UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 23, 2004
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file numbers 33-89818, 33-96568, 333-08041, 333-57107 and 333-52612
CLUBCORP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 75-2778488 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) | |
| 3030 LBJ Freeway, Suite 700 Dallas, Texas |
75234 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (972) 243-6191
Former name, former address and former fiscal year,
if changed since last report: NONE
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.
The number of shares of the Registrants Common Stock outstanding as of May 6, 2004 was 93,708,140.
INDEX
INDEPENDENT AUDITORS REVIEW REPORT
The Board of Directors and Stockholders
ClubCorp, Inc.:
We have reviewed the consolidated balance sheet of ClubCorp, Inc. and subsidiaries (ClubCorp) as of March 23, 2004, and the related consolidated statements of operations and cash flows for the twelve weeks ended March 23, 2004 and March 25, 2003. These consolidated financial statements are the responsibility of ClubCorps management.
We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
As discussed in Notes 1 and 2 to the accompanying consolidated financial statements, effective March 23, 2004, the Company changed the method of accounting for its investment in a variable interest entity.
We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of ClubCorp as of December 30, 2003, and the related consolidated statements of operations, stockholders equity and comprehensive loss, and cash flows for the year then ended (not presented herein); and in our report dated March 29, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 30, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
KPMG LLP
Dallas, Texas
May 6, 2004
1
ClubCorp, Inc.
(Dollars in thousands)
(Unaudited)
| December 30, 2003 |
March 23, 2004 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 90,195 | $ | 97,161 | ||||
| Membership and other receivables, net |
84,703 | 63,723 | ||||||
| Inventories |
18,892 | 20,534 | ||||||
| Other assets |
23,567 | 18,644 | ||||||
| Total current assets |
217,357 | 200,062 | ||||||
| Property and equipment, net |
1,189,017 | 1,182,213 | ||||||
| Other assets |
140,014 | 141,518 | ||||||
| Total assets |
$ | 1,546,388 | $ | 1,523,793 | ||||
| Liabilities and Stockholders Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable and accrued liabilities |
$ | 72,767 | $ | 71,395 | ||||
| Long-term debt - current portion |
32,589 | 29,028 | ||||||
| Other liabilities |
99,673 | 109,309 | ||||||
| Total current liabilities |
205,029 | 209,732 | ||||||
| Long-term debt |
691,480 | 698,654 | ||||||
| Other liabilities |
187,626 | 169,623 | ||||||
| Membership deposits |
132,926 | 135,445 | ||||||
| Redemption value of common stock held by benefit plan |
38,190 | 38,190 | ||||||
| Stockholders equity: |
||||||||
| Preferred stock, $.01 par value, 150,000,000 shares authorized, none issued or outstanding |
| | ||||||
| Common stock, $.01 par value, 250,000,000 shares authorized, 93,708,720 issued, 93,708,140 outstanding at December 30, 2003 and at March 23, 2004. |
996 | 996 | ||||||
| Additional paid-in capital |
161,672 | 161,672 | ||||||
| Accumulated other comprehensive loss |
(6,266 | ) | (6,186 | ) | ||||
| Retained earnings |
195,341 | 176,278 | ||||||
| Treasury stock, 5,885,688 shares at December 30, 2003, and 5,886,268 at March 23, 2004 |
(60,606 | ) | (60,611 | ) | ||||
| Total stockholders equity |
291,137 | 272,149 | ||||||
| Total liabilities and stockholders equity |
$ | 1,546,388 | $ | 1,523,793 | ||||
See accompanying condensed notes to consolidated financial statements.
2
ClubCorp, Inc.
Consolidated Statement of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
| Twelve Weeks Ended |
||||||||
| March 25, 2003 |
March 23, 2004 |
|||||||
| Operating revenues |
$ | 176,372 | $ | 183,860 | ||||
| Operating costs and expenses |
145,203 | 149,379 | ||||||
| Depreciation and amortization |
22,026 | 20,802 | ||||||
| Selling, general and administrative expenses |
20,417 | 16,670 | ||||||
| Gain (loss) on disposals of assets |
1,500 | (788 | ) | |||||
| Operating loss from continuing operations |
(9,774 | ) | (3,779 | ) | ||||
| Interest and investment income |
311 | 381 | ||||||
| Interest expense |
(14,975 | ) | (13,912 | ) | ||||
| Loss from continuing operations before income taxes and minority interest |
(24,438 | ) | (17,310 | ) | ||||
| Income tax benefit (provision) |
7,741 | (1,362 | ) | |||||
| Minority interest |
75 | (157 | ) | |||||
| Loss from continuing operations |
(16,622 | ) | (18,829 | ) | ||||
| Discontinued operations: |
||||||||
| Loss from discontinued operations before income taxes |
(616 | ) | (221 | ) | ||||
| Income tax benefit (provision) |
202 | (13 | ) | |||||
| Loss from discontinued operations |
(414 | ) | (234 | ) | ||||
| Net loss |
$ | (17,036 | ) | $ | (19,063 | ) | ||
| Basic and diluted loss per share on: |
||||||||
| Loss from continuing operations |
$ | (0.18 | ) | $ | (0.20 | ) | ||
| Loss from discontinued operations |
(0.00 | ) | (0.00 | ) | ||||
| Basic and diluted loss per share |
$ | (0.18 | ) | $ | (0.20 | ) | ||
See accompanying condensed notes to consolidated financial statements.
3
ClubCorp, Inc.
Consolidated Statement of Cash Flows
(Dollars in thousands)
| Twelve Weeks Ended |
||||||||
| March 25, 2003 |
March 23, 2004 |
|||||||
| Cash flows from operations: |
||||||||
| Loss from continuing operations |
$ | (16,622 | ) | $ | (18,829 | ) | ||
| Adjustments to reconcile loss from continuing operations to cash flows provided from operations: |
||||||||
| Loss from discontinued operations |
(414 | ) | (234 | ) | ||||
| Depreciation and amortization from continuing operations |
22,026 | 20,802 | ||||||
| Depreciation and amortization from discontinued operations |
263 | 9 | ||||||
| (Gain) loss on disposals of assets from continuing operations |
(1,500 | ) | 788 | |||||
| Gain on disposals of assets from discontinued operations |
(453 | ) | | |||||
| Amortization of discount on membership deposits |
2,166 | 2,693 | ||||||
| Deferred income taxes |
(8,957 | ) | 655 | |||||
| Decrease in real estate held for sale |
327 | 132 | ||||||
| Decrease in membership and other receivables, net |
22,807 | 20,853 | ||||||
| Decrease in accounts payable and accrued liabilities |
(7,824 | ) | (14,866 | ) | ||||
| Increase in deferred income |
6,712 | 8,449 | ||||||
| Increase in deferred membership revenues |
4,430 | 4,332 | ||||||
| Other |
(365 | ) | (1,036 | ) | ||||
| Cash flows provided from operations |
22,596 | 23,748 | ||||||
| Cash flows from investing activities: |
||||||||
| Additions to property and equipment |
(7,983 | ) | (7,197 | ) | ||||
| Development of new facilities |
(736 | ) | | |||||
| Development of real estate ventures |
(107 | ) | (626 | ) | ||||
| Proceeds from disposition of subsidiaries and assets, net |
5,163 | | ||||||
| Other |
220 | 2,521 | ||||||
| Cash flows used by investing activities |
(3,443 | ) | (5,302 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Borrowings of long-term debt |
8,218 | | ||||||
| Repayments of long-term debt |
(7,017 | ) | (11,900 | ) | ||||
| Change in membership deposits |
(893 | ) | 425 | |||||
| Other |
| (5 | ) | |||||
| Cash flows provided from (used by) financing activities |
308 | (11,480 | ) | |||||
| Net cash flows from continuing operations |
20,065 | 7,191 | ||||||
| Net cash flows from discontinued operations |
(604 | ) | (225 | ) | ||||
| Total cash flows from all operations |
19,461 | 6,966 | ||||||
| Cash and cash equivalents at beginning of period |
2,426 | 90,195 | ||||||
| Cash and cash equivalents at end of period |
$ | 21,887 | $ | 97,161 | ||||
See accompanying Notes 2, 9, and 11 for supplemental disclosures of non-cash activities
See accompanying condensed notes to consolidated financial statements.
4
ClubCorp, Inc.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Summary of significant accounting policies
Consolidation
The Consolidated Financial Statements include the accounts of ClubCorp, Inc. and its majority-owned subsidiaries that are not considered variable interest entities (VIEs) and the VIE for which the Company is the primary beneficiary (collectively ClubCorp). All material intercompany balances and transactions have been eliminated.
Interim presentation
The accompanying Consolidated Financial Statements have been prepared by ClubCorp and are unaudited. Certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America have been omitted from the accompanying statements. We believe the disclosures made are adequate to make the information presented not misleading. However, the financial statements should be read in conjunction with the Consolidated Financial Statements and notes thereto of ClubCorp for the year ended December 30, 2003 which are a part of ClubCorps 2003 Form 10-K.
In our opinion, the accompanying unaudited Consolidated Financial Statements reflect all adjustments necessary (consisting of normal recurring accruals) to present fairly the consolidated financial position of ClubCorp as of March 23, 2004 and the consolidated results of operations and cash flows for the twelve weeks ended March 25, 2003 and March 23, 2004. Interim results are not necessarily indicative of fiscal year performance because of the impact of seasonal and short-term variations and other factors such as timing of acquisitions and dispositions of facilities.
Cash and cash equivalents
For purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents include cash on hand and interest-bearing deposits in financial institutions, all of which have maturities of 180 days or less. Also contained in cash and cash equivalents is restricted cash of $22.4 million as of March 23, 2004. These agreements were entered into in during 2003, and are primarily used to collateralize letters of credit. These letters of credit have one-year terms and therefore, are included in current assets.
Recent Pronouncements
In January 2003, the FASB issued and then revised in December 2003, FASB Interpretation No. 46, (FIN 46R) Consolidation of Variable Interest Entities which changes the criteria by which one company includes another entity in its consolidated financial statements. FIN 46R requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entitys activities or entitled to receive a majority of the entitys residual returns or both. The assets, liabilities and noncontrolling interests of the newly consolidated variable interest entities were initially recorded at the amounts at which they would have been carried in the consolidated financial statements if FIN 46R had been effective when we first met the conditions to be the primary beneficiary of the variable interest entity. The difference between the net amount added to our Consolidated Statement of Operations and the amount of any previously recognized interest in the newly consolidated entity was not material and therefore was not recognized as a cumulative effect of an accounting change as of March 23, 2004. The adoption of FIN 46R has resulted in an increase in net assets of $1.1 million, including debt of $13.7 million to our Consolidated Balance Sheet. Prior periods were not restated. (See Note 2)
In April 2003, the FASB issued SFAS No. 149 (SFAS 149), Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133. Adoption of this statement had no impact on our consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150 (SFAS 150), Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability. Adoption of this statement had no impact on our consolidated financial statements.
5
ClubCorp, Inc.
In December 2003, the FASB issued SFAS No. 132R (revised 2003), Employers Disclosures about Pensions and Other Postretirement Benefits. This statement improves financial statement disclosures for defined benefit plans. We have not adopted these expanded disclosures as our pension plan is not a material component of our overall consolidated financial statements.
Reclassifications
Certain amounts previously reported have been reclassified to conform with the current period presentation.
Stock-based compensation
Stock-based compensation is accounted for using APB 25 and related interpretations. Under APB 25, if the exercise price of the options is greater than or equal to the market price at the date of grant, no compensation expense is recorded. We have also adopted the disclosure-only provisions of SFAS 123, Accounting for Stock-based Compensation for options issued, as amended by SFAS 148.
There were no options granted for the twelve weeks ended March 25, 2003 and March 23, 2004. Had compensation cost for the option plans been determined based on the fair value at the grant dates for the options, our net loss and net loss per share would have been changed to the following pro forma amounts (dollars in thousands, except per share amounts):
| Twelve Weeks Ended |
||||||||
| March 25, 2003 |
March 23, 2004 |
|||||||
| Net Loss as reported |
$ | (17,036 | ) | $ | (19,063 | ) | ||
| Add: Total Stock-Based Compensation Expense determined under fair value method, net of taxes |
| (304 | ) | |||||
| Pro Forma Net Income (loss) |
$ | (17,036 | ) | $ | (19,367 | ) | ||
| Loss per share - Reported |
$ | (0.18 | ) | $ | (0.20 | ) | ||
| Loss per share - Pro Forma |
$ | (0.18 | ) | $ | (0.21 | ) | ||