1,907
|
)
|
|
959
|
|
||||
Management Contracts
|
1-10 years
|
|
3,959
|
|
|
(1,305
|
)
|
|
2,654
|
|
|
3,959
|
|
|
(988
|
)
|
|
2,971
|
|
||||||
Trade names
|
2 years
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,100
|
|
|
$
|
(636
|
)
|
|
$
|
464
|
|
Total
|
|
|
$
|
33,767
|
|
|
$
|
(3,510
|
)
|
|
$
|
30,257
|
|
|
$
|
34,783
|
|
|
$
|
(3,531
|
)
|
|
$
|
31,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
|
|
$
|
312,811
|
|
|
|
|
$
|
312,811
|
|
|
$
|
312,811
|
|
|
|
|
$
|
312,811
|
|
Year
|
Amount
|
||
Remainder of 2016
|
$
|
718
|
|
2017
|
761
|
|
|
2018
|
629
|
|
|
2019
|
383
|
|
|
2020
|
239
|
|
|
Thereafter
|
585
|
|
|
Total
|
$
|
3,315
|
|
|
Golf & Country Clubs
|
|
Business, Sports & Alumni Clubs
|
|
Total
|
||||||
December 29, 2015
|
$
|
167,460
|
|
|
$
|
145,351
|
|
|
$
|
312,811
|
|
June 14, 2016
|
$
|
167,460
|
|
|
$
|
145,351
|
|
|
$
|
312,811
|
|
|
June 14, 2016
|
|
December 29, 2015
|
||||
Accrued compensation
|
$
|
24,500
|
|
|
$
|
27,247
|
|
Accrued interest
|
20,922
|
|
|
2,618
|
|
||
Other accrued expenses
|
7,297
|
|
|
7,576
|
|
||
Total accrued expenses
|
$
|
52,719
|
|
|
$
|
37,441
|
|
|
|
|
|
||||
Taxes payable other than federal income taxes (1)
|
$
|
10,449
|
|
|
$
|
15,473
|
|
Total accrued taxes
|
$
|
10,449
|
|
|
$
|
15,473
|
|
|
|
|
|
||||
Advance event and other deposits
|
$
|
33,632
|
|
|
$
|
18,708
|
|
Unearned dues
|
31,043
|
|
|
14,225
|
|
||
Deferred membership revenues
|
12,192
|
|
|
12,175
|
|
||
Insurance reserves
|
11,414
|
|
|
11,317
|
|
||
Dividends to owners declared, but unpaid
|
8,583
|
|
|
8,467
|
|
||
Other current liabilities
|
4,012
|
|
|
4,300
|
|
||
Total other current liabilities
|
$
|
100,876
|
|
|
$
|
69,192
|
|
(1)
|
We had
no
federal income taxes payable
as of
June 14, 2016
and
December 29, 2015
.
|
|
June 14, 2016
|
|
December 29, 2015
|
||||
Uncertain tax positions
|
$
|
7,253
|
|
|
$
|
7,343
|
|
Deferred membership revenues
|
46,028
|
|
|
45,960
|
|
||
Casualty insurance loss reserves - long term portion
|
15,872
|
|
|
14,659
|
|
||
Above market lease intangibles
|
305
|
|
|
352
|
|
||
Deferred rent
|
33,614
|
|
|
29,250
|
|
||
Accrued interest on notes payable related to Non-Core Development Entities
|
23,726
|
|
|
23,236
|
|
||
Other
|
2,845
|
|
|
2,857
|
|
||
Total other long-term liabilities
|
$
|
129,643
|
|
|
$
|
123,657
|
|
|
June 14, 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
|
675,000
|
|
4.25
|
%
|
|
675,000
|
|
4.25
|
%
|
|
Greater of (i) 4.25% or (ii) an elected LIBOR + 3.25%
|
|
2022
|
||
Revolving Credit Borrowings - ($175,000 capacity) (1)
|
—
|
|
3.44
|
%
|
|
—
|
|
3.42
|
%
|
|
LIBOR plus a margin of 3.0%
|
|
2021
|
||
Notes payable related to certain Non-Core Development Entities
|
11,837
|
|
9.00
|
%
|
|
11,837
|
|
9.00
|
%
|
|
Fixed
|
|
(2)
|
||
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stonebriar / Monarch Loan
|
28,798
|
|
6.00
|
%
|
|
29,112
|
|
6.00
|
%
|
|
5.00% plus the greater of (i) three month LIBOR or (ii) 1%
|
|
2017
|
||
Atlantic Capital Bank
|
3,093
|
|
4.50
|
%
|
|
3,173
|
|
4.50
|
%
|
|
Greater of (i) 3.0% + 30 day LIBOR or (ii) 4.5%
|
|
2020
|
||
BancFirst
|
3,599
|
|
4.50
|
%
|
|
3,842
|
|
4.50
|
%
|
|
Greater of (i) 4.5% or (ii) prime rate
|
|
2016
|
||
Other indebtedness
|
1,794
|
|
4.75% - 6.00%
|
|
|
1,988
|
|
4.75% - 6.00%
|
|
|
Fixed
|
|
Various
|
||
|
1,074,121
|
|
|
|
1,074,952
|
|
|
|
|
|
|
||||
Capital leases
|
44,864
|
|
|
|
43,271
|
|
|
|
|
|
|
||||
Total obligation
|
1,118,985
|
|
|
|
1,118,223
|
|
|
|
|
|
|
||||
Less net loan origination fees included in long-term debt
|
(12,141
|
)
|
|
|
(13,000
|
)
|
|
|
|
|
|
||||
Less current portion
|
(20,667
|
)
|
|
|
(20,414
|
)
|
|
|
|
|
|
||||
Less discount on the Secured Credit Facilities’ Term Loan
|
(5,176
|
)
|
|
|
(5,489
|
)
|
|
|
|
|
|
||||
Long-term debt
|
$
|
1,081,001
|
|
|
|
$
|
1,079,320
|
|
|
|
|
|
|
(1)
|
As of
June 14, 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.
|
(2)
|
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.
|
Year
|
Debt
|
|
Capital Leases
|
|
Total
|
||||||
Remainder of 2016
|
$
|
4,143
|
|
|
$
|
9,376
|
|
|
$
|
13,519
|
|
2017
|
28,957
|
|
|
14,901
|
|
|
43,858
|
|
|||
2018
|
490
|
|
|
11,481
|
|
|
11,971
|
|
|||
2019
|
426
|
|
|
6,671
|
|
|
7,097
|
|
|||
2020
|
2,630
|
|
|
2,193
|
|
|
4,823
|
|
|||
Thereafter
|
1,037,475
|
|
|
242
|
|
|
1,037,717
|
|
|||
Total
|
$
|
1,074,121
|
|
|
$
|
44,864
|
|
|
$
|
1,118,985
|
|
|
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
|
|
|
Twelve Weeks Ended
|
|
Twenty-Four Weeks Ended
|
||||||||||||
|
June 14, 2016
|
|
June 16, 2015
|
|
June 14, 2016
|
|
June 16, 2015
|
||||||||
Golf and Country Clubs
|
|
|
|
|
|
|
|
|
|
||||||
Revenues (1)
|
$
|
219,837
|
|
|
$
|
213,163
|
|
|
$
|
392,654
|
|
|
$
|
372,034
|
|
Adjusted EBITDA
|
66,121
|
|
|
61,618
|
|
|
116,261
|
|
|
106,527
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Business, Sports and Alumni Clubs
|
|
|
|
|
|
|
|
|
|
||||||
Revenues (1)
|
$
|
46,513
|
|
|
$
|
45,527
|
|
|
$
|
87,854
|
|
|
$
|
86,058
|
|
Adjusted EBITDA
|
10,539
|
|
|
9,215
|
|
|
17,872
|
|
|
16,703
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other
|
|
|
|
|
|
|
|
|
|
||||||
Revenues
|
$
|
5,694
|
|
|
$
|
5,332
|
|
|
$
|
9,507
|
|
|
$
|
8,703
|
|
Adjusted EBITDA
|
(13,402
|
)
|
|
(10,732
|
)
|
|
(28,809
|
)
|
|
(24,262
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Elimination of intersegment revenues and segment reporting adjustments
|
$
|
(3,070
|
)
|
|
$
|
(3,384
|
)
|
|
$
|
(6,168
|
)
|
|
$
|
(6,801
|
)
|
Revenues relating to divested clubs (2)
|
—
|
|
|
3,109
|
|
|
—
|
|
|
5,825
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
|
|
|
|
|
|
|
||||||
Revenues
|
$
|
268,974
|
|
|
$
|
263,747
|
|
|
$
|
483,847
|
|
|
$
|
465,819
|
|
Adjusted EBITDA
|
63,258
|
|
|
60,101
|
|
|
105,324
|
|
|
98,968
|
|
(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
|
June 14, 2016
|
|
December 29, 2015
|
||||
Golf and Country Clubs
|
$
|
1,598,229
|
|
|
$
|
1,554,448
|
|
Business, Sports and Alumni Clubs
|
95,984
|
|
|
89,823
|
|
||
Other
|
477,578
|
|
|
490,980
|
|
||
Consolidated
|
$
|
2,171,791
|
|
|
$
|
2,135,251
|
|
|
Twelve Weeks Ended
|
|
Twenty-Four Weeks Ended
|
||||||||||||
|
June 14, 2016
|
|
June 16, 2015
|
|
June 14, 2016
|
|
June 16, 2015
|
||||||||
Revenues by Type
|
|
|
|
|
|
|
|
||||||||
Dues
|
$
|
120,053
|
|
|
$
|
113,597
|
|
|
$
|
236,171
|
|
|
$
|
221,602
|
|
Food and beverage
|
78,941
|
|
|
77,934
|
|
|
131,797
|
|
|
126,683
|
|
||||
Golf
|
48,650
|
|
|
49,225
|
|
|
74,924
|
|
|
74,099
|
|
||||
Other
|
21,330
|
|
|
22,991
|
|
|
40,955
|
|
|
43,435
|
|
||||
Total
|
$
|
268,974
|
|
|
$
|
263,747
|
|
|
$
|
483,847
|
|
|
$
|
465,819
|
|
|
Twelve Weeks Ended
|
|
Twenty-Four Weeks Ended
|
||||||||||||
|
June 14, 2016
|
|
June 16, 2015
|
|
June 14, 2016
|
|
June 16, 2015
|
||||||||
Net income (loss)
|
$
|
5,750
|
|
|
$
|
(223
|
)
|
|
$
|
(2,563
|
)
|
|
$
|
(4,499
|
)
|
Interest expense
|
19,938
|
|
|
16,286
|
|
|
40,358
|
|
|
32,417
|
|
||||
Income tax expense (benefit)
|
4,078
|
|
|
2,711
|
|
|
(1,459
|
)
|
|
(2,205
|
)
|
||||
Interest and investment income
|
(127
|
)
|
|
(1,594
|
)
|
|
(253
|
)
|
|
(1,677
|
)
|
||||
Depreciation and amortization
|
24,355
|
|
|
24,241
|
|
|
48,569
|
|
|
47,054
|
|
||||
EBITDA
|
$
|
53,994
|
|
|
$
|
41,421
|
|
|
$
|
84,652
|
|
|
$
|
71,090
|
|
Impairments and disposition of assets (1)
|
3,238
|
|
|
7,516
|
|
|
6,155
|
|
|
10,792
|
|
||||
Loss from divested clubs (2)
|
21
|
|
|
115
|
|
|
555
|
|
|
120
|
|
||||
Non-cash adjustments (3)
|
(842
|
)
|
|
463
|
|
|
(379
|
)
|
|
926
|
|
||||
Acquisition related costs (4)
|
257
|
|
|
1,869
|
|
|
943
|
|
|
2,859
|
|
||||
Capital structure costs (5)
|
208
|
|
|
1,219
|
|
|
950
|
|
|
1,351
|
|
||||
Centralization and transformation costs (6)
|
2,061
|
|
|
2,028
|
|
|
4,479
|
|
|
3,303
|
|
||||
Other adjustments (7)
|
1,185
|
|
|
2,639
|
|
|
2,271
|
|
|
2,752
|
|
||||
Equity-based compensation expense (8)
|
1,830
|
|
|
1,113
|
|
|
3,000
|
|
|
2,215
|
|
||||
Acquisition adjustment (9)
|
1,306
|
|
|
1,718
|
|
|
2,698
|
|
|
3,560
|
|
||||
Adjusted EBITDA
|
$
|
63,258
|
|
|
$
|
60,101
|
|
|
$
|
105,324
|
|
|
$
|
98,968
|
|
(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 non-cash items related to purchase accounting associated with the acquisition of CCI in 2006 by affiliates of KSL Capital Partners, LLC (“KSL”).
|
(4)
|
Represents legal and professional fees related to the acquisition of clubs.
|
(5)
|
Represents legal and professional fees related to our capital structure, including debt issuance and amendment costs and equity offering costs.
|
(6)
|
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.
|
(7)
|
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 of continuing operations and management fees, termination fee and expenses paid to an affiliate of KSL.
|
(8)
|
Includes equity-based compensation expense, calculated in accordance with GAAP, related to awards held by certain employees, executives and directors.
|
(9)
|
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 (“Sequoia Golf”) on
September 30, 2014
.
|
|
Twelve Weeks Ended
|
|
Twenty-Four Weeks Ended
|
||||||||||||||||||||||||||||
|
June 14, 2016
|
|
June 16, 2015
|
|
June 14, 2016
|
|
June 16, 2015
|
||||||||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||||||
Numerator for earnings per share
|
$
|
5,450
|
|
|
$
|
5,450
|
|
|
$
|
(196
|
)
|
|
$
|
(196
|
)
|
|
$
|
(3,093
|
)
|
|
$
|
(3,093
|
)
|
|
$
|
(4,418
|
)
|
|
$
|
(4,418
|
)
|
Weighted-average shares outstanding
|
64,518
|
|
|
64,518
|
|
|
64,392
|
|
|
64,392
|
|
|
64,496
|
|
|
64,496
|
|
|
64,324
|
|
|
64,324
|
|
||||||||
Effect of dilutive equity-based awards
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Shares
|
64,518
|
|
|
64,556
|
|
|
64,392
|
|
|
64,392
|
|
|
64,496
|
|
|
64,496
|
|
|
64,324
|
|
|
64,324
|
|
||||||||
Net income (loss) attributable to ClubCorp per share
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.07
|
)
|
|
Twelve Weeks Ended
|
|
Twenty-Four Weeks Ended
|
||||||||||||
|
June 14, 2016
|
|
June 16, 2015
|
|
June 14, 2016
|
|
June 16, 2015
|
||||||||
Club operating costs exclusive of depreciation
|
$
|
897
|
|
|
$
|
336
|
|
|
$
|
1,267
|
|
|
$
|
662
|
|
Selling, general and administrative
|
933
|
|
|
777
|
|
|
1,733
|
|
|
1,553
|
|
||||
Pre-tax equity-based compensation expense
|
1,830
|
|
|
1,113
|
|
|
3,000
|
|
|
2,215
|
|
||||
Less: benefit for income taxes
|
(683
|
)
|
|
(423
|
)
|
|
(1,120
|
)
|
|
(810
|
)
|
||||
Equity-based compensation expense, net of tax
|
$
|
1,147
|
|
|
$
|
690
|
|
|
$
|
1,880
|
|
|
$
|
1,405
|
|
|
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 29, 2015
|
330,470
|
|
|
$
|
18.37
|
|
|
227,410
|
|
|
$
|
18.49
|
|
Granted
|
876,418
|
|
|
$
|
11.80
|
|
|
741,030
|
|
|
$
|
9.87
|
|
Vested
|
(108,043)
|
|
|
$
|
18.11
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(20,338)
|
|
|
$
|
14.01
|
|
|
(63,878
|
)
|
|
$
|
16.09
|
|
Canceled
|
(29,521
|
)
|
|
$
|
18.63
|
|
|
—
|
|
|
$
|
—
|
|
Non-vested balance at June 14, 2016
|
1,048,986
|
|
|
$
|
12.99
|
|
|
904,562
|
|
|
$
|
11.60
|
|
Declaration Date
|
|
Dividend Per Share
|
|
Record Date
|
|
Total Amount
(in thousands) |
|
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
|
|
$
|
8,506
|
|
|
July 15, 2016
|
•
|
our ability to attract and retain club members;
|
•
|
changes in consumer spending patterns, particularly with respect to demand for products and services;
|
•
|
adverse conditions affecting the United States economy;
|
•
|
unusual weather patterns, extreme weather events and periodic and quasi-periodic weather patterns, such as the El Niño/La Niña Southern Oscillation;
|
•
|
material cash outlays required in connection with refunds or escheatment of membership initiation deposits;
|
•
|
impairments to the suitability of our club locations;
|
•
|
regional disruptions such as power failures, natural disasters or technical difficulties in any of the major areas in which we operate;
|
•
|
seasonality of demand for our services and facilities usage;
|
•
|
increases in the level of competition we face;
|
•
|
the loss of members of our management team or key employees;
|
•
|
increases in the cost of labor;
|
•
|
increases in other costs, including costs of goods, rent, water, utilities and taxes;
|
•
|
decreasing values of our investments;
|
•
|
illiquidity of real estate holdings;
|
•
|
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;
|
•
|
our need to generate cash to service our indebtedness;
|
•
|
the incurrence by us of substantially more debt, which could further exacerbate the risks associated with our substantial leverage;
|
•
|
restrictions in our debt agreements that limit our flexibility in operating our business;
|
•
|
our variable rate indebtedness could cause our debt service obligations to increase significantly;
|
•
|
timely, costly and unsuccessful development and redevelopment activities at our properties;
|
•
|
unsuccessful or burdensome acquisitions;
|
•
|
complications integrating acquired businesses and properties into our operations;
|
•
|
restrictions placed on our ability to limit risk due to joint ventures and collaborative arrangements;
|
•
|
insufficient insurance coverage and uninsured losses;
|
•
|
accidents or injuries which occur at our properties;
|
•
|
adverse judgments or settlements;
|
•
|
our failure to comply with regulations relating to public facilities or our failure to retain the licenses relating to our properties;
|
•
|
future environmental regulation, expenditures and liabilities;
|
•
|
changes in or failure to comply with laws and regulations relating to our business and properties;
|
•
|
failure in systems or infrastructure which maintain our internal and customer data, including as a result of cyber attacks;
|
•
|
sufficiency and performance of the technology we own or license;
|
•
|
write-offs of goodwill;
|
•
|
risks related to tax examinations by the IRS and other tax authorities in jurisdictions in which we operate;
|
•
|
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;
|
•
|
significant changes in our stock price, including those caused by future sales of our common stock;
|
•
|
our ability to declare and pay dividends;
|
•
|
information published by securities analysts or other market participants that negatively impacts our stock price and trading volume;
|
•
|
anti-takeover provisions could delay or prevent a change of control;
|
•
|
the actions of activist stockholders could negatively impact our business and such activism could impact the trading value and volatility of our securities;
|
•
|
increased costs and substantial increased time of our management team required as a result of operating as a public company; and
|
•
|
other factors described herein and in our 2015 Annual Report filed with the Securities and Exchange Commission (“SEC”).
|
|
|
June 14,
2016 |
|
December 29,
2015 |
|
Change
|
|
% Change
|
||||
Golf and Country Clubs (1)
|
|
120,459
|
|
|
116,303
|
|
|
4,156
|
|
|
3.6
|
%
|
Business, Sports and Alumni Clubs (1)
|
|
54,971
|
|
|
56,130
|
|
|
(1,159
|
)
|
|
(2.1
|
)%
|
Total memberships at end of period (1)
|
|
175,430
|
|
|
172,433
|
|
|
2,997
|
|
|
1.7
|
%
|
(1)
|
Membership counts exclude memberships at managed clubs. As of
June 14, 2016
, we had
9,574
memberships at managed clubs, including
4,350
memberships at golf and country clubs and
5,224
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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
June 14, 2016
|
126
|
|
|
18
|
|
|
10
|
|
|
6
|
|
|
160
|
|
|
—
|
|
|
44
|
|
|
3
|
|
|
1
|
|
|
48
|
|
(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 December 2015, we purchased Bernardo Heights Country Club, a private country club located in San Diego, California. 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, the management agreement with Rancho Vista Golf Club, a public golf course located in Rancho Vista, California, was terminated.
|
(5)
|
In March 2016, we purchased Santa Rosa Golf and Country Club, a private country club in Santa Rosa, California. In February 2016, we purchased Marsh Creek Country Club, a private country club in St. Augustine, Florida. 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, during the twelve weeks ended March 22, 2016, we closed Greenspoint Club, an owned business and sports club located in Houston, Texas.
|
(6)
|
In June 2016, we entered into a management agreement with Country Club of Columbus, a private country club located in Columbus, Georgia.
|
|
Twelve Weeks Ended
|
|
Twenty-Four Weeks Ended
|
|
Four Quarters Ended
|
||||||||||||||
|
June 14, 2016
|
|
June 16, 2015
|
|
June 14, 2016
|
|
June 16, 2015
|
|
June 14, 2016
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
5,750
|
|
|
$
|
(223
|
)
|
|
$
|
(2,563
|
)
|
|
$
|
(4,499
|
)
|
|
$
|
(7,637
|
)
|
Interest expense
|
19,938
|
|
|
16,286
|
|
|
40,358
|
|
|
32,417
|
|
|
78,613
|
|
|||||
Income tax expense (benefit)
|
4,078
|
|
|
2,711
|
|
|
(1,459
|
)
|
|
(2,205
|
)
|
|
2,375
|
|
|||||
Interest and investment income
|
(127
|
)
|
|
(1,594
|
)
|
|
(253
|
)
|
|
(1,677
|
)
|
|
(4,093
|
)
|
|||||
Depreciation and amortization
|
24,355
|
|
|
24,241
|
|
|
48,569
|
|
|
47,054
|
|
|
105,459
|
|
|||||
EBITDA
|
$
|
53,994
|
|
|
$
|
41,421
|
|
|
$
|
84,652
|
|
|
$
|
71,090
|
|
|
$
|
174,717
|
|
Impairments and disposition of assets (1)
|
3,238
|
|
|
7,516
|
|
|
6,155
|
|
|
10,792
|
|
|
19,909
|
|
|||||
Loss from divested clubs (2)
|
21
|
|
|
115
|
|
|
555
|
|
|
120
|
|
|
633
|
|
|||||
Loss on extinguishment of debt (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,599
|
|
|||||
Non-cash adjustments (4)
|
(842
|
)
|
|
463
|
|
|
(379
|
)
|
|
926
|
|
|
703
|
|
|||||
Acquisition related costs (5)
|
257
|
|
|
1,869
|
|
|
943
|
|
|
2,859
|
|
|
3,049
|
|
|||||
Capital structure costs (6)
|
208
|
|
|
1,219
|
|
|
950
|
|
|
1,351
|
|
|
9,646
|
|
|||||
Centralization and transformation costs (7)
|
2,061
|
|
|
2,028
|
|
|
4,479
|
|
|
3,303
|
|
|
9,671
|
|
|||||
Other adjustments (8)
|
1,185
|
|
|
2,639
|
|
|
2,271
|
|
|
2,752
|
|
|
6,918
|
|
|||||
Equity-based compensation expense (9)
|
1,830
|
|
|
1,113
|
|
|
3,000
|
|
|
2,215
|
|
|
5,755
|
|
|||||
Acquisition adjustment (10)
|
1,306
|
|
|
1,718
|
|
|
2,698
|
|
|
3,560
|
|
|
6,249
|
|
|||||
Adjusted EBITDA
|
$
|
63,258
|
|
|
$
|
60,101
|
|
|
$
|
105,324
|
|
|
$
|
98,968
|
|
|
$
|
239,849
|
|
(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.
|
(5)
|
Represents legal and professional fees related to the acquisition of clubs.
|
(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 of continuing operations and management fees, termination fee 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
.
|
|
|
Twelve Weeks Ended
|
|
|
|
|
|||||||||
|
|
June 14,
2016 (12 weeks) |
|
June 16,
2015 (12 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Total revenues
|
|
$
|
268,974
|
|
|
$
|
263,747
|
|
|
$
|
5,227
|
|
|
2.0
|
%
|
Club operating costs and expenses exclusive of depreciation (1)
|
|
196,359
|
|
|
195,155
|
|
|
1,204
|
|
|
0.6
|
%
|
|||
Depreciation and amortization
|
|
24,355
|
|
|
24,241
|
|
|
114
|
|
|
0.5
|
%
|
|||
Loss on disposals of assets
|
|
2,738
|
|
|
6,502
|
|
|
(3,764
|
)
|
|
(57.9
|
)%
|
|||
Impairment of assets
|
|
500
|
|
|
1,014
|
|
|
(514
|
)
|
|
(50.7
|
)%
|
|||
Equity in (earnings) loss from unconsolidated ventures
|
|
(2,118
|
)
|
|
423
|
|
|
(2,541
|
)
|
|
(600.7
|
)%
|
|||
Selling, general and administrative
|
|
17,501
|
|
|
19,232
|
|
|
(1,731
|
)
|
|
(9.0
|
)%
|
|||
Operating income
|
|
29,639
|
|
|
17,180
|
|
|
12,459
|
|
|
72.5
|
%
|
|||
Interest and investment income
|
|
127
|
|
|
1,594
|
|
|
(1,467
|
)
|
|
(92.0
|
)%
|
|||
Interest expense
|
|
(19,938
|
)
|
|
(16,286
|
)
|
|
(3,652
|
)
|
|
(22.4
|
)%
|
|||
Income before income taxes
|
|
9,828
|
|
|
2,488
|
|
|
7,340
|
|
|
295.0
|
%
|
|||
Income tax expense
|
|
(4,078
|
)
|
|
(2,711
|
)
|
|
(1,367
|
)
|
|
(50.4
|
)%
|
|||
Net income (loss)
|
|
$
|
5,750
|
|
|
$
|
(223
|
)
|
|
$
|
5,973
|
|
|
2,678.5
|
%
|
(1)
|
Comprised of club operating costs, cost of food and beverage sales and provision for doubtful accounts.
|
|
|
Twelve Weeks Ended
|
|
|
|
|
|||||||||
Components of selling, general and administrative expense (1)
|
|
June 14,
2016 (12 weeks) |
|
June 16,
2015 (12 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Selling, general and administrative expense, excluding equity-based compensation and capital structure costs
|
|
$
|
16,360
|
|
|
$
|
17,243
|
|
|
$
|
(883
|
)
|
|
(5.1
|
)%
|
Capital structure costs
|
|
208
|
|
|
1,212
|
|
|
(1,004
|
)
|
|
(82.8
|
)%
|
|||
Equity-based compensation
|
|
933
|
|
|
777
|
|
|
156
|
|
|
20.1
|
%
|
|||
Selling, general and administrative
|
|
$
|
17,501
|
|
|
$
|
19,232
|
|
|
$
|
(1,731
|
)
|
|
(9.0
|
)%
|
(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 results between periods.
|
|
|
Twelve Weeks Ended
|
|
|
|
|
|||||||||
Consolidated Summary
|
|
June 14,
2016 (12 weeks) |
|
June 16,
2015 (12 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Total Revenue
|
|
$
|
268,974
|
|
|
$
|
263,747
|
|
|
$
|
5,227
|
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|||||||
Golf and Country Clubs
|
|
$
|
66,121
|
|
|
$
|
61,618
|
|
|
$
|
4,503
|
|
|
7.3
|
%
|
Business, Sports and Alumni Clubs
|
|
10,539
|
|
|
9,215
|
|
|
1,324
|
|
|
14.4
|
%
|
|||
Other
|
|
(13,402
|
)
|
|
(10,732
|
)
|
|
(2,670
|
)
|
|
(24.9
|
)%
|
|||
Total Adjusted EBITDA (1)
|
|
$
|
63,258
|
|
|
$
|
60,101
|
|
|
$
|
3,157
|
|
|
5.3
|
%
|
(1)
|
See Note
12
of our consolidated condensed financial statements included elsewhere herein for the definition of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA.
|
|
|
Twelve Weeks Ended
|
|
|
|
|
|||||||||
Golf and Country Club Segment
|
|
June 14,
2016 (12 weeks) |
|
June 16,
2015 (12 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Same Store Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|
|||||||
Dues
|
|
$
|
93,804
|
|
|
$
|
90,221
|
|
|
$
|
3,583
|
|
|
4.0
|
%
|
Food and Beverage
|
|
50,737
|
|
|
50,793
|
|
|
(56
|
)
|
|
(0.1
|
)%
|
|||
Golf Operations
|
|
49,271
|
|
|
50,128
|
|
|
(857
|
)
|
|
(1.7
|
)%
|
|||
Other
|
|
13,365
|
|
|
13,958
|
|
|
(593
|
)
|
|
(4.2
|
)%
|
|||
Revenue
|
|
$
|
207,177
|
|
|
$
|
205,100
|
|
|
$
|
2,077
|
|
|
1.0
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
142,627
|
|
|
$
|
143,949
|
|
|
$
|
(1,322
|
)
|
|
(0.9
|
)%
|
Adjusted EBITDA
|
|
$
|
64,550
|
|
|
$
|
61,151
|
|
|
$
|
3,399
|
|
|
5.6
|
%
|
Adjusted EBITDA Margin
|
|
31.2
|
%
|
|
29.8
|
%
|
|
140 bps
|
|
4.7
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
New or Acquired Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
12,660
|
|
|
$
|
8,063
|
|
|
$
|
4,597
|
|
|
NM
|
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
11,089
|
|
|
$
|
7,596
|
|
|
$
|
3,493
|
|
|
NM
|
|
Adjusted EBITDA
|
|
$
|
1,571
|
|
|
$
|
467
|
|
|
$
|
1,104
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Golf and Country Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
219,837
|
|
|
$
|
213,163
|
|
|
$
|
6,674
|
|
|
3.1
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
153,716
|
|
|
$
|
151,545
|
|
|
$
|
2,171
|
|
|
1.4
|
%
|
Adjusted EBITDA
|
|
$
|
66,121
|
|
|
$
|
61,618
|
|
|
$
|
4,503
|
|
|
7.3
|
%
|
Adjusted EBITDA Margin
|
|
30.1
|
%
|
|
28.9
|
%
|
|
120 bps
|
|
4.2
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Total memberships, excluding managed club memberships
|
|
120,459
|
|
|
118,030
|
|
|
2,429
|
|
|
2.1
|
%
|
|
|
Twelve Weeks Ended
|
|
|
|
|
|||||||||
Business, Sports and Alumni Club Segment
|
|
June 14,
2016 (12 weeks) |
|
June 16,
2015 (12 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Same Store Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|
|||||||
Dues
|
|
$
|
19,030
|
|
|
$
|
18,528
|
|
|
$
|
502
|
|
|
2.7
|
%
|
Food and Beverage
|
|
24,911
|
|
|
24,227
|
|
|
684
|
|
|
2.8
|
%
|
|||
Other
|
|
2,534
|
|
|
2,772
|
|
|
(238
|
)
|
|
(8.6
|
)%
|
|||
Revenue
|
|
$
|
46,475
|
|
|
$
|
45,527
|
|
|
$
|
948
|
|
|
2.1
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
35,963
|
|
|
$
|
36,306
|
|
|
$
|
(343
|
)
|
|
(0.9
|
)%
|
Adjusted EBITDA
|
|
$
|
10,512
|
|
|
$
|
9,221
|
|
|
$
|
1,291
|
|
|
14.0
|
%
|
Adjusted EBITDA Margin
|
|
22.6
|
%
|
|
20.3
|
%
|
|
230 bps
|
|
11.3
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
New or Acquired Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
NM
|
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
5
|
|
|
NM
|
|
Adjusted EBITDA
|
|
$
|
27
|
|
|
$
|
(6
|
)
|
|
$
|
33
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Business, Sports and Alumni Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
46,513
|
|
|
$
|
45,527
|
|
|
$
|
986
|
|
|
2.2
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
35,974
|
|
|
$
|
36,312
|
|
|
$
|
(338
|
)
|
|
(0.9
|
)%
|
Adjusted EBITDA
|
|
$
|
10,539
|
|
|
$
|
9,215
|
|
|
$
|
1,324
|
|
|
14.4
|
%
|
Adjusted EBITDA Margin
|
|
22.7
|
%
|
|
20.2
|
%
|
|
250 bps
|
|
12.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Total memberships, excluding managed club memberships
|
|
54,971
|
|
|
55,741
|
|
|
(770
|
)
|
|
(1.4
|
)%
|
|
|
Twelve Weeks Ended
|
|
|
|
|
|||||||||
Other
|
|
June 14,
2016 (12 weeks) |
|
June 16,
2015 (12 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Adjusted EBITDA
|
|
$
|
(13,402
|
)
|
|
$
|
(10,732
|
)
|
|
$
|
(2,670
|
)
|
|
(24.9
|
)%
|
|
|
Twenty-Four Weeks Ended
|
|
|
|
|
|||||||||
|
|
June 14,
2016 (24 weeks) |
|
June 16,
2015 (24 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Total revenues
|
|
$
|
483,847
|
|
|
$
|
465,819
|
|
|
$
|
18,028
|
|
|
3.9
|
%
|
Club operating costs and expenses exclusive of depreciation (1)
|
|
357,933
|
|
|
348,861
|
|
|
9,072
|
|
|
2.6
|
%
|
|||
Depreciation and amortization
|
|
48,569
|
|
|
47,054
|
|
|
1,515
|
|
|
3.2
|
%
|
|||
Loss on disposals of assets
|
|
5,655
|
|
|
9,722
|
|
|
(4,067
|
)
|
|
(41.8
|
)%
|
|||
Impairment of assets
|
|
500
|
|
|
1,070
|
|
|
(570
|
)
|
|
(53.3
|
)%
|
|||
Equity in (earnings) loss from unconsolidated ventures
|
|
(2,103
|
)
|
|
455
|
|
|
(2,558
|
)
|
|
(562.2
|
)%
|
|||
Selling, general and administrative
|
|
37,210
|
|
|
34,621
|
|
|
2,589
|
|
|
7.5
|
%
|
|||
Operating income
|
|
36,083
|
|
|
24,036
|
|
|
12,047
|
|
|
50.1
|
%
|
|||
Interest and investment income
|
|
253
|
|
|
1,677
|
|
|
(1,424
|
)
|
|
(84.9
|
)%
|
|||
Interest expense
|
|
(40,358
|
)
|
|
(32,417
|
)
|
|
(7,941
|
)
|
|
(24.5
|
)%
|
|||
Loss before income taxes
|
|
(4,022
|
)
|
|
(6,704
|
)
|
|
2,682
|
|
|
40.0
|
%
|
|||
Income tax benefit
|
|
1,459
|
|
|
2,205
|
|
|
(746
|
)
|
|
(33.8
|
)%
|
|||
Net loss
|
|
$
|
(2,563
|
)
|
|
$
|
(4,499
|
)
|
|
$
|
1,936
|
|
|
43.0
|
%
|
(1)
|
Comprised of club operating costs, cost of food and beverage sales and provision for doubtful accounts.
|
|
|
Twenty-Four Weeks Ended
|
|
|
|
|
|||||||||
Components of selling, general and administrative expense (1)
|
|
June 14,
2016 (24 weeks) |
|
June 16,
2015 (24 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Selling, general and administrative expense, excluding equity-based compensation and capital structure costs
|
|
$
|
34,527
|
|
|
$
|
31,723
|
|
|
$
|
2,804
|
|
|
8.8
|
%
|
Capital structure costs
|
|
950
|
|
|
1,345
|
|
|
(395
|
)
|
|
(29.4
|
)%
|
|||
Equity-based compensation
|
|
1,733
|
|
|
1,553
|
|
|
180
|
|
|
11.6
|
%
|
|||
Selling, general and administrative
|
|
$
|
37,210
|
|
|
$
|
34,621
|
|
|
$
|
2,589
|
|
|
7.5
|
%
|
(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 results between periods.
|
|
|
Twenty-Four Weeks Ended
|
|
|
|
|
|||||||||
Consolidated Summary
|
|
June 14,
2016 (24 weeks) |
|
June 16,
2015 (24 weeks) |
|
Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Total Revenue
|
|
$
|
483,847
|
|
|
$
|
465,819
|
|
|
$
|
18,028
|
|
|
3.9
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|||||||
Golf and Country Clubs
|
|
$
|
116,261
|
|
|
$
|
106,527
|
|
|
$
|
9,734
|
|
|
9.1
|
%
|
Business, Sports and Alumni Clubs
|
|
17,872
|
|
|
16,703
|
|
|
1,169
|
|
|
7.0
|
%
|
|||
Other
|
|
(28,809
|
)
|
|
(24,262
|
)
|
|
(4,547
|
)
|
|
(18.7
|
)%
|
|||
Total Adjusted EBITDA (1)
|
|
$
|
105,324
|
|
|
$
|
98,968
|
|
|
$
|
6,356
|
|
|
6.4
|
%
|
(1)
|
See Note
12
of our consolidated condensed financial statements included elsewhere herein for the definition of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA.
|
|
|
Twenty-Four Weeks Ended
|
|
|
|
|
|||||||||
Golf and Country Club Segment
|
|
June 14,
2016 (24 weeks) |
|
June 16,
2015 (24 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Same Store Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|
|||||||
Dues
|
|
$
|
184,420
|
|
|
$
|
177,406
|
|
|
$
|
7,014
|
|
|
4.0
|
%
|
Food and Beverage
|
|
83,118
|
|
|
80,482
|
|
|
$
|
2,636
|
|
|
3.3
|
%
|
||
Golf Operations
|
|
78,771
|
|
|
78,731
|
|
|
$
|
40
|
|
|
0.1
|
%
|
||
Other
|
|
25,967
|
|
|
26,452
|
|
|
$
|
(485
|
)
|
|
(1.8
|
)%
|
||
Revenue
|
|
$
|
372,276
|
|
|
$
|
363,071
|
|
|
$
|
9,205
|
|
|
2.5
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
258,443
|
|
|
$
|
256,740
|
|
|
$
|
1,703
|
|
|
0.7
|
%
|
Adjusted EBITDA
|
|
$
|
113,833
|
|
|
$
|
106,331
|
|
|
$
|
7,502
|
|
|
7.1
|
%
|
Adjusted EBITDA Margin
|
|
30.6
|
%
|
|
29.3
|
%
|
|
130 bps
|
|
4.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
New or Acquired Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
20,378
|
|
|
$
|
8,963
|
|
|
$
|
11,415
|
|
|
NM
|
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
17,950
|
|
|
$
|
8,767
|
|
|
$
|
9,183
|
|
|
NM
|
|
Adjusted EBITDA
|
|
$
|
2,428
|
|
|
$
|
196
|
|
|
$
|
2,232
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Golf and Country Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
392,654
|
|
|
$
|
372,034
|
|
|
$
|
20,620
|
|
|
5.5
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
276,393
|
|
|
$
|
265,507
|
|
|
$
|
10,886
|
|
|
4.1
|
%
|
Adjusted EBITDA
|
|
$
|
116,261
|
|
|
$
|
106,527
|
|
|
$
|
9,734
|
|
|
9.1
|
%
|
Adjusted EBITDA Margin
|
|
29.6
|
%
|
|
28.6
|
%
|
|
100 bps
|
|
3.5
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Total memberships, excluding managed club memberships
|
|
120,459
|
|
|
118,030
|
|
|
2,429
|
|
|
2.1
|
%
|
|
|
Twenty-Four Weeks Ended
|
|
|
|
|
|||||||||
Business, Sports and Alumni Club Segment
|
|
June 14,
2016 (24 weeks) |
|
June 16,
2015 (24 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Same Store Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|
|||||||
Dues
|
|
$
|
38,341
|
|
|
$
|
37,230
|
|
|
$
|
1,111
|
|
|
3.0
|
%
|
Food and Beverage
|
|
43,916
|
|
|
43,246
|
|
|
670
|
|
|
1.5
|
%
|
|||
Other
|
|
5,534
|
|
|
5,582
|
|
|
(48
|
)
|
|
(0.9
|
)%
|
|||
Revenue
|
|
$
|
87,791
|
|
|
$
|
86,058
|
|
|
$
|
1,733
|
|
|
2.0
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
69,968
|
|
|
$
|
69,337
|
|
|
$
|
631
|
|
|
0.9
|
%
|
Adjusted EBITDA
|
|
$
|
17,823
|
|
|
$
|
16,721
|
|
|
$
|
1,102
|
|
|
6.6
|
%
|
Adjusted EBITDA Margin
|
|
20.3
|
%
|
|
19.4
|
%
|
|
90 bps
|
|
4.6
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
New or Acquired Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
63
|
|
|
NM
|
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
14
|
|
|
$
|
18
|
|
|
$
|
(4
|
)
|
|
NM
|
|
Adjusted EBITDA
|
|
$
|
49
|
|
|
$
|
(18
|
)
|
|
$
|
67
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Business, Sports and Alumni Clubs
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
87,854
|
|
|
$
|
86,058
|
|
|
$
|
1,796
|
|
|
2.1
|
%
|
Club operating costs and expenses exclusive of depreciation
|
|
$
|
69,982
|
|
|
$
|
69,355
|
|
|
$
|
627
|
|
|
0.9
|
%
|
Adjusted EBITDA
|
|
$
|
17,872
|
|
|
$
|
16,703
|
|
|
$
|
1,169
|
|
|
7.0
|
%
|
Adjusted EBITDA Margin
|
|
20.3
|
%
|
|
19.4
|
%
|
|
90 bps
|
|
4.6
|
%
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Total memberships, excluding managed club memberships
|
|
54,971
|
|
|
55,741
|
|
|
(770
|
)
|
|
(1.4
|
)%
|
|
|
Twenty-Four Weeks Ended
|
|
|
|
|
|||||||||
Other
|
|
June 14,
2016 (24 weeks) |
|
June 16,
2015 (24 weeks) |
|
Change
|
|
%
Change |
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Adjusted EBITDA
|
|
$
|
(28,809
|
)
|
|
$
|
(24,262
|
)
|
|
$
|
(4,547
|
)
|
|
(18.7
|
)%
|
|
Four Quarters Ended
|
||
|
June 14, 2016
|
||
|
(dollars in thousands)
|
||
Pro Forma Adjusted EBITDA (1)
|
$
|
240,581
|
|
Pro Forma Consolidated Total Debt (2)
|
1,060,172
|
|
|
Pro Forma Consolidated Senior Secured Debt (2)
|
710,172
|
|
|
|
|
||
Total Leverage Ratio
|
4.41
|
x
|
|
Senior Secured Leverage Ratio
|
2.95
|
x
|
(1)
|
The following table presents a reconciliation of Adjusted EBITDA to Pro Forma Adjusted EBITDA for the four quarters ended
June 14, 2016
:
|
|
Four Quarters Ended
|
||
|
June 14, 2016
|
||
|
(in thousands)
|
||
Adjusted EBITDA (a)
|
$
|
239,849
|
|
Pro forma adjustment - acquisitions (b)
|
732
|
|
|
Pro Forma Adjusted EBITDA
|
$
|
240,581
|
|
(a)
|
See Note
12
of our consolidated condensed financial statements included elsewhere herein for the definition of Adjusted EBITDA and “Basis of Presentation—EBITDA and Adjusted EBITDA” for a reconciliation of net income (loss) to Adjusted EBITDA.
|
(b)
|
The pro forma adjustment gives effect to all acquisitions in the four quarters ended
June 14, 2016
as though they had been consummated on the first day of the
third
quarter of fiscal year
2015
.
|
(2)
|
The reconciliation of total debt to Pro Forma Consolidated Total Debt and Pro Forma Consolidated Senior Secured Debt is as follows:
|
|
As of June 14, 2016
|
||
|
(in thousands)
|
||
Total debt (excluding loan discount and loan origination fees)
|
$
|
1,118,985
|
|
Outstanding letters of credit
|
30,046
|
|
|
Uncollateralized surety bonds
|
7,978
|
|
|
Less:
|
|
||
Notes payable related to Non-Core Development Entities
|
(11,837
|
)
|
|
Adjustment per credit agreement (a)
|
(85,000
|
)
|
|
Pro Forma Consolidated Total Debt
|
$
|
1,060,172
|
|
|
|
||
Unsecured 2015 Senior Notes (excluding loan origination fees)
|
(350,000
|
)
|
|
Pro Forma Consolidated Senior Secured Debt
|
$
|
710,172
|
|
(a)
|
Represents an adjustment reducing total debt by the lesser of Operations’ unrestricted cash or
$85.0 million
.
|
|
Twelve Weeks Ended
|
|
Twenty-Four Weeks Ended
|
||||
|
June 14, 2016
|
|
June 14, 2016
|
||||
|
(in thousands)
|
||||||
Interest expense related to:
|
|
|
|
||||
Interest related to funded debt (1)
|
$
|
14,174
|
|
|
$
|
28,338
|
|
Capital leases and other indebtedness (2)
|
268
|
|
|
666
|
|
||
Amortization of debt issuance costs and term loan discount
|
636
|
|
|
1,737
|
|
||
Notes payable related to certain Non-Core Development Entities
|
245
|
|
|
490
|
|
||
Accretion of discount on member deposits
|
4,615
|
|
|
9,127
|
|
||
Total Interest expense
|
$
|
19,938
|
|
|
$
|
40,358
|
|
(1)
|
Interest expense related to funded debt includes interest on the facilities and borrowings under the Secured Credit Facilities, the 2015 Senior Notes, 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.
|
|
|
(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
|
||||||
March 23, 2016 - April 19, 2016
|
|
14,683
|
|
|
$
|
12.16
|
|
|
14,683
|
|
|
$
|
49,821,459
|
|
April 20, 2016 - May 17, 2016
|
|
8,221
|
|
|
12.16
|
|
|
8,221
|
|
|
$
|
49,721,488
|
|
|
May 18, 2016 - June 14, 2016
|
|
81,421
|
|
|
$
|
11.75
|
|
|
81,421
|
|
|
$
|
48,764,517
|
|
Total
|
|
104,325
|
|
|
|
|
104,325
|
|
|
|
(1)
|
Represents shares purchased under the share repurchase plan.
|
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)
|
10.5
|
|
†
|
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)
|
11
|
|
|
Statement of Computation of Per Share Earnings (Included in Part I, Item 2: “Financial Statements” of this quarterly report on Form 10-Q.)
|
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 quarterly report on Form 10-Q for the quarter ended June 14, 2016 formatted in eXtensible Business Reporting Language: (i) Consolidated condensed statements of operations for the twelve and twenty-four weeks ended June 14, 2016 and June 16, 2015; (ii) Consolidated condensed statements of comprehensive loss for the twelve and twenty-four weeks ended June 14, 2016 and June 16, 2015; (iii) Consolidated condensed balance sheets as of June 14, 2016 and December 29, 2015; (iv) Consolidated condensed statements of cash flows for the twenty-four weeks ended June 14, 2016 and June 16, 2015; (v) Consolidated condensed statements of changes in equity for the twenty-four weeks ended June 14, 2016 and June 16, 2015 and (vi) Notes to the consolidated condensed 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:
|
July 14, 2016
|
|
/s/ Curtis D. McClellan
|
|
|
|
Curtis D. McClellan
|
|
|
|
Chief Financial Officer and Treasurer (Principal Financial Officer)
|
Date:
|
July 14, 2016
|
|
/s/ Todd M. Dupuis
|
|
|
|
Todd M. Dupuis
|
|
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
1 Year CLUBCORP HOLDINGS, INC. Chart |
1 Month CLUBCORP HOLDINGS, INC. Chart |
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