SOURCE: ClubCorp Holdings Inc.

ClubCorp Holdings Inc.

October 13, 2016 07:00 ET

ClubCorp Reports Tenth Consecutive Quarter of Growth, Narrows Full Year Outlook, and Initiates Strategy to Reduce Leverage

DALLAS, TX--(Marketwired - October 13, 2016) -

  • Third quarter revenue was $259.3 million, up 1.6% due to increases in dues and food & beverage revenue
  • Third quarter net income was $1.2 million
  • Third quarter adjusted EBITDA was $59.0 million, up 7.5%

ClubCorp -- The World Leader in Private Clubs® (NYSE: MYCC) -- announces financial results for its fiscal-year 2016 third quarter ended September 6, 2016. The third quarter of fiscal 2016 and fiscal 2015 consisted of 12 weeks. Year-to-date results of fiscal 2016 and fiscal 2015 consisted of 36 weeks. All growth percentages refer to year-over-year progress.

Third Quarter Results:

  • Revenue increased $4.0 million, or 1.6%, to $259.3 million for the third quarter of 2016.
  • Net Income was flat to prior at $1.2 million.
  • Adjusted EBITDA(1) increased $4.1 million to $59.0 million, up 7.5%, largely from increased revenue and from effectively managing and controlling variable operating expenses.
  • Same Store Clubs(2) revenue was up $1.1 million, up 0.5% to $242.1 million, driven by increases in dues revenue up 2.6% and a la carte and private events food & beverage revenue up 0.5%. This result was offset by golf operations revenue down (3.0)% impacted by lower rounds played.
  • Same-store adjusted EBITDA grew $1.7 million, up 2.7% to $65.0 million, due to increased revenue and favorable operating expenses as a percentage of revenue. Same-store Adjusted EBITDA margin increased 50 bps to 26.8%.
  • New or Acquired Clubs.(2) New clubs opened or acquired in 2015 and 2016 contributed revenue of $13.7 million and adjusted EBITDA of $1.8 million.

FY16 Year-to-date Results:

  • Revenue increased $22.0 million, or 3.1%, to $743.2 million for the first three quarters of the year.
  • Net Loss narrowed by $1.9 million, or 58.3%, to $(1.4) million.
  • Adjusted EBITDA(1) increased $10.5 million to $164.3 million, up 6.8%, driven by higher revenue and improved margin performance across both same-store and new and recently acquired clubs.
  • Same Store Clubs revenue was up $12.1 million, up 1.7% to $702.1 million, driven by increases in dues revenue up 3.4% and food & beverage revenue up 1.9%, offset by golf operations revenue down (1.1)%.
  • Same-store adjusted EBITDA grew $10.3 million, up 5.5% to $196.6 million, due to increased revenue and favorable operating expenses as a percentage of revenue. Same-store Adjusted EBITDA margin increased 100 bps to 28.0%.
  • New or Acquired Clubs.(2) New clubs opened or acquired in 2015 and 2016 contributed revenue of $34.2 million and adjusted EBITDA of $4.2 million.
 
2016 Third Quarter and Year to Date Summary:
(Unaudited financial information)
 
   Third quarter ended       Year to date ended      
(In thousands, except for membership data)  September 6,
2016
(12 weeks)
  September 8,
2015
(12 weeks)
  %
Change
  September 6,
2016
(36 weeks)
  September 8,
2015
(36 weeks)
  %
Change
 
                              
Total Revenue  $259,332   $255,360   1.6 % $743,179   $721,179   3.1 %
                              
Net income (loss)  $1,182   $1,185   (0.3 )% $(1,381 ) $(3,314 ) 58.3 %
                              
 Golf and Country Clubs Adjusted EBITDA  $59,949   $58,172   3.1 % $176,164   $164,651   7.0 %
 Business, Sports and Alumni Clubs Adjusted EBITDA  $6,790   $5,954   14.0 % $24,662   $22,657   8.8 %
 Corporate expenses and other operations(3)  $(7,733 ) $(9,213 ) 16.1 % $(36,542 ) $(33,475 ) (9.2 )%
Adjusted EBITDA(1)  $59,006   $54,913   7.5 % $164,284   $153,833   6.8 %
                              
Total memberships, excluding managed club memberships             176,765   174,585  1.2%
                       

Quotes:

  • Eric Affeldt, chief executive officer: "We delivered our tenth quarter of consecutive revenue and adjusted EBITDA growth. Since going public we have grown revenue and adjusted EBITDA by over 30% by implementing a successful three pronged strategy focused on organic growth, reinvention and acquisitions. Part of this strategy anticipated reinvention of clubs we acquired in 2014 and 2015. Much of this planned investment is now complete. As a result, the Company is now prepared to de-lever its balance sheet below 4.0x. We plan to de-lever our balance sheet by continuing to grow adjusted EBITDA, reducing capital spend, including fewer planned same-store reinventions in 2017, and using excess cash to pay down debt."
  • Mark Burnett, president and chief operating officer: "We delivered another quarter of adjusted EBITDA growth benefiting from improved performance at recently reinvented and acquired clubs. The Sequoia portfolio continues to perform very well and our results there are meeting our underwriting expectations. We are pleased by the early member response and increased member activity at these clubs. Likewise, our O.N.E. offering continues to appeal to our members with approximately 54% of our memberships now enrolled in our O.N.E. offering."
  • Curt McClellan, chief financial officer: "Year-to-date consolidated same-store adjusted EBITDA has grown 5.5% and adjusted EBITDA margins have improved 100 bps to 28%. Nevertheless, same-store revenue in the third quarter was slower than we anticipated driven by weather related issues affecting golf playability and negatively impacting rounds played and a la carte food and beverage spend at multiple clubs. Based on our performance year-to-date, we are narrowing our full-year fiscal 2016 outlook accordingly. Our leverage is currently 4.4x and we are initiating a strategy to de-lever the Company below 4x over the next 12-18 months. We will continue to pursue value enhancing acquisitions including individually-owned and member-owned clubs, yet we do not anticipate any near term levering event for the Company. Additionally, we have actively taken steps towards this objective by lowering future interest expense by refinancing certain of our mortgage debt and repricing our term loan facility this quarter."

Segment Highlights:

Golf and country clubs (GCC):

  • Third quarter, GCC revenue was up $4.9 million to $215.5 million, up 2.3%.
  • Third quarter, GCC adjusted EBITDA increased $1.8 million to $59.9 million, up 3.1%, and GCC adjusted EBITDA margin increased 20 basis points to 27.8%.
  • Third quarter, GCC same-store revenue increased $1.0 million, up 0.5%. Dues revenue was up 3.0% and food & beverage revenue increased 0.3%, offset by golf operations revenue that declined (3.0)%, driven by fewer rounds played due to continued post-flood remediation of Houston clubs and adverse weather impacts in certain areas.
  • Third quarter, GCC same-store adjusted EBITDA increased $0.9 million, up 1.6%, due largely to favorable operating expenses and improved variable payroll expenses as a percentage of revenue.
  • Third quarter, GCC same-store adjusted EBITDA margin improved 30 basis points to 28.8%.
  • Clubs acquired in 2015 and 2016 contributed third quarter, GCC revenue of $13.7 million and GCC adjusted EBITDA of $1.7 million.

Business, sports and alumni clubs (BSA):

  • Third quarter, BSA revenue was up $0.2 million to $40.3 million, up 0.5% driven by increases in dues revenue and food & beverage revenue.
  • Third quarter, BSA adjusted EBITDA increased $0.8 million to $6.8 million, up 14.0% largely due to a decline in variable payroll expenses as a percentage of revenue and a decrease in rent expense. BSA same-store adjusted EBITDA margin improved 200 basis points to 16.8%.

Other Data:

  • O.N.E. and Other Upgrades. As of September 6, 2016, approximately 54% of our memberships were enrolled in O.N.E. or similar upgrade programs, as compared to approximately 50% of our memberships that were enrolled in similar upgrade programs as of December 29, 2015. As of September 6, 2016, the Company offered O.N.E. at 154 clubs.
  • Reinvention. In total, for 2016, the Company expects ROI expansion capital to be approximately $44 million. Of this amount, ClubCorp plans to invest approximately $21 million on 9 same-store clubs and approximately $23 million on recently acquired clubs.
  • Acquisitions. As of September 6, 2016, ClubCorp has acquired three clubs: Heritage Golf and Country Club in Columbus, Ohio; Marsh Creek Country Club in St. Augustine, Florida and Santa Rosa Country Club in Santa Rosa, California and has entered a management agreement to operate the Country Club of Columbus in Columbus, Georgia. As of September 6, 2016, ClubCorp owns or operates 160 golf and country clubs representing approximately 200 18-hole equivalents, of which nine are managed clubs. Additionally, the Company owns or operates 48 business, sports and alumni clubs, of which three are managed clubs.
  • Membership. Membership totals exclude membership count from managed clubs. As of September 6, 2016, total memberships increased 2,180 to 176,765, up 1.2%, over memberships at September 8, 2015. Total golf and country club memberships increased 2.9%, while total business, sports and alumni club memberships declined 2.2%.
  • Capital Structure. At the end of the third quarter, the Company had $92.1 million in cash and cash equivalents and total liquidity of approximately $237 million. Additionally, the Company completed the refinance of $37 million in mortgage debt with a new rate of LIBOR + 290, with 0.25% LIBOR floor, and subsequent to quarter-end, completed the repricing of its $675 million term loan with a new rate of LIBOR + 300, with 1% LIBOR floor. Combined, both actions are expected to save the Company approximately $2.5 million in annual cash interest expense.

Company Outlook:
The following guidance is based on current management expectations. All financial guidance amounts are estimates and subject to change, including as a result of matters discussed under the "Forward-Looking Statements" cautionary language which follows, and the Company undertakes no duty to update its guidance. For fiscal year 2016, the Company is reducing its revenue outlook and narrowing its adjusted EBIDTA outlook. The Company reduces its anticipated revenue to a range of $1,080 million to $1,090 million and narrows its anticipated adjusted EBITDA to a range of $245 million to $249 million, while maintaining the midpoint at $247 million. This outlook implies year-over-year revenue growth of approximately 2.5 to 3.5 percent, and adjusted EBITDA growth of approximately 5.0 to 6.5 percent.

About ClubCorp Holdings:
Since its founding in 1957, Dallas-based ClubCorp has operated with the central purpose of Building Relationships and Enriching Lives®. ClubCorp is a leading owner-operator of private golf and country clubs and private business clubs in North America. ClubCorp owns or operates a portfolio of over 200 golf and country clubs, business clubs, sports clubs, and alumni clubs in 26 states, the District of Columbia and two foreign countries that serve over 430,000 members, with approximately 20,000 peak-season employees. ClubCorp Holdings, Inc. is a publicly traded company on the New York Stock Exchange (NYSE: MYCC). ClubCorp properties include: Firestone Country Club (Akron, Ohio); Mission Hills Country Club (Rancho Mirage, California); The Woodlands Country Club (The Woodlands, Texas); Capital Club Beijing; and Metropolitan Club Chicago. You can find ClubCorp on Facebook at facebook.com/clubcorp and on Twitter at @ClubCorp.

Conference Call:
The Company's earnings presentation is available at ir.clubcorp.com. The Company will hold a conference call on Thursday, October 13, 2016 at 10:00 a.m. CDT (11:00 a.m. EDT) to discuss its third quarter 2016 financial results. The conference call will be broadcast live and can be accessed via the Company's website at ir.clubcorp.com. To participate in the teleconference, please call in a few minutes before the start time: (877) 201-0168 for U.S. callers and (647) 788-4901 for international callers and reference the ClubCorp third quarter conference call (confirmation code 92231392) when prompted. For those unable to participate in the live call, a replay of the call will be available at ir.clubcorp.com.

Statement Regarding Non-GAAP Financial Measures
EBITDA is defined as net income before interest expense, income taxes, interest and investment income, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus or minus impairments, gain or loss on disposition and acquisition of assets, losses from discontinued operations, loss on extinguishment of debt, non-cash and other adjustments, equity-based compensation expense and a deferred revenue adjustment. The deferred revenue adjustment to revenues and Adjusted EBITDA within each segment represents estimated deferred revenue 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. Adjusted EBITDA is based on the definition of Consolidated EBITDA as defined in the credit agreement governing the Secured Credit Facilities and may not be comparable to similarly titled measures reported by other companies.

Adjusted EBITDA is not determined in accordance with GAAP and should not be considered in isolation, more meaningful than or as a substitute for a measure of performance or liquidity prepared in accordance with GAAP and is not indicative of net income or loss or operating cash flows as determined under GAAP. Non-GAAP financial measures have limitations that should be considered before used as measures to evaluate the Company's financial performance or liquidity. Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other companies due to varying methods of calculation.

The financial statement tables that accompany this press release include a reconciliation of historical non-GAAP financial measures to the applicable and most comparable GAAP financial measures. The Company has not reconciled Adjusted EBITDA guidance included in this press release to the most directly comparable GAAP measure because this cannot be done without unreasonable effort due to the high variability, complexity and low visibility with respect to impairments and disposition of assets, income taxes and centralization and transformation costs which are excluded from Adjusted EBITDA. We expect the variability of these charges to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.

Special Note on Forward-Looking Statements
In addition to historical information, this press release contains statements relating to future results (including certain projections and business trends) that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. These forward-looking statements can be identified by the fact that they do not relate strictly to current or historical facts and often include words such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology in this press release and any attachment to identify forward-looking statements. All statements, other than statements of historical facts included in this press release, including statements concerning plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position and business outlook, earnings guidance, business trends and other information are forward-looking statements. The forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond management's control. All expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this press release, including among others: various factors beyond management's control adversely affecting discretionary spending, membership count and facility usage and other risks, uncertainties and factors set forth in the sections entitled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2015.

Although the Company believes that these statements are based upon reasonable assumptions, it cannot guarantee future results and readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date of this press release. There can be no assurance that (i) the Company has correctly measured or identified all of the factors affecting its business or the extent of these factors' likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) the Company's strategy, which is based in part on this analysis, will be successful. Except as required by law, the Company undertakes no obligation to update or revise forward-looking statements to reflect new information or events or circumstances that occur after the date of this press release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company's filings with the SEC (which are available from the SEC's EDGAR database at www.sec.gov and via the Company's website at ir.clubcorp.com/SEC).

Statement Regarding Definitions and Financial Measures
The definitions and basis of presentation for financial measures used in this press release, including EBITDA, Adjusted EBITDA and same-store measures, are discussed more fully in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2015, as amended by the Form 10-K/A filed on March 30, 2016, and the Company's Quarterly Report on Form 10-Q for the period ended September 6, 2016. This press release should be read in conjunction with such Annual Report and Quarterly Report.

 
Notes:
 
(1)Adjusted EBITDA is not calculated in accordance with accounting principles generally accepted in the U.S. ("GAAP"). See the "Statement Regarding Non-GAAP Financial Measures" section of this press release for the definition of Adjusted EBITDA and the reconciliation later in this press release to the most comparable financial measure calculated in accordance with GAAP.
(2)Clubs are considered same store once they have been fully operational for one fiscal year. Newly acquired or opened clubs, clubs added under management agreements and divested clubs are not classified as same store. Once a club has been divested, it is removed from the same store classification for all periods presented. New or Acquired Clubs include those clubs that the Company is currently operating as of September 6, 2016, that were opened, acquired or added under management agreements in the thirty-six weeks ended September 6, 2016 and the fiscal year ended December 29, 2015 consisting of: Ravinia Green Country Club, Rolling Green Country Club, Bermuda Run Country Club, Brookfield Country Club, Firethorne Country Club, Temple Hills Country Club, Ford's Colony Country Club, Bernardo Heights Country Club, Santa Rosa Golf and Beach Club, Marsh Creek Country Club and Santa Rosa Golf and Country Club, Country Club of Columbus, Heritage Golf Club and West Lake Mansion at Meilu Legend Hotel.
(3)Consists of other business activities including ancillary revenues related to alliance arrangements, a portion of the revenue associated with upgrade offerings, reimbursements for certain costs of operations at managed clubs, corporate overhead expenses and shared services.
  

(Financial Tables Follow)

 
CLUBCORP HOLDINGS, INC.
SELECTED FINANCIAL DATA -- GOLF AND COUNTRY CLUBS (GCC)
(In thousands, except for memberships and percentages)
(Unaudited financial information)
 
   Third quarter ended       Year to date ended      
GCC  September 6,
2016
(12 weeks)
  September 8,
2015
(12 weeks)
  %
Change
(1)
  September 6,
2016
(36 weeks)
  September 8,
2015
(36 weeks)
  %
Change
(1)
 
                          
Same Store Clubs (2)                         
 Revenue                         
  Dues  $94,709   $91,948   3.0 % $279,129   $269,354   3.6 %
  Food and Beverage   44,164    44,024   0.3 %  127,282    124,506   2.2 %
  Golf Operations   47,642    49,105   (3.0 )%  126,413    127,836   (1.1 )%
  Other   15,294    15,743   (2.9 )%  41,205    42,147   (2.2 )%
Revenue  $201,809   $200,820   0.5 % $574,029   $563,843   1.8 %
Club operating costs and expenses exclusive of depreciation  $143,600   $143,506   0.1 % $402,033   $400,246   0.4 %
Adjusted EBITDA  $58,209   $57,314   1.6 % $171,996   $163,597   5.1 %
Adjusted EBITDA Margin   28.8 %  28.5 % 30 bps    30.0 %  29.0 % 100 bps  
                              
New or Acquired Clubs (2)                             
Revenue  $13,671   $9,804   NM   $34,049   $18,767   NM  
Club operating costs and expenses exclusive of depreciation  $11,931   $8,946   NM   $29,881   $17,713   NM  
Adjusted EBITDA  $1,740   $858   NM   $4,168   $1,054   NM  
                              
Total Golf and Country Clubs                             
 Revenue  $215,480   $210,624   2.3 % $608,078   $582,610   4.4 %
 Club operating costs and expenses exclusive of depreciation  $155,531   $152,452   2.0 % $431,914   $417,959   3.3 %
 Adjusted EBITDA  $59,949   $58,172   3.1 % $176,164   $164,651   7.0 %
 Adjusted EBITDA Margin   27.8 %  27.6 % 20 bps    29.0 %  28.3 % 70 bps  
                              
Total memberships, excluding managed club memberships                 121,906    118,496   2.9 %
  
(1)Percentage changes that are not meaningful are denoted by "NM."
  
(2)Clubs are considered same store once they have been fully operational for one fiscal year. Newly acquired or opened clubs, clubs added under management agreements and divested clubs are not classified as same store. Once a club has been divested, it is removed from the same store classification for all periods presented. New or Acquired Clubs include those clubs that the Company is currently operating as of September 6, 2016, that were acquired, opened or added under management agreements during the thirty-six weeks ended September 6, 2016 and the fiscal year ended December 29, 2015 consisting of: Ravinia Green Country Club, Rolling Green Country Club, Bermuda Run Country Club, Brookfield Country Club, Firethorne Country Club, Temple Hills Country Club, Ford's Colony Country Club, Bernardo Heights Country Club, Santa Rosa Golf and Beach Club, Marsh Creek Country Club, Santa Rosa Golf and Country Club, Country Club of Columbus and Heritage Golf Club.
  
 
CLUBCORP HOLDINGS, INC.
SELECTED FINANCIAL DATA -- BUSINESS, SPORTS AND ALUMNI CLUBS (BSA)
(In thousands, except for memberships and percentages)
(Unaudited financial information)
 
   Third quarter ended       Year to date ended      
BSA  September 6,
2016
(12 weeks)
  September 8,
2015
(12 weeks)
  %
Change
(1)
  September 6,
2016
(36 weeks)
  September 8,
2015
(36 weeks)
  %
Change
(1)
 
                              
Same Store Clubs(2)                             
 Revenue                             
  Dues  $18,882   $18,730   0.8 % $57,223   $55,960   2.3 %
  Food and Beverage   18,736    18,583   0.8 %  62,652    61,829   1.3 %
  Other   2,691    2,843   (5.3 )%  8,225    8,425   (2.4 )%
Revenue  $40,309   $40,156   0.4 % $128,100   $126,214   1.5 %
Club operating costs and expenses exclusive of depreciation  $33,551   $34,197   (1.9 )% $103,519   $103,534   - %
Adjusted EBITDA  $6,758   $5,959   13.4 % $24,581   $22,680   8.4 %
Adjusted EBITDA Margin   16.8 %  14.8 % 200 bps    19.2 %  18.0 % 120 bps  
                              
New or Acquired Clubs(2)                             
Revenue  $38   $-   NM   $101   $-   NM  
Club operating costs and expenses exclusive of depreciation  $6   $5   NM   $20   $23   NM  
Adjusted EBITDA  $32   $(5 ) NM   $81   $(23 ) NM  
                              
Total Business, Sports and Alumni Clubs                             
 Revenue  $40,347   $40,156   0.5 % $128,201   $126,214   1.6 %
 Club operating costs and expenses exclusive of depreciation  $33,557   $34,202   (1.9 )% $103,539   $103,557   - %
 Adjusted EBITDA  $6,790   $5,954   14.0 % $24,662   $22,657   8.8 %
 Adjusted EBITDA Margin   16.8 %  14.8 % 200 bps    19.2 %  18.0 % 120 bps  
                              
Total memberships, excluding managed club memberships               54,859    56,089   (2.2 )%
  
(1)Percentage changes that are not meaningful are denoted by "NM."
  
(2)Clubs are considered same store once they have been fully operational for one fiscal year. Newly acquired or opened clubs, clubs added under management agreements and divested clubs are not classified as same store. Once a club has been divested, it is removed from the same store classification for all periods presented. New or Acquired Clubs include those clubs that the Company is currently operating as of September 6, 2016, that were opened or added under management agreements during the thirty-six weeks ended September 6, 2016 and the fiscal year ended December 29, 2015 consisting of West Lake Mansion at Meilu Legend Hotel.
  
 
CLUBCORP HOLDINGS, INC.
RECONCILIATION OF NON-GAAP MEASURES TO CLOSEST GAAP MEASURES
(In thousands)
(Unaudited financial information)
 
   Third quarter ended   Year to date ended   Four Quarters Ended  
   September 6,
2016
(12 weeks)
  September 8,
2015
(12 weeks)
  September 6,
2016
(36 weeks)
  September 8,
2015
(36 weeks)
  September 6,
2016
(52 weeks)
 
Net income (loss)  $1,182   $1,185   $(1,381 ) $(3,314 ) $(7,640 )
 Interest expense   20,172    16,170    60,530    48,587    82,615  
 Income tax expense (benefit)   1,583    2,018    124    (187 )  1,940  
 Interest and investment income   (161 )  (2,139 )  (414 )  (3,816 )  (2,115 )
 Depreciation and amortization   25,169    24,562    73,738    71,616    106,066  
EBITDA  $47,945   $41,796   $132,597   $112,886   $180,866  
 Impairments and disposition of assets (1)   2,869    4,631    9,024    15,423    18,147  
 (Income) loss from divested clubs (2)   (36 )  (18 )  476    54    508  
 Loss on extinguishment of debt (3)   -    -    -    -    2,599  
 Non-cash adjustments (4)   272    463    (107 )  1,389    512  
 Acquisition related costs (5)   156    838    1,099    3,697    2,367  
 Capital structure costs (6)   100    500    1,050    1,851    9,246  
 Centralization and transformation costs (7)   2,648    1,487    7,127    4,790    10,832  
 Other adjustments (8)   1,960    2,337    4,231    5,089    6,541  
 Equity-based compensation expense (9)   1,880    1,295    4,877    3,510    6,337  
 Deferred revenue adjustment (10)   1,212    1,584    3,910    5,144    5,877  
Adjusted EBITDA  $59,006   $54,913   $164,284   $153,833   $243,832  
                     
              
   Third quarter ended   Year to date ended   Four Quarters Ended  
   September 6,
2016
(12 weeks)
  September 8,
2015
(12 weeks)
  September 6,
2016
(36 weeks)
  September 8,
2015
(36 weeks)
  September 6,
2016
(52 weeks)
 
Net cash provided by operating activities  $27,635   $36,617   $97,871   $98,614   $151,527  
 Interest expense   20,172    16,170    60,530    48,587    82,615  
 Income tax expense (benefit)   1,583    2,018    124    (187 )  1,940  
 Interest and investment income   (161 )  (2,139 )  (414 )  (3,816 )  (2,115 )
 (Income) loss from divested clubs (2)   (36 )  (18 )  476    54    508  
 Loss on extinguishment of debt (3)   -    -    -    -    2,599  
 Non-cash adjustments (4)   272    463    (107 )  1,389    512  
 Acquisition related costs (5)   156    838    1,099    3,697    2,367  
 Capital structure costs (6)   100    500    1,050    1,851    9,246  
 Centralization and transformation costs (7)   2,648    1,487    7,127    4,790    10,832  
 Other adjustments (8)   1,960    2,337    4,231    5,089    6,541  
 Deferred revenue adjustment (10)   1,212    1,584    3,910    5,144    5,877  
 Certain adjustments to reconcile net income to operating cash flows (11)   3,465    (4,944 )  (11,613 )  (11,379 )  (28,617 )
Adjusted EBITDA  $59,006   $54,913   $164,284   $153,833   $243,832  
                     
          
   Third quarter ended   Year to date ended   Four Quarters Ended  
   September 6,
2016
(12 weeks)
  September 8,
2015
(12 weeks)
  September 6,
2016
(36 weeks)
  September 8,
2015
(36 weeks)
  September 6,
2016
(52 weeks)
 
Golf and Country Clubs Adjusted EBITDA  $59,949   $58,172   $176,164   $164,651   $257,361  
Business, Sports and Alumni Clubs Adjusted EBITDA   6,790    5,954    24,662    22,657    41,628  
 Interest expense   (20,172 )  (16,170 )  (60,530 )  (48,587 )  (82,615 )
 Interest and investment income   161    2,139    414    3,816    2,115  
 Depreciation and amortization   (25,169 )  (24,562 )  (73,738 )  (71,616 )  (106,066 )
 Impairments and disposition of assets (1)   (2,869 )  (4,631 )  (9,024 )  (15,423 )  (18,147 )
 (Income) loss from divested clubs (2)   36    18    (476 )  (54 )  (508 )
 Loss on extinguishment of debt (3)   -    -    -    -    (2,599 )
 Non-cash adjustments (4)   (272 )  (463 )  107    (1,389 )  (512 )
 Acquisition related costs (5)   (156 )  (838 )  (1,099 )  (3,697 )  (2,367 )
 Capital structure costs (6)   (100 )  (500 )  (1,050 )  (1,851 )  (9,246 )
 Centralization and transformation costs (7)   (2,648 )  (1,487 )  (7,127 )  (4,790 )  (10,832 )
 Other adjustments (8)   (1,960 )  (2,337 )  (4,231 )  (5,089 )  (6,541 )
 Equity-based compensation expense (9)   (1,880 )  (1,295 )  (4,877 )  (3,510 )  (6,337 )
 Deferred revenue adjustment (10)   (1,212 )  (1,584 )  (3,910 )  (5,144 )  (5,877 )
 Corporate expenses and other operations (12)   (7,733 )  (9,213 )  (36,542 )  (33,475 )  (55,157 )
Income (loss) before income taxes  $2,765   $3,203   $(1,257 ) $(3,501 ) $(5,700 )
                     
 
The following footnotes relate to the three preceding tables.
 
(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 loss or income 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 Capital Partners, LLC ("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.
  
(11)Includes the following adjustments to reconcile net loss to net cash provided by operating activities from our Unaudited Consolidated Condensed 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.
  
(12)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.
  
 
CLUBCORP HOLDINGS, INC.
SUMMARIZED FINANCIAL INFORMATION BY SEGMENT
(In thousands)
(Unaudited financial information)
 
   Third quarter ended   Year to date ended  
   September 6,
2016
(12 weeks)
  September 8,
2015
(12 weeks)
  September 6,
2016
(36 weeks)
  September 8,
2015
(36 weeks)
 
Revenues                     
 Golf and Country Clubs (1)  $215,480   $210,624   $608,078   $582,610  
 Business, Sports and Alumni Clubs (1)   40,347    40,156    128,201    126,214  
 Other operations   6,218    5,087    15,058    13,141  
 Elimination of intersegment revenues and segment reporting adjustments   (2,959 )  (3,317 )  (9,127 )  (10,118 )
 Revenues relating to divested clubs (2)   246    2,810    969    9,332  
  Total consolidated revenues  $259,332   $255,360   $743,179   $721,179  
                      
Golf and Country Clubs Adjusted EBITDA  $59,949   $58,172   $176,164   $164,651  
Business, Sports and Alumni Clubs Adjusted EBITDA  $6,790   $5,954   $24,662   $22,657  
  
(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.
  
 
CLUBCORP HOLDINGS, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
For the Twelve and Thirty-Six Weeks Ended September 6, 2016 and September 8, 2015
(In thousands, except per share amounts)
(Unaudited financial information)
 
   Third quarter ended       Year to date ended      
   September 6,
2016
(12 weeks)
  September 8,
2015
(12 weeks)
  %
Change
  September 6,
2016
(36 weeks)
  September 8,
2015
(36 weeks)
  %
Change
 
REVENUES:                             
Club operations  $192,142   $189,705   1.3 % $542,034   $526,966   2.9 %
Food and beverage   66,397    65,102   2.0 %  198,194    191,785   3.3 %
Other revenues   793    553   43.4 %  2,951    2,428   21.5 %
 Total revenues   259,332    255,360   1.6 %  743,179    721,179   3.1 %
                              
DIRECT AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:                             
Club operating costs exclusive of depreciation   169,555    168,542   0.6 %  482,066    474,774   1.5 %
Cost of food and beverage sales exclusive of depreciation   23,478    23,191   1.2 %  67,816    65,317   3.8 %
Depreciation and amortization   25,169    24,562   2.5 %  73,738    71,616   3.0 %
Provision for doubtful accounts   1,303    1,373   (5.1 )%  2,387    1,876   27.2 %
Loss on disposals of assets   1,071    3,587   (70.1 )%  6,726    13,309   (49.5 )%
Impairment of assets   1,798    1,044   72.2 %  2,298    2,114   8.7 %
Equity in (earnings) loss from unconsolidated ventures   (1,193 )  479   (349.1 )%  (3,296 )  934   (452.9 )%
Selling, general and administrative   15,375    15,348   0.2 %  52,585    49,969   5.2 %
OPERATING INCOME   22,776    17,234   32.2 %  58,859    41,270   42.6 %
                              
Interest and investment income   161    2,139   (92.5 )%  414    3,816   (89.2 )%
Interest expense   (20,172 )  (16,170 ) (24.7 )%  (60,530 )  (48,587 ) (24.6 )%
INCOME (LOSS) BEFORE INCOME TAXES   2,765    3,203   (13.7 )%  (1,257 )  (3,501 ) 64.1 %
INCOME TAX (EXPENSE) BENEFIT   (1,583 )  (2,018 ) 21.6 %  (124 )  187   (166.3 )%
NET INCOME (LOSS)   1,182    1,185   (0.3 )%  (1,381 )  (3,314 ) 58.3 %
NET LOSS (INCOME)ATTRIBUTABLE TO NONCONTROLLING INTERESTS   6    67   (91.0 )%  (266 )  148   (279.7 )%
NET INCOME (LOSS) ATTRIBUTABLE TO CLUBCORP  $1,188   $1,252   (5.1 )% $(1,647 ) $(3,166 ) 48.0 %
                              
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC   64,530    64,621   (0.1 )%  64,507    64,350   0.2 %
WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED   64,656    64,903   (0.4 )%  64,507    64,350   0.2 %
                              
INCOME (LOSS) PER COMMON SHARE:                             
Net income (loss) attributable to ClubCorp, Basic  $0.02   $0.02   - % $(0.03 ) $(0.05 ) 40.0 %
Net income (loss) attributable to ClubCorp, Diluted  $0.02   $0.02   - % $(0.03 ) $(0.05 ) 40.0 %
                              
Cash dividends declared per common share  $-   $0.26   (100.0 )% $0.26   $0.39   (33.3 )%
                       
 
CLUBCORP HOLDINGS, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the Twelve and Thirty-Six Weeks Ended September 6, 2016 and September 8, 2015
(In thousands)
(Unaudited financial information)
 
   Third quarter ended       Year to date ended      
   September 6,
2016
(12 weeks)
  September 8,
2015
(12 weeks)
  %
Change
  September 6,
2016
(36 weeks)
  September 8,
2015
(36 weeks)
  %
Change
 
NET INCOME (LOSS)  $1,182   $1,185   (0.3 )% $(1,381 ) $(3,314 ) 58.3 %
Foreign currency translation   (325 )  (2,196 ) 85.2 %  (1,185 )  (3,463 ) 65.8 %
OTHER COMPREHENSIVE LOSS   (325 )  (2,196 ) 85.2 %  (1,185 )  (3,463 ) 65.8 %
COMPREHENSIVE INCOME (LOSS)   857    (1,011 ) 184.8 %  (2,566 )  (6,777 ) 62.1 %
COMPREHENSIVE LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS   6    67   (91.0 )%  (266 )  148   (279.7 )%
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLUBCORP  $863   $(944 ) 191.4 % $(2,832 ) $(6,629 ) 57.3 %
                       
 
CLUBCORP HOLDINGS, INC.
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
As of September 6, 2016 and December 29, 2015
(In thousands of dollars, except share and per share amounts)
(Unaudited financial information)
 
   September 6, 2016   December 29, 2015  
ASSETS           
CURRENT ASSETS:           
 Cash and cash equivalents  $92,087   $116,347  
 Receivables, net of allowances   109,198    68,671  
 Inventories   24,156    20,929  
 Prepaids and other assets   19,926    19,907  
  Total current assets   245,367    225,854  
Investments   1,839    3,005  
Property and equipment, net   1,555,100    1,534,520  
Notes receivable, net of allowances   7,888    7,448  
Goodwill   312,811    312,811  
Intangibles, net   29,733    31,252  
Other assets   15,980    16,634  
Long-term deferred tax asset   3,727    3,727  
TOTAL ASSETS  $2,172,445   $2,135,251  
            
LIABILITIES AND EQUITY           
CURRENT LIABILITIES:           
 Current maturities of long-term debt  $18,725   $20,414  
 Membership initiation deposits - current portion   164,880    152,996  
 Accounts payable   29,277    39,487  
 Accrued expenses   43,164    37,441  
 Accrued taxes   15,684    15,473  
 Other liabilities   98,907    69,192  
  Total current liabilities   370,637    335,003  
Long-term debt   1,090,735    1,079,320  
Membership initiation deposits   204,870    204,305  
Deferred tax liability, net   211,655    214,184  
Other liabilities   130,780    123,657  
 Total liabilities   2,008,677    1,956,469  
            
EQUITY           
Common stock, $0.01 par value, 200,000,000 shares authorized; 65,541,269 and 64,740,736 issued and outstanding at September 6, 2016 and December 29, 2015, respectively   655    647  
Additional paid-in capital   250,733    263,921  
Accumulated other comprehensive loss   (8,434 )  (7,249 )
Accumulated deficit   (87,484 )  (88,955 )
Treasury stock, at cost (129,445 shares at September 6, 2016)   (1,537 )  -  
  Total stockholders' equity   153,933    168,364  
Noncontrolling interests in consolidated subsidiaries and variable interest entities   9,835    10,418  
  Total equity   163,768    178,782  
TOTAL LIABILITIES AND EQUITY  $2,172,445   $2,135,251  
         
 
CLUBCORP HOLDINGS, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
For the Thirty-Six Weeks Ended September 6, 2016 and September 8, 2015
(In thousands of dollars)
(Unaudited financial information)
 
   Year to date ended  
   September 6,
2016
(36 weeks)
  September 8,
2015
(36 weeks)
 
CASH FLOWS FROM OPERATING ACTIVITIES:           
 Net loss  $(1,381 ) $(3,314 )
 Adjustments to reconcile net loss to cash flows from operating activities:           
  Depreciation   72,360    69,577  
  Amortization   1,378    2,040  
  Asset impairments   2,298    2,114  
  Bad debt expense   2,387    1,937  
  Equity in (earnings) loss from unconsolidated ventures   (3,296 )  934  
  Gain on investment in unconsolidated ventures   -    (3,507 )
  Distribution from investment in unconsolidated ventures   3,962    4,035  
  Loss on disposals of assets   6,726    13,309  
  Debt issuance costs and term loan discount   3,448    3,284  
  Accretion of discount on member deposits   13,863    14,063  
  Equity-based compensation   4,877    3,510  
  Net change in deferred tax assets and liabilities   (214 )  (4,738 )
  Net change in prepaid expenses and other assets   (3,700 )  (3,451 )
  Net change in receivables and membership notes   (34,071 )  (29,269 )
  Net change in accounts payable and accrued liabilities   (5,169 )  (1,967 )
  Net change in other current liabilities   36,267    34,555  
  Net change in other long-term liabilities   (1,864 )  (4,498 )
   Net cash provided by operating activities   97,871    98,614  
CASH FLOWS FROM INVESTING ACTIVITIES:           
  Purchase of property and equipment   (73,528 )  (76,110 )
  Acquisition of clubs   (9,793 )  (55,877 )
  Proceeds from dispositions   36    578  
  Proceeds from insurance   4,434    -  
  Net change in restricted cash and capital reserve funds   474    (63 )
   Net cash used in investing activities   (78,377 )  (131,472 )
CASH FLOWS FROM FINANCING ACTIVITIES:           
  Repayments of long-term debt   (49,343 )  (12,046 )
  Proceeds from new debt borrowings   37,000    -  
  Repayments of revolving credit facility borrowings   -    (10,000 )
  Proceeds from revolving credit facility borrowings   -    57,000  
  Debt issuance and modification costs   (2,295 )  (1,493 )
  Dividends to owners   (25,477 )  (25,183 )
  Repurchases of common stock   (1,537 )  -  
  Share repurchases for tax withholdings related to certain equity-based awards   (226 )  (1,443 )
  Distributions to noncontrolling interest   (849 )  (1,071 )
  Proceeds from new membership initiation deposits   115    520  
  Repayments of membership initiation deposits   (1,550 )  (1,078 )
   Net cash (used in) provided by financing activities   (44,162 )  5,206  
EFFECT OF EXCHANGE RATE CHANGES ON CASH   408    (262 )
NET DECREASE IN CASH AND CASH EQUIVALENTS   (24,260 )  (27,914 )
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   116,347    75,047  
CASH AND CASH EQUIVALENTS - END OF PERIOD  $92,087   $47,133  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:           
  Cash paid for interest  $33,530   $31,432  
  Cash paid for income taxes  $3,363   $4,515  
           

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Contact Information

  • Patty Jerde
    Communications Manager
    972-888-7790

    Frank Molina
    Senior Vice President, Investor Relations and Treasury
    972-888-6206