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 June 15, 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, 333-52612 and 333-110521
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 600
Dallas, Texas 75234
(Address of principal executive offices, including Zip Code)
Registrant’s 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 Registrant’s Common Stock outstanding as of July 29, 2004 was 93,597,392.
CLUBCORP, INC.
| Part I. | FINANCIAL INFORMATION | |||
| Item 1. | Financial Statements (Unaudited): | |||
| Condensed Consolidated Balance Sheets | 1 | |||
| Condensed Consolidated Statements of Operations | 2 | |||
| Condensed Consolidated Statements of Cash Flows | 3 | |||
| Notes to Condensed Consolidated Financial Statements | 4 | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 | ||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 24 | ||
| Item 4. | Controls and Procedures | 24 | ||
| Part II. | OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 25 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 25 | ||
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements |
ClubCorp, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
| December 30, 2003 |
June 15, 2004 |
|||||||
| Assets | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 90,195 | $ | 102,846 | ||||
| Membership and other receivables, net |
84,476 | 83,400 | ||||||
| Inventories |
18,828 | 21,079 | ||||||
| Other assets |
21,207 | 21,228 | ||||||
| Total current assets |
214,706 | 228,553 | ||||||
| Property and equipment, net |
1,191,679 | 1,174,862 | ||||||
| Other assets |
140,003 | 141,187 | ||||||
| Total assets |
$ | 1,546,388 | $ | 1,544,602 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: |
||||||||
| Accounts payable and accrued liabilities |
$ | 69,770 | $ | 81,191 | ||||
| Long-term debt - current portion |
32,589 | 29,692 | ||||||
| Other liabilities |
101,024 | 125,172 | ||||||
| Total current liabilities |
203,383 | 236,055 | ||||||
| Long-term debt, net of current portion |
691,230 | 694,447 | ||||||
| Other liabilities |
190,135 | 160,409 | ||||||
| Membership deposits |
132,313 | 138,231 | ||||||
| Redemption value of common stock held by benefit plan |
38,190 | 46,116 | ||||||
| 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, 99,594,408 issued, 93,708,720 outstanding at December 30, 2003 and 93,659,345 at June 15, 2004. |
996 | 996 | ||||||
| Additional paid-in capital |
161,672 | 161,672 | ||||||
| Accumulated other comprehensive loss |
(6,266 | ) | (8,829 | ) | ||||
| Retained earnings |
195,341 | 176,664 | ||||||
| Treasury stock, 5,885,688 shares at December 30, 2003, and 5,935,063 at June 15, 2004 |
(60,606 | ) | (61,159 | ) | ||||
| Total stockholders’ equity |
291,137 | 269,344 | ||||||
| Total liabilities and stockholders’ equity |
$ | 1,546,388 | $ | 1,544,602 | ||||
See accompanying notes to condensed consolidated financial statements.
1
ClubCorp, Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
| Twelve Weeks Ended |
Twenty Four Weeks |
|||||||||||||||
| June 17, 2003 |
June 15, 2004 |
June 17, 2003 |
June 15, 2004 |
|||||||||||||
| Operating revenues |
$ | 228,364 | $ | 240,131 | $ | 404,119 | $ | 423,423 | ||||||||
| Operating costs and expenses |
170,896 | 175,922 | 315,802 | 324,653 | ||||||||||||
| Depreciation and amortization |
21,181 | 20,326 | 43,124 | 41,072 | ||||||||||||
| Selling, general and administrative expenses |
19,409 | 20,034 | 39,826 | 36,704 | ||||||||||||
| Gain (loss) on disposals and impairment of assets |
100 | (1,846 | ) | 1,600 | (2,634 | ) | ||||||||||
| Operating income from continuing operations |
16,978 | 22,003 | 6,967 | 18,360 | ||||||||||||
| Interest and investment income |
475 | 400 | 786 | 781 | ||||||||||||
| Financing cost on prior debt facility |
(10,569 | ) | — | (10,569 | ) | — | ||||||||||
| Interest expense |
(16,979 | ) | (13,850 | ) | (31,954 | ) | (27,747 | ) | ||||||||
| Income (loss) from continuing operations before income taxes and minority interest |
(10,095 | ) | 8,553 | (34,770 | ) | (8,606 | ) | |||||||||
| Income tax (provision) benefit |
1,380 | (128 | ) | 9,202 | (1,482 | ) | ||||||||||
| Minority interest |
(98 | ) | (311 | ) | (23 | ) | (468 | ) | ||||||||
| Income (loss) from continuing operations |
(8,813 | ) | 8,114 | (25,591 | ) | (10,556 | ) | |||||||||
| Discontinued operations: |
||||||||||||||||
| Income (loss) from discontinued operations before income taxes |
11,840 | 193 | 11,461 | (179 | ) | |||||||||||
| Income tax (provision) benefit |
(3,967 | ) | 5 | (3,846 | ) | (16 | ) | |||||||||
| Income (loss) from discontinued operations |
7,873 | 198 | 7,615 | (195 | ) | |||||||||||
| Net income (loss) |
$ | (940 | ) | $ | 8,312 | $ | (17,976 | ) | $ | (10,751 | ) | |||||
| Basic earnings (loss) per share from: |
||||||||||||||||
| Continuing operations |
$ | (0.09 | ) | $ | 0.09 | $ | (0.27 | ) | $ | (0.11 | ) | |||||
| Discontinued operations |
0.08 | 0.00 | 0.08 | 0.00 | ||||||||||||
| Basic earnings (loss) per share |
$ | (0.01 | ) | $ | 0.09 | $ | (0.19 | ) | $ | (0.11 | ) | |||||
| Diluted earnings (loss) per share from: |
||||||||||||||||
| Continuing operations |
$ | (0.09 | ) | $ | 0.09 | $ | (0.27 | ) | $ | (0.11 | ) | |||||
| Discontinued operations |
0.08 | 0.00 | 0.08 | 0.00 | ||||||||||||
| Diluted earnings (loss) per share |
$ | (0.01 | ) | $ | 0.09 | $ | (0.19 | ) | $ | (0.11 | ) | |||||
See accompanying notes to condensed consolidated financial statements.
2
ClubCorp, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
| Twenty Four Weeks Ended |
||||||||
| June 17, 2003 |
June 15, 2004 |
|||||||
| Cash flows from operating activities: |
||||||||
| Loss from operations |
$ | (17,976 | ) | $ | (10,751 | ) | ||
| Adjustments to reconcile to cash flows from operating activities: |
||||||||
| Depreciation and amortization |
43,729 | 41,188 | ||||||
| (Gain) loss on disposals and impairment of assets |
(10,339 | ) | 2,473 | |||||
| Minority interest in net income of subsidiaries |
23 | 468 | ||||||
| Equity in income of joint ventures |
(1,303 | ) | (237 | ) | ||||
| Amortization of discount on membership deposits |
4,270 | 5,314 | ||||||
| Net change in deferred income taxes |
(7,818 | ) | — | |||||
| Net change in real estate held for sale |
909 | 236 | ||||||
| Net change in membership and other receivables, net |
8,900 | 1,212 | ||||||
| Net change in accounts payable and accrued liabilities |
(11,003 | ) | (5,217 | ) | ||||
| Change in deferred income and other liabilities |
11,215 | 8,848 | ||||||
| Net change in deferred membership revenues |
1,139 | 6,742 | ||||||
| Other |
(9,501 | ) | (5,587 | ) | ||||
| Cash flows from operating activities |
12,245 | 44,689 | ||||||
| Cash flows from investing activities: |
||||||||
| Additions to property and equipment |
(28,892 | ) | (18,022 | ) | ||||
| Development of new facilities |
(736 | ) | — | |||||
| Development of real estate held for sale |
(591 | ) | (1,002 | ) | ||||
| Proceeds from dispositions, net |
27,086 | 91 | ||||||
| Other |
242 | 3,672 | ||||||
| Cash flows from investing activities |
(2,891 | ) | (15,261 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Borrowings of long-term debt |
725,961 | — | ||||||
| Repayments of long-term debt |
(692,526 | ) | (16,763 | ) | ||||
| Loan origination and amendment fees |
(10,552 | ) | (113 | ) | ||||
| Change in membership deposits |
379 | 652 | ||||||
| Treasury stock transactions |
5 | (553 | ) | |||||
| Cash flows from financing activities |
23,267 | (16,777 | ) | |||||
| Net change in cash and cash equivalents |
32,621 | 12,651 | ||||||
| Cash and cash equivalents at beginning of period |
2,426 | 90,195 | ||||||
| Cash and cash equivalents at end of period |
$ | 35,047 | $ | 102,846 | ||||