Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 21, 2017 | Apr. 20, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | ClubCorp Holdings, Inc. | |
Entity Central Index Key | 1,577,095 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 21, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-26 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 65,731,717 | |
Trading Symbol | MYCC | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Tax Identification Number | 205,818,205 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 21, 2017 | Mar. 22, 2016 | |
REVENUES: | ||
Club operations | $ 166,161 | $ 160,689 |
Food and beverage | 54,061 | 52,856 |
Other revenues | 1,056 | 1,328 |
Total revenues | 221,278 | 214,873 |
DIRECT AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | ||
Club operating costs exclusive of depreciation | 146,297 | 142,354 |
Cost of food and beverage sales exclusive of depreciation | 19,661 | 18,840 |
Depreciation and amortization | 24,996 | 24,214 |
Provision for doubtful accounts | 909 | 380 |
Loss on disposals of assets | 2,934 | 2,917 |
Equity in (earnings) loss from unconsolidated ventures | (2,181) | 15 |
Selling, general and administrative | 21,296 | 19,709 |
OPERATING INCOME | 7,366 | 6,444 |
Interest and investment income | 165 | 126 |
Interest expense | (19,550) | (20,420) |
LOSS BEFORE INCOME TAXES | (12,019) | (13,850) |
INCOME TAX BENEFIT | 4,513 | 5,537 |
NET LOSS | (7,506) | (8,313) |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (17) | (101) |
NET LOSS ATTRIBUTABLE TO CLUBCORP | $ (7,523) | $ (8,414) |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC | 64,442 | 64,474 |
WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED | 64,442 | 64,474 |
Net loss attributable to ClubCorp, Basic | $ (0.12) | $ (0.13) |
Net loss attributable to ClubCorp, Diluted | (0.12) | (0.13) |
Cash dividends declared per common share | $ 0.13 | $ 0.13 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS Statement - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 21, 2017 | Mar. 22, 2016 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||
NET LOSS | $ (7,506) | $ (8,313) |
Foreign currency translation | 894 | (81) |
OTHER COMPREHENSIVE INCOME (LOSS) | 894 | (81) |
COMPREHENSIVE LOSS | (6,612) | (8,394) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
COMPREHENSIVE LOSS | (6,612) | (8,394) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (17) | (101) |
COMPREHENSIVE LOSS ATTRIBUTABLE TO CLUBCORP | $ (6,629) | $ (8,495) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 21, 2017 | Dec. 27, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 53,888 | $ 84,601 |
Receivables, net of allowances of $5,004 and $5,111 at March 21, 2017 and December 27, 2016, respectively | 84,931 | 79,115 |
Inventories | 25,437 | 22,743 |
Prepaids and other assets | 23,614 | 16,116 |
Total current assets | 187,870 | 202,575 |
Investments | 3,750 | 1,569 |
Property and equipment, net (includes $9,427 and $9,489 related to VIEs at March 21, 2017 and December 27, 2016, respectively) | 1,564,379 | 1,553,382 |
Notes receivable, net of allowances of $553 and $618 at March 21, 2017 and December 27, 2016, respectively | 8,258 | 8,161 |
Goodwill | 312,811 | 312,811 |
Intangibles, net | 29,187 | 29,348 |
Other assets | 16,591 | 16,615 |
Long-term deferred tax asset | 4,253 | 4,253 |
TOTAL ASSETS | 2,127,099 | 2,128,714 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt | 19,811 | 19,422 |
Membership initiation deposits - current portion | 173,597 | 170,355 |
Accounts payable | 27,811 | 39,260 |
Accrued expenses | 47,667 | 42,539 |
Accrued taxes | 13,769 | 19,256 |
Other liabilities | 93,925 | 71,092 |
Total current liabilities | 376,580 | 361,924 |
Long-term debt (includes $12,921 and $13,035 related to VIEs at March 21, 2017 and December 27, 2016, respectively) | 1,067,612 | 1,067,071 |
Membership initiation deposits | 205,848 | 205,076 |
Deferred tax liability, net | 205,088 | 209,347 |
Other liabilities (includes $24,593 and $24,351 related to VIEs at March 21, 2017 and December 27, 2016, respectively) | 134,022 | 132,909 |
Total liabilities | 1,989,150 | 1,976,327 |
Commitments and contingencies (See Note 15) | ||
EQUITY | ||
Common stock, $0.01 par value, 200,000,000 shares authorized; 65,752,114 and 65,498,897 issued and outstanding at March 21, 2017 and December 27, 2016, respectively | 658 | 655 |
Additional paid-in capital | 228,042 | 235,871 |
Accumulated other comprehensive loss | (8,744) | (9,638) |
Accumulated deficit | (89,783) | (82,260) |
Treasury Stock, Common, Value | 2,258 | 2,258 |
Total stockholders’ equity | 127,915 | 142,370 |
Noncontrolling interests in consolidated subsidiaries and variable interest entities | 10,034 | 10,017 |
Total equity | 137,949 | 152,387 |
TOTAL LIABILITIES AND EQUITY | $ 2,127,099 | $ 2,128,714 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 21, 2017 | Dec. 27, 2016 |
Statement of Financial Position [Abstract] | ||
Receivables, allowances | $ 5,004 | $ 5,111 |
Property and equipment, net, related to VIEs | 9,427 | 9,489 |
Notes receivable, allowances | 533 | 618 |
Long-term debt, related to VIEs | 12,921 | 13,035 |
Other LT Liabilities, related to VIEs | $ 24,593 | $ 24,351 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 65,752,114 | 65,498,897 |
Common stock, shares outstanding (in shares) | 65,752,114 | 65,498,897 |
Treasury Stock, Common, Shares | 192,989 | 192,989 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 21, 2017 | Mar. 22, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,506) | $ (8,313) |
Adjustments to reconcile net loss to cash flows from operating activities: | ||
Depreciation | 24,834 | 23,674 |
Amortization | 161 | 540 |
Bad debt expense | 909 | 421 |
Equity in (earnings) loss from unconsolidated ventures | (2,181) | 15 |
Loss on disposals of assets | 2,934 | 2,917 |
Debt issuance costs and term loan discount | 907 | 1,843 |
Accretion of discount on member deposits | 4,566 | 4,512 |
Equity-based compensation | 1,939 | 1,170 |
Net change in deferred tax assets and liabilities | (4,259) | (4,844) |
Net change in prepaid expenses and other assets | (10,095) | (3,898) |
Net change in receivables and membership notes | (5,886) | (6,443) |
Net change in accounts payable and accrued liabilities | (5,957) | (4,420) |
Net change in other current liabilities | 16,871 | 15,512 |
Net change in other long-term liabilities | 470 | (375) |
Net cash provided by operating activities | 17,707 | 22,311 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (23,432) | (20,309) |
Acquisition of clubs | (9,299) | (6,600) |
Proceeds from dispositions | 3 | 8 |
Proceeds from insurance | 60 | 0 |
Net change in restricted cash and capital reserve funds | 79 | 88 |
Net cash used in investing activities | (32,589) | (26,813) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of long-term debt | (5,104) | (4,709) |
Debt issuance and modification costs | (25) | (920) |
Dividends to owners | (8,568) | (8,466) |
Share repurchases for tax withholdings related to certain equity-based awards | (1,257) | (226) |
Proceeds from new membership initiation deposits | 31 | 52 |
Repayments of membership initiation deposits | (447) | (384) |
Net cash used in financing activities | (15,370) | (14,653) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (461) | 81 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (30,713) | (19,074) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 84,601 | 116,347 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 53,888 | 97,273 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | 7,763 | 2,359 |
Cash paid for income taxes | $ 1,026 | $ 407 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interests in Consolidated Subsidiaries | Treasury Stock, Common [Member] | Common Class A [Member] | Treasury Stock, Common [Member] |
Cumulative effect adjustment from adoption of accounting guidance | $ 2,315 | $ 0 | $ (803) | $ 0 | $ 3,118 | $ 0 | |||
Beginning balance, shares at Dec. 29, 2015 | 64,740,736 | ||||||||
Beginning balance at Dec. 29, 2015 | 178,782 | 647 | 263,921 | (7,249) | (88,955) | 10,418 | |||
Beginning balance, treasury stock, shares at Dec. 29, 2015 | 0 | ||||||||
Beginning balance, treasury stock at Dec. 29, 2015 | $ 0 | ||||||||
Issuance of shares related to equity-based compensation, net of forfeitures and shares withheld for taxes | 801,186 | ||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | (226) | 8 | (234) | 0 | 0 | 0 | |||
Dividends to owners declared | (8,520) | 0 | (8,520) | 0 | 0 | 0 | |||
Equity-based compensation expense | 1,170 | 0 | 1,170 | 0 | 0 | 0 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (8,313) | 0 | 0 | 0 | (8,414) | 101 | |||
Net (loss) income | (81) | 0 | 0 | (81) | 0 | 0 | |||
Ending balance, treasury stock, shares at Mar. 22, 2016 | 0 | ||||||||
Ending balance, treasury stock at Mar. 22, 2016 | 0 | ||||||||
Ending balance, shares at Mar. 22, 2016 | 65,541,922 | ||||||||
Ending balance at Mar. 22, 2016 | $ 165,127 | 655 | 255,534 | (7,330) | (94,251) | 10,519 | |||
Beginning balance, shares at Dec. 27, 2016 | 65,498,897 | 65,498,897,000 | |||||||
Beginning balance at Dec. 27, 2016 | $ 152,387 | 655 | 235,871 | (9,638) | (82,260) | 10,017 | |||
Beginning balance, treasury stock, shares at Dec. 27, 2016 | (192,989) | ||||||||
Beginning balance, treasury stock at Dec. 27, 2016 | (2,258) | (2,258) | |||||||
Issuance of shares related to equity-based compensation, net of forfeitures and shares withheld for taxes | 253,217,000 | ||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | (1,257) | 3 | (1,260) | 0 | 0 | 0 | |||
Dividends to owners declared | (8,508) | 0 | (8,508) | 0 | 0 | 0 | |||
Equity-based compensation expense | 1,939 | 0 | 1,939 | 0 | 0 | 0 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (7,506) | 0 | 0 | 0 | (7,523) | 17 | |||
Net (loss) income | 894 | 0 | 0 | 894 | 0 | 0 | |||
Ending balance, treasury stock, shares at Mar. 21, 2017 | (192,989) | ||||||||
Ending balance, treasury stock at Mar. 21, 2017 | $ (2,258) | $ (2,258) | |||||||
Ending balance, shares at Mar. 21, 2017 | 65,752,114 | 65,752,114,000 | |||||||
Ending balance at Mar. 21, 2017 | $ 137,949 | $ 658 | $ 228,042 | $ (8,744) | $ (89,783) | $ 10,034 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Mar. 21, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION AND DESCRIPTION OF THE BUSINESS ClubCorp Holdings, Inc. (“Holdings”) and its wholly owned subsidiaries CCA Club Operations Holdings, LLC (“Operations’ Parent”) and ClubCorp Club Operations, Inc. (“Operations” and, together with Holdings and Operations’ Parent, “ClubCorp”) were formed on November 10, 2010 , as part of a reorganization of ClubCorp, Inc. (“CCI”), which was effective as of November 30, 2010 , for the purpose of operating and managing golf and country clubs and business, sports and alumni clubs. ClubCorp, together with its subsidiaries, may be referred to as “we”, “us”, “our” or the “Company”. As of March 21, 2017 , we own, lease or operate through joint ventures 153 golf and country clubs and manage nine golf and country clubs. Likewise, we lease or operate through a joint venture 42 business, sports and alumni clubs and manage three business, sports and alumni clubs. Our facilities are located in 27 states, the District of Columbia and two foreign countries. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 21, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation —The consolidated condensed financial statements reflect the consolidated operations of ClubCorp, its wholly and majority owned subsidiaries and certain variable interest entities (“VIEs”) for which we are deemed to be the primary beneficiary. The consolidated condensed financial statements presented herein reflect our financial position, results of operations, cash flows and changes in equity in conformity with accounting principles generally accepted in the United States, or “GAAP”. All intercompany accounts have been eliminated. Investments in certain unconsolidated affiliates are accounted for by the equity method. See Note 4 . We have entered into agreements with third-party owners of clubs to act as a managing agent and provide certain services to the third party club owner in exchange for a management fee. The operations of managed clubs are not consolidated. We recognize the contractual management fees as revenue when earned. Additionally, we recognize reimbursements for certain costs of operations at certain managed clubs as revenue. The accompanying consolidated condensed financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been omitted from the accompanying financial 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 for the year ended December 27, 2016 . We believe that the accompanying consolidated condensed financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. 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. We have two reportable segments: (1) golf and country clubs and (2) business, sports and alumni clubs. These segments are managed separately and discrete financial information, including Adjusted EBITDA (“Adjusted EBITDA”), a key financial measurement of segment profit and loss, is reviewed regularly by our chief operating decision maker to evaluate performance and allocate resources. See Note 12 . Use of Estimates —The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes. Actual results could differ materially from such estimated amounts. Revenue Recognition —Revenues from club operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales taxes. Revenues from membership dues are generally billed monthly and recognized in the period earned. At a majority of our private clubs, members are expected to pay an initiation fee or deposit upon their acceptance as a member to the club. In general, initiation fees are not refundable, whereas initiation deposits are not refundable until a fixed number of years (generally 30 ) after the date of acceptance of a member. We recognize revenue related to membership initiation fees and deposits over the expected life of an active membership. For membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized within club operations revenue over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability and accretes over the non-refundable term using the effective interest method with an interest rate defined as our incremental borrowing rate adjusted to reflect a 30 -year time frame. The accretion is included in interest expense . The majority of membership initiation fees received are not refundable and are deferred and recognized within club operations revenue on the consolidated condensed statements of operations over the expected life of an active membership. The expected lives of active memberships are calculated annually using historical attrition rates. Periods in which attrition rates differ significantly from enrollment rates could have a material effect on our consolidated condensed financial statements by decreasing or increasing the expected lives of active memberships, which in turn would affect the length of time over which we recognize initiation fee and deposit revenues. During the twelve weeks ended March 21, 2017 and March 22, 2016 , our estimated expected lives ranged from one to 20 years ; the weighted-average expected life of a golf and country club membership was approximately seven years and the expected life of a business, sports and alumni club membership was approximately three years. Membership initiation payments recognized within club operations revenue on the consolidated condensed statements of operations were $3.3 million and $3.3 million for the twelve weeks ended March 21, 2017 and March 22, 2016 , respectively. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-9 (“ASU 2014-9”), Revenue from Contracts with Customers . ASU 2014-9 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. In August 2015, the FASB issued Accounting Standards Update No. 2015-14 which deferred the effective date of ASU 2014-9 to fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2017. We plan to adopt the ASU, as amended, in Q1 2018. In March 2016, the FASB issued Accounting Standards Update No. 2016-8 (“ASU 2016-8”) which clarified the revenue recognition implementation guidance on principal versus agent considerations and is effective during the same period as ASU 2014-9. In April 2016, the FASB issued Accounting Standards Update No. 2016-10 (“ASU 2016-10”) which clarified the revenue recognition guidance regarding the identification of performance obligations and the licensing implementation and is effective during the same period as ASU 2014-9. In May 2016, the FASB issued Accounting Standards Update No. 2016-12 (“ASU 2016-12”) which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition. ASU 2016-12 is effective during the same period as ASU 2014-9. The FASB allows two adoption methods under ASU 2014-9. Under one method, a company will apply the rules to contracts in all reporting periods presented, subject to certain allowable exceptions. Under the other method, a company will apply the rules to all contracts existing as of the first day of Q1 2018, recognizing in beginning retained earnings an adjustment for the cumulative effect of the change and providing additional disclosures comparing results to previous rules (“modified retrospective method”). We anticipate adopting the standard under the modified retrospective method. Although we are continuing to evaluate, upon initial qualitative evaluation, we believe the key changes in the standard that impact our revenue recognition relate to the allocation of contract revenues between various components of the contract which may constitute a performance obligation. These components include initiation payments to join one of our clubs and dues which provide for continued access to our clubs as well as charges for food and beverage, merchandise sales and other club services. We may discount any of these components as a promotion for new members. The revenues for these components may be recognized over varying time periods. Membership initiation payments recognized within club operations revenue on the consolidated statements of operations were $3.3 million for the twelve weeks ended March 21, 2017 , or approximately 1% of our consolidated total revenue on the consolidated statements of operations. We are still in the process of evaluating the quantitative impact of these changes; however, we cannot currently estimate the impact of change upon adoption, as the amount is dependent on the structure of our membership pricing structure and our employee incentive plans, which we frequently evaluate and adjust to respond to current market conditions. We also believe the requirement to defer incremental contract acquisition costs and recognize them over the contract period or expected membership life will result in the recognition of a deferred charge on our balance sheets, but cannot currently estimate the impact for the same reasons described above. In February 2016, the FASB issued Accounting Standards Update No. 2016-2 (“ASU 2016-2”), Leases (Topic 842). ASU 2016-2 requires the recognition of lease assets and lease liabilities by lessees for leases classified as operating leases under previous GAAP; however, ASU 2016-2 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that the effect of leases in the statement of operations and the statement of cash flows is largely unchanged from previous GAAP. ASU 2016-2 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2018. We plan to adopt ASU 2016-2 in Q1 2019. Although we are continuing to evaluate, upon initial qualitative evaluation, a key change upon adoption will be the balance sheet recognition of all leased assets and liabilities. Currently we lease many of our business clubs and a few of our golf and country clubs through operating leases which are not recognized on the balance sheet. We anticipate a right to use asset and a related lease liability will be recognized for these leases and potentially other contracts which qualify as leases. In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected credit losses during the period. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 will become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not anticipate the adoption will have a material impact of the guidance on its consolidated financial position and results of operations. In January 2017, the FASB issued Accounting Standards Update No. 2017-1 (“ASU 2017-1”), Business Combinations (Topic 805): Clarifying the Definition of a Business . Under ASC Topic 805, there are three elements of a business: inputs, processes, and outputs, which must be evaluated to determine if an asset or group of assets is a business. ASU 2017-1 provides a screen to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. ASU 2017-1 will become effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are still in the process of evaluating the quantitative impact of ASU 2017-1. In January 2017, the FASB issued Accounting Standards Update No. 2017-4 (“ASU 2017-4”), Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-4 eliminates Step 2 from the goodwill impairment test. Step 2 required an entity to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in a business combination. Instead, an entity should perform its goodwill impairment test and recognize an impairment charge by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-4 will become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Our goodwill impairment tests have not proceeded to Step 2 in any fiscal year presented and the estimated fair values of our golf and country clubs and business, sports and alumni clubs reporting units both exceeded their carrying values by a significant amount as of the date the analysis was last performed during fiscal year 2016. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 21, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES Consolidated VIEs include three managed golf course properties and certain realty interests which we define as “Non-Core Development Entities”. We have determined we are the primary beneficiary of these VIEs as we have the obligation to absorb the majority of losses from and direct activities of these operations. One of these managed golf course property VIEs is financed through a loan payable of $0.6 million collateralized by assets of the entity totaling $3.9 million as of March 21, 2017 . The other managed golf course property VIEs are financed through advances from us. Outstanding advances as of March 21, 2017 total $5.2 million compared to recorded assets of $6.7 million . The VIE related to the Non-Core Development Entities is financed through notes which are payable through cash proceeds related to the sale of certain real estate held by the Non-Core Development Entities. Recourse of creditors to these VIEs is limited to the assets of the VIE entities, which total $11.4 million and $11.4 million at March 21, 2017 and December 27, 2016 , respectively. The following summarizes the carrying amount and classification of the VIEs’ assets and liabilities in the consolidated balance sheets as of March 21, 2017 and December 27, 2016 , net of intercompany amounts: March 21, 2017 December 27, 2016 Current assets $ 1,149 $ 1,041 Fixed assets, net 9,427 9,489 Other assets 848 846 Total assets $ 11,424 $ 11,376 Current liabilities $ 1,318 $ 1,125 Long-term debt 12,921 13,035 Other long-term liabilities 25,160 24,906 Noncontrolling interest 5,319 5,401 Company capital (33,294 ) (33,091 ) Total liabilities and equity $ 11,424 $ 11,376 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 21, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | INVESTMENTS We have an equity method investment in one active golf and country club joint venture with a carrying value of $0.4 million and $0.4 million at March 21, 2017 and December 27, 2016 , respectively. Our share of earnings in the equity investment is included in equity in (earnings) loss from unconsolidated ventures in the consolidated condensed statements of operations. We also have an equity method investment of 10.2% in Avendra, LLC, a purchasing cooperative of hospitality companies. The carrying value of the investment was $3.4 million and $1.1 million at March 21, 2017 and December 27, 2016 , respectively. Our share of earnings in the equity investment is included in equity in (earnings) loss from unconsolidated ventures in the consolidated condensed statements of operations. All cash distributions from our equity investment are reported as distribution from investment in unconsolidated ventures within the operating section of our consolidated condensed statements of cash flows. We also have contractual agreements with the Avendra, LLC joint venture to provide procurement services for our clubs. We received no net volume rebates and allowances during the twelve weeks ended March 21, 2017 and March 22, 2016 . |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 21, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE GAAP establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows: Level 1—unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company; Level 2—inputs that are observable in the marketplace other than those inputs classified as Level 1; and Level 3—inputs that are unobservable in the marketplace and significant to the valuation. We maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument is categorized based upon the lowest level of input that is significant to the fair value calculation. We recognize transfers between levels of the fair value hierarchy on the date of the change in circumstances that caused the transfer. Fair Value of Financial Instruments Debt —We estimate the fair value of our debt obligations, excluding capital lease obligations and loan origination fees, as follows, as of March 21, 2017 and December 27, 2016 : March 21, 2017 December 27, 2016 Recorded Value Fair Value Recorded Value Fair Value Level 2 (1) $ 996,363 $ 1,036,070 $ 996,199 $ 1,026,323 Level 3 51,784 42,898 50,274 41,467 Total $ 1,048,147 $ 1,078,968 $ 1,046,473 $ 1,067,790 ______________________ (1) The recorded value for Level 2 debt obligations is presented net of the $4.6 million and $4.8 million discount as of March 21, 2017 and December 27, 2016 , respectively, on the Secured Credit Facilities, as defined in Note 9 . The 2015 Senior Notes and borrowings under the Secured Credit Facilities, as both are defined in Note 9 , are considered Level 2. We use quoted prices for identical or similar liabilities to value debt obligations classified as Level 2. All other debt obligations are considered Level 3. We use adjusted quoted prices for similar liabilities to value debt obligations classified as Level 3. Key inputs include: (1) the determination that certain other debt obligations are similar, (2) nonperformance risk, and (3) interest rates. Changes or fluctuations in these assumptions and valuations will result in different estimates of value. The use of different techniques to determine the fair value of these debt obligations could result in different estimates of fair value at the reporting date. The carrying value of financial instruments including cash, cash equivalents, receivables, notes receivable, accounts payable and other short-term and long-term assets and liabilities approximate their fair values as of March 21, 2017 and December 27, 2016 . Assets and Liabilities Measured at Fair Value on a Non-recurring Basis Our assets and liabilities measured at fair value on a non-recurring basis include equity method investments, property and equipment, mineral rights, goodwill, trade names, liquor licenses, management contracts and other assets and liabilities recorded during business combinations. During the twelve weeks ended March 21, 2017 and March 22, 2016 , there were no impairments recorded. Assets and liabilities from business combinations were recorded on our consolidated condensed balance sheets at fair value at the date of acquisition. The key assumptions used in determining these values are considered Level 3 measurements. See Note 11 . |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 21, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment, including capital lease assets, at cost consists of the following at March 21, 2017 and December 27, 2016 : March 21, 2017 December 27, 2016 Land and non-depreciable land improvements $ 603,674 $ 600,402 Depreciable land improvements 501,132 495,520 Buildings and recreational facilities 541,539 534,944 Machinery and equipment 306,647 299,900 Leasehold improvements 112,281 111,755 Furniture and fixtures 106,103 105,195 Construction in progress 24,966 18,434 2,196,342 2,166,150 Accumulated depreciation (631,963 ) (612,768 ) Total $ 1,564,379 $ 1,553,382 We evaluate property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through future cash flows. See Note 5 . |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 21, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill and other intangible assets consist of the following at March 21, 2017 and December 27, 2016 : March 21, 2017 December 27, 2016 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 2,152 2,152 Intangible assets with finite lives: Member Relationships 2-5 years 2,166 $ (1,893 ) 273 2,866 $ (2,553 ) 313 Management Contracts 5-10 years 3,580 (1,608 ) 1,972 3,580 (1,487 ) 2,093 Total $ 32,688 $ (3,501 ) $ 29,187 $ 33,388 $ (4,040 ) $ 29,348 Goodwill $ 312,811 $ 312,811 $ 312,811 $ 312,811 Intangible Assets —Intangible asset amortization expense was $0.2 million and $0.5 million for the twelve weeks ended March 21, 2017 and March 22, 2016 , respectively. There were no impairments recorded during the twelve weeks ended March 21, 2017 and March 22, 2016 . We retired fully amortized member relationship intangible assets and the related accumulated amortization of $0.7 million during the twelve weeks ended March 21, 2017 . There were no retirements during the twelve weeks ended March 22, 2016 . Goodwill —The following table shows goodwill activity by reporting unit. No impairments have been recorded for either reporting unit. Golf & Country Clubs Business, Sports & Alumni Clubs Total December 27, 2016 $ 167,460 $ 145,351 $ 312,811 March 21, 2017 $ 167,460 $ 145,351 $ 312,811 |
CURRENT AND LONG-TERM LIABILITI
CURRENT AND LONG-TERM LIABILITIES | 3 Months Ended |
Mar. 21, 2017 | |
Payables and Accruals [Abstract] | |
CURRENT AND LONG-TERM LIABILITIES | CURRENT AND LONG-TERM LIABILITIES Current liabilities consist of the following at March 21, 2017 and December 27, 2016 : March 21, 2017 December 27, 2016 Accrued compensation $ 21,775 $ 25,367 Accrued interest 14,052 7,978 Other accrued expenses 11,840 9,194 Total accrued expenses $ 47,667 $ 42,539 Taxes payable other than federal income taxes (1) $ 13,769 $ 19,256 Total accrued taxes $ 13,769 $ 19,256 Advance event and other deposits $ 33,656 $ 20,051 Unearned dues 26,298 16,795 Deferred membership revenues 11,788 12,083 Insurance reserves 9,985 9,704 Dividends to owners declared, but unpaid 8,522 8,582 Other current liabilities 3,676 3,877 Total other current liabilities $ 93,925 $ 71,092 ______________________ (1) We had no federal income taxes payable as of March 21, 2017 and December 27, 2016 . Other long-term liabilities consist of the following at March 21, 2017 and December 27, 2016 : March 21, 2017 December 27, 2016 Uncertain tax positions $ 7,840 $ 7,049 Deferred membership revenues 45,505 46,089 Casualty insurance loss reserves - long-term portion 21,058 19,851 Above market lease intangibles 230 251 Deferred rent 31,835 32,316 Accrued interest on notes payable related to Non-Core Development Entities 24,544 24,298 Other 3,010 3,055 Total other long-term liabilities $ 134,022 $ 132,909 |
DEBT AND CAPITAL LEASES
DEBT AND CAPITAL LEASES | 3 Months Ended |
Mar. 21, 2017 | |
Debt Disclosure [Abstract] | |
DEBT AND CAPITAL LEASES | DEBT AND CAPITAL LEASES Secured Credit Facilities Secured Credit Facilities —In 2010, Operations entered into the credit agreement governing the secured credit facilities (the “Secured Credit Facilities”). The credit agreement governing the Secured Credit Facilities was subsequently amended in 2012, 2013, 2014, 2015 and 2016. As of March 21, 2017 , the Secured Credit Facilities are comprised of (i) a $651.0 million term loan facility, and (ii) a revolving credit facility with capacity of $175.0 million with $145.0 million available for borrowing, after deducting $30.0 million of standby letters of credit outstanding. In addition, the credit agreement governing the Secured Credit Facilities includes capacity which provides, subject to lender participation, for additional borrowings in revolving or term loan commitments of $125.0 million , and additional borrowings thereafter so long as a senior secured leverage ratio (the “Senior Secured Leverage Ratio”) does not exceed 3.50 :1.00. As of March 21, 2017 , the interest rate on the term loan facility is a variable rate calculated as the higher of (i) 4.0% or (ii) an elected LIBOR plus a margin of 3.0% and the maturity date of the term loan facility is December 15, 2022 . As of March 21, 2017 , the revolving credit commitments mature on January 25, 2021 and borrowings thereunder bear interest at a rate of LIBOR plus a margin of 3.0% per annum. We are required to pay a commitment fee on all undrawn amounts under the revolving credit facility and a fee on all outstanding letters of credit, payable quarterly in arrears. As long as commitments are outstanding under the revolving credit facility, we are subject to limitations on the Senior Secured Leverage Ratio and a total leverage ratio (the “Total Leverage Ratio”). The Senior Secured Leverage Ratio is defined as the ratio of Operations’ Consolidated Senior Secured Debt (exclusive of the 2015 Senior Notes (as defined below)) to Consolidated EBITDA (disclosed as Adjusted EBITDA and defined in Note 12 ) and is calculated on a pro forma basis, giving effect to current period acquisitions as though they had been consummated on the first day of the period presented. The Total Leverage Ratio is defined as the ratio of Operations’ Consolidated Total Debt (including the 2015 Senior Notes) to Consolidated EBITDA and is also calculated on a pro forma basis. The credit agreement governing the Secured Credit Facilities requires us to maintain a Senior Secured Leverage Ratio no greater than 4.50 :1.00 and a Total Leverage Ratio of no greater than 5.75 :1.00 as of the end of each fiscal quarter. As of March 21, 2017 , Operations’ Senior Secured Leverage Ratio was 2.88 :1.00 and the Total Leverage ratio was 4.27 :1.00. All obligations under the Secured Credit Facilities are guaranteed by Operations’ Parent and each existing and all subsequently acquired or organized direct and indirect restricted subsidiaries of Operations, other than certain excluded subsidiaries (collectively, the “Guarantors”). The Secured Credit Facilities are secured, subject to permitted liens and other exceptions, by a first-priority perfected security interest in substantially all the assets of Operations, and the Guarantors, including, but not limited to (1) a perfected pledge of all the domestic capital stock owned by Operations and the Guarantors, and (2) perfected security interests in and mortgages on substantially all tangible and intangible personal property and material fee-owned property of Operations and the Guarantors, subject to certain exclusions. 2015 Senior Notes On December 15, 2015 , Operations issued $350.0 million of senior notes (the “2015 Senior Notes”), maturing December 15, 2023 . Interest on the 2015 Senior Notes accrues at a fixed rate of 8.25% per annum and is payable semiannually in arrears on June 15 and December 15. The 2015 Senior Notes are guaranteed on a full and unconditional basis by each Guarantor (other than Operations’ Parent) that guarantees our obligations under the credit agreement governing the Secured Credit Facilities. Notes payable related to certain Non-Core Development Entities In 1994 and 1995, we issued notes payable to finance a VIE related to our Non-Core Development Entities. The notes and accrued interest are payable through the cash proceeds related to the sale of certain real estate held by these Non-Core Development Entities. As of March 21, 2017 , the notes have a principal amount of $11.8 million . Wells Fargo Mortgage Loan On August 9, 2016 , we entered into a secured mortgage loan which was guaranteed by ClubCorp USA, Inc., a wholly owned subsidiary of Operations, (the “Wells Fargo Mortgage Loan”) for $37.0 million with a maturity date of May 31, 2019 . As of March 21, 2017 , the note has a principal amount of $36.6 million and accrues interest at a variable rate calculated as 2.90% plus the greater of (i) one month LIBOR or (ii) 0.25% . The proceeds of the Wells Fargo Mortgage Loan were primarily used to repay outstanding balances on previously existing mortgage loan agreements. There is an option to extend the maturity through August 9, 2020 and a second option to extend the maturity through August 9, 2021 upon satisfaction of certain conditions in the loan agreement. Long-term borrowings and lease commitments as of March 21, 2017 and December 27, 2016 , are summarized below: March 21, 2017 December 27, 2016 Carrying Value Interest Rate Carrying Value Interest Rate Interest Rate Calculation Maturity Secured Credit Facilities Term Loan, gross of discount 651,000 4.00 % 651,000 4.00 % Greater of (i) 4.0% or (ii) an elected LIBOR + 3.0% 2022 Revolving Credit Borrowings - ($175,000 capacity) (1) — 3.98 % — 3.77 % LIBOR plus a margin of 3.0% 2021 2015 Senior Notes 350,000 8.25 % 350,000 8.25 % Fixed 2023 Wells Fargo Mortgage Loan 36,622 3.68 % 36,811 3.67 % 2.90% plus the greater of (i) one month LIBOR or (ii) 0.25% 2019 Notes payable related to certain Non-Core Development Entities 11,837 9.00 % 11,837 9.00 % Fixed (2) Other indebtedness 3,326 3.71% - 6.00% 1,626 4.75% - 6.00% Fixed Various 1,052,785 1,051,274 Capital leases 50,887 52,207 Total obligation 1,103,672 1,103,481 Less net loan origination fees included in long-term debt (11,611 ) (12,187 ) Less current portion (19,811 ) (19,422 ) Less discount on the Secured Credit Facilities’ Term Loan (4,638 ) (4,801 ) Long-term debt $ 1,067,612 $ 1,067,071 ______________________ (1) As of March 21, 2017 , 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. The amount of long-term debt maturing in each of the five years subsequent to 2016 and thereafter is as follows. This table reflects the contractual maturity dates as of March 21, 2017 . Year Debt Capital Leases Total Remainder of 2017 $ 803 $ 14,387 $ 15,190 2018 1,086 16,241 17,327 2019 35,565 11,438 47,003 2020 197 6,333 6,530 2021 136 2,484 2,620 Thereafter 1,014,998 4 1,015,002 Total $ 1,052,785 $ 50,887 $ 1,103,672 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 21, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Holdings files income tax returns in the U.S. federal jurisdiction, numerous state jurisdictions and in three foreign jurisdictions. Income taxes recorded are adjusted to the extent losses or other deductions cannot be utilized in the consolidated federal income tax return. We file state tax returns on a separate company basis or unitary basis as required by law. Additionally, certain subsidiaries of Holdings, owned through lower tier joint ventures, file separate tax returns for federal and state purposes. Our annual effective income tax rate is determined by the level and composition of pre-tax income and the mix of income subject to varying foreign, state and local taxes. Our tax expense or benefit recognized in our interim financial statements is determined by multiplying the year-to-date income or loss by the annual effective tax rate, which is an estimate of the expected relationship between tax expense or benefit for the full year to the pre-tax income or loss for the full year (pre-tax income or loss excluding unusual or infrequently occurring discrete items). Our effective income tax rate for the twelve weeks ended March 21, 2017 was 37.5% , compared to 40.0% for the twelve weeks ended March 22, 2016 . For the twelve weeks ended March 21, 2017 and March 22, 2016 , the effective tax rate differed from the statutory federal rate of 35.0% primarily due to state taxes and certain other permanent differences. The relative impact these items have on the effective tax rate varies based on the forecasted amount of pre-tax income or loss for the year. We are currently under audit by state income tax authorities. We have received multiple assessments related to such audits and have an immaterial amount recorded within our state income tax payable as of March 21, 2017 . As of March 21, 2017 , tax years 2011 - 2016 remain open under statute for U.S. federal and most state tax jurisdictions. In Mexico, the statute of limitations is generally five years from the date of the filing of the tax return for any particular year, including amended returns. Accordingly, in general, tax years 2008 through 2016 remain open under statute; although certain prior years are also open as a result of the tax proceedings described below. Certain of our Mexican subsidiaries are under audit by the Mexican taxing authorities for the 2008 and 2009 tax years. In 2013, we received two assessments, for approximately $3.0 million each, exclusive of penalties and interest, for two of our Mexican subsidiaries under audit for the 2008 tax year. We have taken the appropriate procedural steps to contest these assessments through the appropriate Mexican judicial channels. In March 2017, we received notice of a favorable ruling from the Mexican court presiding over one of the matters such that one of these two assessments was dismissed and is non-appealable by the Mexican taxing authorities. There is no impact to the financial statements from the dismissal as no liability had previously been recorded. We have not recorded a liability related to the remaining 2008 open uncertain tax position as we believe it is more likely than not that we will prevail based on the merits of our position. In 2014, we received an audit assessment for the 2009 tax year for another Mexican subsidiary. We have taken the appropriate procedural steps to contest the assessment through the appropriate Mexican judicial channels. We have recorded a liability related to an unrecognized tax benefit for $4.3 million , exclusive of penalties and interest, related to this audit. The unrecognized tax benefit has been recorded due to the technical nature of the tax filing position taken by our Mexican subsidiary and uncertainty around the ultimate outcome of this assessment, which we intend to continue to contest. As of March 21, 2017 and December 27, 2016 , we have recorded a total of $7.8 million and $7.0 million , respectively, of unrecognized tax benefits related to uncertain tax positions, including interest and penalties of $3.3 million and $2.9 million , respectively, which are included in other liabilities in the consolidated condensed balance sheets. If we were to prevail on all uncertain tax positions recorded as of March 21, 2017 , the net effect would be an income tax benefit of approximately $4.5 million , exclusive of any benefits related to interest and penalties. Management believes it is unlikely that our unrecognized tax benefits will significantly change within the next 12 months given the current status in particular of the matters currently under examination by the Mexican tax authorities. However, as audit outcomes and the timing of related resolutions are subject to significant uncertainties, we will continue to evaluate the tax issues related to these assessments in future periods. In summary, we believe we are adequately reserved for our uncertain tax positions as of March 21, 2017 . |
NEW AND ACQUIRED CLUBS AND CLUB
NEW AND ACQUIRED CLUBS AND CLUB DIVESTITURES | 3 Months Ended |
Mar. 21, 2017 | |
Business Combinations [Abstract] | |
CLUB ACQUISITIONS, CLUB DISPOSITIONS AND DISCONTINUED OPERATIONS | NEW AND ACQUIRED CLUBS AND CLUB DIVESTITURES New and Acquired Clubs Assets and liabilities from business combinations were recorded on our consolidated condensed balance sheets at fair value at the date of acquisition. The results of operations of such businesses have been included in the consolidated condensed statements of operations since their date of acquisition. Norbeck Country Club —On March 14, 2017 , we purchased Norbeck Country Club, a private golf club in Rockville, Maryland, for net cash consideration of $6.8 million . We recorded the following major categories of assets and liabilities, which are subject to change until our information is finalized, no later than twelve months from the acquisition date: March 14, 2017 Land, depreciable land improvements and property and equipment $ 7,177 Inventory and prepaid assets 63 Other current liabilities (174 ) Long-term debt (obligation related to capital leases) (283 ) Total $ 6,783 North Hills Country Club —On February 21, 2017 , we purchased North Hills Country Club, a private golf club in Glenside, Pennsylvania, for net cash consideration of $2.5 million . We recorded the following major categories of assets and liabilities, which are subject to change until our information is finalized, no later than twelve months from the acquisition date: February 21, 2017 Land, depreciable land improvements and property and equipment $ 2,737 Inventory and prepaid assets 140 Other current liabilities (61 ) Long-term debt (obligation related to capital leases) (301 ) Total $ 2,515 Eagle’s Nest Country Club —On February 7, 2017 , we purchased Eagle’s Nest Country Club, a private golf club in Phoenix, Maryland, for a contractual purchase price of $2.5 million , which was satisfied by our assumption of an interest-free loan of $2.5 million with Eagle’s Nest Funding, LLC with a maturity of October 6, 2031 . As of the date of acquisition, the note had a fair value of $1.8 million and an effective interest rate of 3.71% . We recorded the following major categories of assets and liabilities, which are subject to change until our information is finalized, no later than twelve months from the acquisition date: February 7, 2017 Land, depreciable land improvements and property and equipment $ 2,066 Inventory and prepaid assets 83 Other current liabilities (76 ) Long-term debt (includes interest free loan and obligation related to capital leases) (2,072 ) Total $ 1 Heritage Golf Club —On August 30, 2016 , we purchased Heritage Golf Club, a private golf club in Hilliard, Ohio, for a purchase price and net cash consideration of $3.2 million . We recorded the following major categories of assets and liabilities: August 30, 2016 Land, depreciable land improvements and property and equipment $ 3,407 Receivables, net of allowances of $6 202 Inventory and prepaid assets 156 Other current liabilities and accrued taxes (271 ) Long-term debt (obligation related to capital leases) (301 ) Total $ 3,193 Santa Rosa Golf and Country Club —On March 15, 2016 , we purchased Santa Rosa Golf and Country Club, a private golf club in Santa Rosa, California, for a purchase price and net cash consideration of $2.5 million . We recorded the following major categories of assets and liabilities: 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 Marsh Creek Country Club —On February 2, 2016 , we purchased Marsh Creek Country Club, a private golf club in St. Augustine, Florida, for a purchase price of $4.5 million and net cash consideration of $4.1 million . We recorded the following major categories of assets and liabilities: 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 Club Dispositions and Management Agreement Terminations Clubs may be divested when we determine they will be unable to provide a positive contribution to cash flows from operations in future periods and/or when they are determined to be non-strategic holdings. Gains from divestitures are recognized in the period in which operations cease and losses are recognized when we determine that the carrying value is not recoverable and exceeds fair value. During the twelve weeks ended March 21, 2017 , we ceased operating two clubs: The Club at Key Center, a leased business club in Cleveland, Ohio, and Piedmont Club, a leased business and sports club in Winston-Salem, North Carolina. No material gain or loss on divestiture was recorded. These divestitures did not qualify as discontinued operations. During the fiscal year ended December 27, 2016 , the management agreements with Jefferson Lakeside Country Club, a private country club located in Richmond, Virginia and with Mill Creek Country Club, a private country club located in Mill Creek, Washington were terminated. We closed Greenspoint Club, an owned business and sports club located in Houston, Texas and University Club, a leased business and sports club located in Jacksonville, Florida. Additionally, the lease of Airways Golf Club, a leased public golf course in Fresno, California, was terminated. No material gain or loss on divestiture was recorded. These divestitures did not qualify as discontinued operations. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 21, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION We currently have two reportable segments: (1) golf and country clubs and (2) business, sports and alumni clubs. These segments are managed separately and discrete financial information, including Adjusted EBITDA, our financial measure of segment profit and loss, is reviewed regularly by our chief operating decision maker to evaluate performance and allocate resources. Our chief operating decision maker is our Chief Executive Officer. We also use Adjusted EBITDA, on a consolidated basis, to assess our ability to service our debt, incur additional debt and meet our capital expenditure requirements. We believe that the presentation of Adjusted EBITDA is appropriate as it provides additional information to investors about our performance and investors and lenders have historically used EBITDA-related 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, income or loss from divested clubs, 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. The credit agreement governing the Secured Credit Facilities and the indenture governing the 2015 Senior Notes contain certain covenants which are based upon specified financial ratios in reference to Adjusted EBITDA, after giving effect to the pro forma impact of acquisitions. Adjusted EBITDA as reported is identical to the computation of Consolidated EBITDA as defined in the credit agreement governing our Secured Credit Facilities, except that for purposes of certain covenants in the credit agreement, a pro forma adjustment is made to Consolidated EBITDA in order to give effect to current period acquisitions as though they had been consummated on the first day of the four quarter period presented. The pro forma impact gives effect to all acquisitions in the four quarters ended March 21, 2017 as though they had been consummated on the first day of the second quarter of fiscal year 2016 . Golf and country club operations consist of private country clubs, golf clubs and public golf facilities. Private country clubs provide at least one 18-hole golf course and various other recreational amenities that are open to members and their guests. Golf clubs provide both private and public golf play and usually offer fewer recreational amenities than private country clubs. Public golf facilities are open to the public and generally provide the same amenities as golf clubs. Business, sports and alumni club operations consist of business clubs, business/sports clubs, sports clubs and alumni clubs. Business clubs provide a setting for dining, business or social entertainment. Sports clubs provide a variety of recreational facilities and business/sports clubs provide a combination of the amenities available at business clubs and sports clubs. Alumni clubs provide the same amenities as business clubs while targeting alumni and staff of universities. We also disclose corporate expenses and other operations, which 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. Other operations also includes corporate assets such as cash, goodwill, intangible assets, and loan origination fees. While corporate expenses and other operations is not a segment, disclosing corporate expenses and other operations facilitates the reconciliation from segment results to consolidated results. The table below shows summarized financial information by segment for the twelve weeks ended March 21, 2017 and March 22, 2016 : Twelve Weeks Ended March 21, 2017 March 22, 2016 Revenues Golf and Country Clubs (1) $ 179,915 $ 172,602 Business, Sports and Alumni Clubs (1) 39,891 39,642 Other operations 3,959 3,516 Elimination of intersegment revenues and segment reporting adjustments (2,894 ) (3,098 ) Revenues relating to divested clubs (2) 407 2,211 Total consolidated revenues $ 221,278 $ 214,873 Golf and Country Clubs Adjusted EBITDA $ 52,822 $ 50,123 Business, Sports and Alumni Clubs Adjusted EBITDA $ 6,664 $ 7,274 ______________________ (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 (“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 March 21, 2017 December 27, 2016 Golf and Country Clubs $ 1,586,163 $ 1,557,489 Business, Sports and Alumni Clubs 84,095 88,967 Other operations 456,841 482,258 Consolidated $ 2,127,099 $ 2,128,714 The following table presents revenue by product type: Twelve Weeks Ended March 21, 2017 March 22, 2016 Revenues by Type Dues $ 119,867 $ 116,118 Food and beverage 54,061 52,856 Golf 27,498 26,274 Other 19,852 19,625 Total $ 221,278 $ 214,873 The table below provides a reconciliation of Golf and Country Clubs Adjusted EBITDA and Business, Sports and Alumni Adjusted EBITDA to loss before income taxes for the twelve weeks ended March 21, 2017 and March 22, 2016 : Twelve Weeks Ended March 21, 2017 March 22, 2016 Golf and Country Clubs Adjusted EBITDA $ 52,822 $ 50,123 Business, Sports and Alumni Clubs Adjusted EBITDA 6,664 7,274 Interest expense (19,550 ) (20,420 ) Interest and investment income 165 126 Depreciation and amortization (24,996 ) (24,214 ) Impairments and disposition of assets (1) (2,934 ) (2,917 ) Loss from divested clubs (2) (217 ) (458 ) Non-cash adjustments (3) — (463 ) Acquisition related costs (4) (595 ) (686 ) Capital structure costs (5) — (742 ) Centralization and transformation costs (6) (2,398 ) (2,418 ) Other adjustments (7) (2,230 ) (1,086 ) Equity-based compensation expense (8) (1,939 ) (1,170 ) Deferred revenue adjustment (9) (1,066 ) (1,392 ) Corporate expenses and other operations (10) (15,745 ) (15,407 ) Loss before income taxes $ (12,019 ) $ (13,850 ) ______________________ (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 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 (‘‘SOX 404(b)’’), which were primarily incurred in fiscal year 2015 and the twelve weeks ended March 22, 2016, and related centralization and transformation of administrative processes, finance processes and related IT systems. (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, expenses paid to an affiliate of KSL and legal settlements. (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 on September 30, 2014 . (10) 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. |
EARNINGS PER SHARE EARNINGS PER
EARNINGS PER SHARE EARNINGS PER SHARE | 3 Months Ended |
Mar. 21, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | EARNINGS PER SHARE GAAP requires that earnings per share (“EPS”) calculations treat unvested share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents as a separate class of securities (participating securities) and that basic EPS be calculated using the two-class method. We have granted RSAs (as defined below) that contain non-forfeitable rights to dividends. Such awards are considered participating securities. The two-class method of computing EPS is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. We have also granted RSAs that contain forfeitable rights to dividends. These awards are not considered participating securities and are excluded from the basic weighted-average shares outstanding calculation. Basic EPS is computed utilizing the two-class method and is calculated on weighted-average number of common shares outstanding during the periods presented. Diluted EPS reflects the dilutive effect of equity based awards (potential common shares) that may share in the earnings of ClubCorp when such shares are either issued or vesting restrictions lapse. Diluted EPS is computed using the weighted-average number of common shares and potential common shares outstanding during the periods presented, utilizing the two-class method for unvested equity-based awards. Presented below is basic and diluted EPS for the twelve weeks ended March 21, 2017 and March 22, 2016 (in thousands, except per share amounts): Twelve Weeks Ended March 21, 2017 March 22, 2016 Basic Diluted Basic Diluted Numerator for earnings per share $ (7,654 ) $ (7,654 ) $ (8,540 ) $ (8,540 ) Weighted-average shares outstanding 64,442 64,442 64,474 64,474 Effect of dilutive equity-based awards — — — — Total Shares 64,442 64,442 64,474 64,474 Net loss attributable to ClubCorp per share $ (0.12 ) $ (0.12 ) $ (0.13 ) $ (0.13 ) The basis for the numerator for earnings per share is net loss attributable to ClubCorp. The numerator was adjusted by $0.1 million for the dividends allocated to participating securities during the twelve weeks ended March 21, 2017 and March 22, 2016 . Potential common shares are excluded from the calculation of diluted EPS when the effect of their inclusion would reduce our net loss per share and would be anti-dilutive. For the twelve weeks ended March 21, 2017 and March 22, 2016 there are 0.2 million and 0.1 million potential common shares excluded from the calculation of diluted EPS, respectively. |
EQUITY EQUITY
EQUITY EQUITY | 3 Months Ended |
Mar. 21, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | EQUITY Equity-Based Awards —We have granted equity-based awards to employees and non-employee directors in the form of restricted stock awards (“RSAs”), which restrictions will be removed upon satisfaction of time-based vesting requirements, subject to the holder remaining in continued service with us. We have also granted performance restricted stock units (“PSUs”) and “Adjusted EBITDA-Based PSUs”, both of which will convert into shares of our common stock upon satisfaction of (i) time-based vesting requirements and (ii) the applicable performance-based requirements subject to the holder remaining in continued service with us. The number of awards under the PSU and Adjusted EBITDA-Based PSU grants represents the target number of such units that may be earned. The PSU awards performance-based requirements are measured based on Holdings’ total shareholder return over the applicable performance periods compared with a peer group. The Adjusted EBITDA-Based PSU awards vest upon the achievement by the 2017 Same Store Clubs (as defined in the form of award), on a consolidated basis, of a specified level of Adjusted EBITDA for fiscal year 2018. We measure the cost of services rendered in exchange for equity-based awards based upon the grant date fair market value of the respective equity-based awards. The value is recognized over the requisite service period, which is generally the vesting period. The Adjusted EBITDA-Based PSU awards include performance conditions and expense is accrued when achievement of the performance conditions is considered probable. No expense has been recognized for these awards. The fair market value of each RSA was estimated using Holdings’ closing share price on the date of grant. The fair market value of each PSU was estimated on the date of grant using a Monte Carlo simulation analysis which generates a distribution of possible future stock prices for Holdings and the peer group from the grant date to the end of the applicable performance period. The fair market value of each Adjusted EBITDA-Based PSU was estimated using Holdings’ closing share price on the date of grant. The following table shows total equity-based compensation expense included in the consolidated condensed statements of operations: Twelve Weeks Ended March 21, 2017 March 22, 2016 Club operating costs exclusive of depreciation $ 763 $ 370 Selling, general and administrative 1,176 800 Pre-tax equity-based compensation expense 1,939 1,170 Less: benefit for income taxes (736 ) (437 ) Equity-based compensation expense, net of tax $ 1,203 $ 733 As of March 21, 2017 , there was approximately $22.4 million of unrecognized expense related to non-vested, equity-based awards granted to employees, which is expected to be recognized over a weighted average period of approximately 2.0 years . The Amended and Restated ClubCorp Holdings, Inc. 2012 Stock Award Plan (the “Stock Plan”) provides for an aggregate amount of no more than 4.0 million shares of common stock to be available for awards. The Stock Plan provides for the grant of stock options, restricted stock awards, restricted stock units, performance-based awards and other equity-based incentive awards. To date, we have granted RSAs, PSUs, Adjusted EBITDA-Based PSUs and restricted stock units (“RSUs”) under the Stock Plan. As of March 21, 2017 , approximately 0.7 million shares of common stock were available for future issuance under the Stock Plan. Treasury stock may be used to settle awards under the Stock Plan. The following table summarizes RSA, PSU and Adjusted EBITDA-Based PSU activity for the twelve weeks ended March 21, 2017 : 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 27, 2016 957,950 $ 12.73 871,370 $ 11.58 Granted 360,869 $ 16.80 296,765 $ 19.50 Vested (204,431) $ 13.68 — $ — Forfeited (34,869) $ 13.69 (61,172 ) $ 16.88 Canceled (72,783 ) $ 12.57 — $ — Non-vested balance at March 21, 2017 1,006,736 $ 13.97 1,106,963 $ 13.41 ______________________ (1) Includes PSUs and Adjusted EBITDA-Based PSUs. Dividends —The following is a summary of dividends declared or paid during the periods presented: Declaration Date Dividend Per Share Record Date Total Amount Payment Date Fiscal Year 2016 February 18, 2016 $ 0.13 April 5, 2016 $ 8,520 April 15, 2016 June 10, 2016 $ 0.13 July 1, 2016 $ 8,508 July 15, 2016 September 29, 2016 $ 0.13 October 10, 2016 $ 8,500 October 17, 2016 December 7, 2016 $ 0.13 January 6, 2017 $ 8,490 January 17, 2017 Fiscal Year 2017 February 9, 2017 $ 0.13 April 5, 2017 $ 8,522 April 17, 2017 Share Repurchase Plan —On February 24, 2016, we announced that our Board of Directors authorized a repurchase of up to $50.0 million of our common stock with an expiration date of December 31, 2017. The repurchase program may be executed from time to time, subject to general business and market conditions and other investment opportunities, through open market or privately negotiated transactions, including through plans designed under Rule 10b5-1 of the Securities Exchange Act of 1934. During the twelve weeks ended March 21, 2017 and March 22, 2016 , we did not purchase any shares under the share repurchase plan. As of March 21, 2017 , approximately $47.7 million remained authorized under the share repurchase plan. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 21, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES We routinely enter into contractual obligations to procure assets used in the day to day operations of our business and to invest in our information technology systems. As of March 21, 2017 , we had capital commitments of $29.1 million . We currently have sales and use tax audits in progress. We believe the potential for a liability related to the outcome of these audits may exist. However, we believe that the outcome of these audits would not materially affect our consolidated condensed financial statements. Certain of our Mexican subsidiaries are under audit by the Mexican taxing authorities for the 2008 and 2009 tax years. In 2013, we received two assessments, for approximately $3.0 million each, exclusive of penalties and interest, for two of our Mexican subsidiaries under audit for the 2008 tax year. We have taken the appropriate procedural steps to contest these assessments through the appropriate Mexican judicial channels. In March 2017, we received notice of a favorable ruling from the Mexican court presiding over one of the matters such that one of these two assessments was dismissed and is non-appealable by the Mexican taxing authorities. There is no impact to the financial statements from the dismissal as no liability had previously been recorded. We have not recorded a liability related to the remaining 2008 open uncertain tax position as we believe it is more likely than not that we will prevail based on the merits of our position. In 2014, we received an audit assessment for the 2009 tax year for another Mexican subsidiary. We have taken the appropriate procedural steps to contest the assessment through the appropriate Mexican judicial channels. We have recorded a liability related to an unrecognized tax benefit for $4.3 million , exclusive of penalties and interest, related to this audit. The unrecognized tax benefit has been recorded due to the technical nature of the tax filing position taken by our Mexican subsidiary and uncertainty around the ultimate outcome of this assessment, which we intend to continue to contest. We are currently under audit by state income tax authorities. We have received multiple assessments related to such audits and have an immaterial amount recorded within our state income tax payable as of March 21, 2017 . We are subject to certain pending or threatened litigation and other claims that arise in the ordinary course of business. While the outcome of such legal proceedings and other claims cannot be predicted with certainty, after review and consultation with legal counsel, we believe that any potential liability from these matters would not materially affect our consolidated condensed financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 21, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS We had receivables of $0.1 million and $0.2 million , as of March 21, 2017 and December 27, 2016 , respectively, for outstanding advances from a golf club joint venture in which we have an equity method investment. There were no material management fees recorded for the twelve weeks ended March 21, 2017 and March 22, 2016 . As of March 21, 2017 and December 27, 2016 , we had a receivable of $4.7 million and $3.5 million , respectively, for volume rebates from Avendra, LLC, the supplier firm in which we have an equity method investment. See Note 4 . |
SUBSEQUENT EVENTS SUBSEQUENT EV
SUBSEQUENT EVENTS SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 21, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On February 9, 2017 , our board of directors declared a cash dividend of $8.5 million , or $0.13 per share of common stock, to all common stockholders of record at the close of business on April 5, 2017 . This dividend was paid on April 17, 2017 . On April 11, 2017 , we purchased Oakhurst Country Club, a private golf club in Clarkston, Michigan, for a purchase price of $6.0 million . Due to the timing of this acquisition, the purchase price allocation was not yet available for disclosure as of the date these financial statements were available to be issued. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 21, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The consolidated condensed financial statements reflect the consolidated operations of ClubCorp, its wholly and majority owned subsidiaries and certain variable interest entities (“VIEs”) for which we are deemed to be the primary beneficiary. The consolidated condensed financial statements presented herein reflect our financial position, results of operations, cash flows and changes in equity in conformity with accounting principles generally accepted in the United States, or “GAAP”. All intercompany accounts have been eliminated. Investments in certain unconsolidated affiliates are accounted for by the equity method. See Note 4 . We have entered into agreements with third-party owners of clubs to act as a managing agent and provide certain services to the third party club owner in exchange for a management fee. The operations of managed clubs are not consolidated. We recognize the contractual management fees as revenue when earned. Additionally, we recognize reimbursements for certain costs of operations at certain managed clubs as revenue. The accompanying consolidated condensed financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been omitted from the accompanying financial 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 for the year ended December 27, 2016 . We believe that the accompanying consolidated condensed financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. 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. We have two reportable segments: (1) golf and country clubs and (2) business, sports and alumni clubs. These segments are managed separately and discrete financial information, including Adjusted EBITDA (“Adjusted EBITDA”), a key financial measurement of segment profit and loss, is reviewed regularly by our chief operating decision maker to evaluate performance and allocate resources. See Note 12 . |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes. Actual results could differ materially from such estimated amounts. |
Revenue Recognition | Revenue Recognition —Revenues from club operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales taxes. Revenues from membership dues are generally billed monthly and recognized in the period earned. At a majority of our private clubs, members are expected to pay an initiation fee or deposit upon their acceptance as a member to the club. In general, initiation fees are not refundable, whereas initiation deposits are not refundable until a fixed number of years (generally 30 ) after the date of acceptance of a member. We recognize revenue related to membership initiation fees and deposits over the expected life of an active membership. For membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized within club operations revenue over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability and accretes over the non-refundable term using the effective interest method with an interest rate defined as our incremental borrowing rate adjusted to reflect a 30 -year time frame. The accretion is included in interest expense . The majority of membership initiation fees received are not refundable and are deferred and recognized within club operations revenue on the consolidated condensed statements of operations over the expected life of an active membership. The expected lives of active memberships are calculated annually using historical attrition rates. Periods in which attrition rates differ significantly from enrollment rates could have a material effect on our consolidated condensed financial statements by decreasing or increasing the expected lives of active memberships, which in turn would affect the length of time over which we recognize initiation fee and deposit revenues. During the twelve weeks ended March 21, 2017 and March 22, 2016 , our estimated expected lives ranged from one to 20 years ; the weighted-average expected life of a golf and country club membership was approximately seven years and the expected life of a business, sports and alumni club membership was approximately three years. Membership initiation payments recognized within club operations revenue on the consolidated condensed statements of operations were $3.3 million and $3.3 million for the twelve weeks ended March 21, 2017 and March 22, 2016 , respectively. |
Revenue Recognition, Services, Refundable Fees for Services | Revenue Recognition —Revenues from club operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales taxes. Revenues from membership dues are generally billed monthly and recognized in the period earned. At a majority of our private clubs, members are expected to pay an initiation fee or deposit upon their acceptance as a member to the club. In general, initiation fees are not refundable, whereas initiation deposits are not refundable until a fixed number of years (generally 30 ) after the date of acceptance of a member. We recognize revenue related to membership initiation fees and deposits over the expected life of an active membership. For membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized within club operations revenue over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability and accretes over the non-refundable term using the effective interest method with an interest rate defined as our incremental borrowing rate adjusted to reflect a 30 -year time frame. The accretion is included in interest expense . The majority of membership initiation fees received are not refundable and are deferred and recognized within club operations revenue on the consolidated condensed statements of operations over the expected life of an active membership. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-9 (“ASU 2014-9”), Revenue from Contracts with Customers . ASU 2014-9 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. In August 2015, the FASB issued Accounting Standards Update No. 2015-14 which deferred the effective date of ASU 2014-9 to fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2017. We plan to adopt the ASU, as amended, in Q1 2018. In March 2016, the FASB issued Accounting Standards Update No. 2016-8 (“ASU 2016-8”) which clarified the revenue recognition implementation guidance on principal versus agent considerations and is effective during the same period as ASU 2014-9. In April 2016, the FASB issued Accounting Standards Update No. 2016-10 (“ASU 2016-10”) which clarified the revenue recognition guidance regarding the identification of performance obligations and the licensing implementation and is effective during the same period as ASU 2014-9. In May 2016, the FASB issued Accounting Standards Update No. 2016-12 (“ASU 2016-12”) which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition. ASU 2016-12 is effective during the same period as ASU 2014-9. The FASB allows two adoption methods under ASU 2014-9. Under one method, a company will apply the rules to contracts in all reporting periods presented, subject to certain allowable exceptions. Under the other method, a company will apply the rules to all contracts existing as of the first day of Q1 2018, recognizing in beginning retained earnings an adjustment for the cumulative effect of the change and providing additional disclosures comparing results to previous rules (“modified retrospective method”). We anticipate adopting the standard under the modified retrospective method. Although we are continuing to evaluate, upon initial qualitative evaluation, we believe the key changes in the standard that impact our revenue recognition relate to the allocation of contract revenues between various components of the contract which may constitute a performance obligation. These components include initiation payments to join one of our clubs and dues which provide for continued access to our clubs as well as charges for food and beverage, merchandise sales and other club services. We may discount any of these components as a promotion for new members. The revenues for these components may be recognized over varying time periods. Membership initiation payments recognized within club operations revenue on the consolidated statements of operations were $3.3 million for the twelve weeks ended March 21, 2017 , or approximately 1% of our consolidated total revenue on the consolidated statements of operations. We are still in the process of evaluating the quantitative impact of these changes; however, we cannot currently estimate the impact of change upon adoption, as the amount is dependent on the structure of our membership pricing structure and our employee incentive plans, which we frequently evaluate and adjust to respond to current market conditions. We also believe the requirement to defer incremental contract acquisition costs and recognize them over the contract period or expected membership life will result in the recognition of a deferred charge on our balance sheets, but cannot currently estimate the impact for the same reasons described above. In February 2016, the FASB issued Accounting Standards Update No. 2016-2 (“ASU 2016-2”), Leases (Topic 842). ASU 2016-2 requires the recognition of lease assets and lease liabilities by lessees for leases classified as operating leases under previous GAAP; however, ASU 2016-2 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that the effect of leases in the statement of operations and the statement of cash flows is largely unchanged from previous GAAP. ASU 2016-2 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2018. We plan to adopt ASU 2016-2 in Q1 2019. Although we are continuing to evaluate, upon initial qualitative evaluation, a key change upon adoption will be the balance sheet recognition of all leased assets and liabilities. Currently we lease many of our business clubs and a few of our golf and country clubs through operating leases which are not recognized on the balance sheet. We anticipate a right to use asset and a related lease liability will be recognized for these leases and potentially other contracts which qualify as leases. In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected credit losses during the period. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 will become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not anticipate the adoption will have a material impact of the guidance on its consolidated financial position and results of operations. In January 2017, the FASB issued Accounting Standards Update No. 2017-1 (“ASU 2017-1”), Business Combinations (Topic 805): Clarifying the Definition of a Business . Under ASC Topic 805, there are three elements of a business: inputs, processes, and outputs, which must be evaluated to determine if an asset or group of assets is a business. ASU 2017-1 provides a screen to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. ASU 2017-1 will become effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are still in the process of evaluating the quantitative impact of ASU 2017-1. In January 2017, the FASB issued Accounting Standards Update No. 2017-4 (“ASU 2017-4”), Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-4 eliminates Step 2 from the goodwill impairment test. Step 2 required an entity to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in a business combination. Instead, an entity should perform its goodwill impairment test and recognize an impairment charge by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-4 will become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Our goodwill impairment tests have not proceeded to Step 2 in any fiscal year presented and the estimated fair values of our golf and country clubs and business, sports and alumni clubs reporting units both exceeded their carrying values by a significant amount as of the date the analysis was last performed during fiscal year 2016. |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 21, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following summarizes the carrying amount and classification of the VIEs’ assets and liabilities in the consolidated balance sheets as of March 21, 2017 and December 27, 2016 , net of intercompany amounts: March 21, 2017 December 27, 2016 Current assets $ 1,149 $ 1,041 Fixed assets, net 9,427 9,489 Other assets 848 846 Total assets $ 11,424 $ 11,376 Current liabilities $ 1,318 $ 1,125 Long-term debt 12,921 13,035 Other long-term liabilities 25,160 24,906 Noncontrolling interest 5,319 5,401 Company capital (33,294 ) (33,091 ) Total liabilities and equity $ 11,424 $ 11,376 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 21, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | Debt —We estimate the fair value of our debt obligations, excluding capital lease obligations and loan origination fees, as follows, as of March 21, 2017 and December 27, 2016 : March 21, 2017 December 27, 2016 Recorded Value Fair Value Recorded Value Fair Value Level 2 (1) $ 996,363 $ 1,036,070 $ 996,199 $ 1,026,323 Level 3 51,784 42,898 50,274 41,467 Total $ 1,048,147 $ 1,078,968 $ 1,046,473 $ 1,067,790 ______________________ (1) The recorded value for Level 2 debt obligations is presented net of the $4.6 million and $4.8 million discount as of March 21, 2017 and December 27, 2016 , respectively, on the Secured Credit Facilities, as defined in Note 9 . |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 21, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, including capital lease assets, at cost consists of the following at March 21, 2017 and December 27, 2016 : March 21, 2017 December 27, 2016 Land and non-depreciable land improvements $ 603,674 $ 600,402 Depreciable land improvements 501,132 495,520 Buildings and recreational facilities 541,539 534,944 Machinery and equipment 306,647 299,900 Leasehold improvements 112,281 111,755 Furniture and fixtures 106,103 105,195 Construction in progress 24,966 18,434 2,196,342 2,166,150 Accumulated depreciation (631,963 ) (612,768 ) Total $ 1,564,379 $ 1,553,382 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 21, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Goodwill and other intangible assets consist of the following at March 21, 2017 and December 27, 2016 : March 21, 2017 December 27, 2016 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 2,152 2,152 Intangible assets with finite lives: Member Relationships 2-5 years 2,166 $ (1,893 ) 273 2,866 $ (2,553 ) 313 Management Contracts 5-10 years 3,580 (1,608 ) 1,972 3,580 (1,487 ) 2,093 Total $ 32,688 $ (3,501 ) $ 29,187 $ 33,388 $ (4,040 ) $ 29,348 Goodwill $ 312,811 $ 312,811 $ 312,811 $ 312,811 |
Schedule of Goodwill | The following table shows goodwill activity by reporting unit. No impairments have been recorded for either reporting unit. Golf & Country Clubs Business, Sports & Alumni Clubs Total December 27, 2016 $ 167,460 $ 145,351 $ 312,811 March 21, 2017 $ 167,460 $ 145,351 $ 312,811 |
CURRENT AND LONG-TERM LIABILI30
CURRENT AND LONG-TERM LIABILITIES (Tables) | 3 Months Ended |
Mar. 21, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Current liabilities consist of the following at March 21, 2017 and December 27, 2016 : March 21, 2017 December 27, 2016 Accrued compensation $ 21,775 $ 25,367 Accrued interest 14,052 7,978 Other accrued expenses 11,840 9,194 Total accrued expenses $ 47,667 $ 42,539 Taxes payable other than federal income taxes (1) $ 13,769 $ 19,256 Total accrued taxes $ 13,769 $ 19,256 Advance event and other deposits $ 33,656 $ 20,051 Unearned dues 26,298 16,795 Deferred membership revenues 11,788 12,083 Insurance reserves 9,985 9,704 Dividends to owners declared, but unpaid 8,522 8,582 Other current liabilities 3,676 3,877 Total other current liabilities $ 93,925 $ 71,092 ______________________ (1) We had no federal income taxes payable as of March 21, 2017 and December 27, 2016 . Other long-term liabilities consist of the following at March 21, 2017 and December 27, 2016 : March 21, 2017 December 27, 2016 Uncertain tax positions $ 7,840 $ 7,049 Deferred membership revenues 45,505 46,089 Casualty insurance loss reserves - long-term portion 21,058 19,851 Above market lease intangibles 230 251 Deferred rent 31,835 32,316 Accrued interest on notes payable related to Non-Core Development Entities 24,544 24,298 Other 3,010 3,055 Total other long-term liabilities $ 134,022 $ 132,909 |
DEBT AND CAPITAL LEASES (Tables
DEBT AND CAPITAL LEASES (Tables) | 3 Months Ended |
Mar. 21, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term borrowings and lease commitments as of March 21, 2017 and December 27, 2016 , are summarized below: March 21, 2017 December 27, 2016 Carrying Value Interest Rate Carrying Value Interest Rate Interest Rate Calculation Maturity Secured Credit Facilities Term Loan, gross of discount 651,000 4.00 % 651,000 4.00 % Greater of (i) 4.0% or (ii) an elected LIBOR + 3.0% 2022 Revolving Credit Borrowings - ($175,000 capacity) (1) — 3.98 % — 3.77 % LIBOR plus a margin of 3.0% 2021 2015 Senior Notes 350,000 8.25 % 350,000 8.25 % Fixed 2023 Wells Fargo Mortgage Loan 36,622 3.68 % 36,811 3.67 % 2.90% plus the greater of (i) one month LIBOR or (ii) 0.25% 2019 Notes payable related to certain Non-Core Development Entities 11,837 9.00 % 11,837 9.00 % Fixed (2) Other indebtedness 3,326 3.71% - 6.00% 1,626 4.75% - 6.00% Fixed Various 1,052,785 1,051,274 Capital leases 50,887 52,207 Total obligation 1,103,672 1,103,481 Less net loan origination fees included in long-term debt (11,611 ) (12,187 ) Less current portion (19,811 ) (19,422 ) Less discount on the Secured Credit Facilities’ Term Loan (4,638 ) (4,801 ) Long-term debt $ 1,067,612 $ 1,067,071 ______________________ (1) As of March 21, 2017 , 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. |
Schedule of Maturities of Long-term Debt | The amount of long-term debt maturing in each of the five years subsequent to 2016 and thereafter is as follows. This table reflects the contractual maturity dates as of March 21, 2017 . Year Debt Capital Leases Total Remainder of 2017 $ 803 $ 14,387 $ 15,190 2018 1,086 16,241 17,327 2019 35,565 11,438 47,003 2020 197 6,333 6,530 2021 136 2,484 2,620 Thereafter 1,014,998 4 1,015,002 Total $ 1,052,785 $ 50,887 $ 1,103,672 |
NEW AND ACQUIRED CLUBS AND CL32
NEW AND ACQUIRED CLUBS AND CLUB DIVESTITURES NEW AND ACQUIRED CLUBS AND CLUB DIVESTITURES (Tables) | 3 Months Ended |
Mar. 21, 2017 | |
Norbeck Country Club [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Norbeck Country Club —On March 14, 2017 , we purchased Norbeck Country Club, a private golf club in Rockville, Maryland, for net cash consideration of $6.8 million . We recorded the following major categories of assets and liabilities, which are subject to change until our information is finalized, no later than twelve months from the acquisition date: March 14, 2017 Land, depreciable land improvements and property and equipment $ 7,177 Inventory and prepaid assets 63 Other current liabilities (174 ) Long-term debt (obligation related to capital leases) (283 ) Total $ 6,783 |
North Hills Country Club [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | North Hills Country Club —On February 21, 2017 , we purchased North Hills Country Club, a private golf club in Glenside, Pennsylvania, for net cash consideration of $2.5 million . We recorded the following major categories of assets and liabilities, which are subject to change until our information is finalized, no later than twelve months from the acquisition date: February 21, 2017 Land, depreciable land improvements and property and equipment $ 2,737 Inventory and prepaid assets 140 Other current liabilities (61 ) Long-term debt (obligation related to capital leases) (301 ) Total $ 2,515 |
Eagle's Nest Country Club [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Eagle’s Nest Country Club —On February 7, 2017 , we purchased Eagle’s Nest Country Club, a private golf club in Phoenix, Maryland, for a contractual purchase price of $2.5 million , which was satisfied by our assumption of an interest-free loan of $2.5 million with Eagle’s Nest Funding, LLC with a maturity of October 6, 2031 . As of the date of acquisition, the note had a fair value of $1.8 million and an effective interest rate of 3.71% . We recorded the following major categories of assets and liabilities, which are subject to change until our information is finalized, no later than twelve months from the acquisition date: February 7, 2017 Land, depreciable land improvements and property and equipment $ 2,066 Inventory and prepaid assets 83 Other current liabilities (76 ) Long-term debt (includes interest free loan and obligation related to capital leases) (2,072 ) Total $ 1 |
Heritage Golf Club [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Heritage Golf Club —On August 30, 2016 , we purchased Heritage Golf Club, a private golf club in Hilliard, Ohio, for a purchase price and net cash consideration of $3.2 million . We recorded the following major categories of assets and liabilities: August 30, 2016 Land, depreciable land improvements and property and equipment $ 3,407 Receivables, net of allowances of $6 202 Inventory and prepaid assets 156 Other current liabilities and accrued taxes (271 ) Long-term debt (obligation related to capital leases) (301 ) Total $ 3,193 |
Santa Rosa Golf and Country Club [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Santa Rosa Golf and Country Club —On March 15, 2016 , we purchased Santa Rosa Golf and Country Club, a private golf club in Santa Rosa, California, for a purchase price and net cash consideration of $2.5 million . We recorded the following major categories of assets and liabilities: 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 |
Marsh Creek Country Club [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Marsh Creek Country Club —On February 2, 2016 , we purchased Marsh Creek Country Club, a private golf club in St. Augustine, Florida, for a purchase price of $4.5 million and net cash consideration of $4.1 million . We recorded the following major categories of assets and liabilities: 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 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 21, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The table below shows summarized financial information by segment for the twelve weeks ended March 21, 2017 and March 22, 2016 : Twelve Weeks Ended March 21, 2017 March 22, 2016 Revenues Golf and Country Clubs (1) $ 179,915 $ 172,602 Business, Sports and Alumni Clubs (1) 39,891 39,642 Other operations 3,959 3,516 Elimination of intersegment revenues and segment reporting adjustments (2,894 ) (3,098 ) Revenues relating to divested clubs (2) 407 2,211 Total consolidated revenues $ 221,278 $ 214,873 Golf and Country Clubs Adjusted EBITDA $ 52,822 $ 50,123 Business, Sports and Alumni Clubs Adjusted EBITDA $ 6,664 $ 7,274 ______________________ (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 (“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 March 21, 2017 December 27, 2016 Golf and Country Clubs $ 1,586,163 $ 1,557,489 Business, Sports and Alumni Clubs 84,095 88,967 Other operations 456,841 482,258 Consolidated $ 2,127,099 $ 2,128,714 The following table presents revenue by product type: Twelve Weeks Ended March 21, 2017 March 22, 2016 Revenues by Type Dues $ 119,867 $ 116,118 Food and beverage 54,061 52,856 Golf 27,498 26,274 Other 19,852 19,625 Total $ 221,278 $ 214,873 The table below provides a reconciliation of Golf and Country Clubs Adjusted EBITDA and Business, Sports and Alumni Adjusted EBITDA to loss before income taxes for the twelve weeks ended March 21, 2017 and March 22, 2016 : Twelve Weeks Ended March 21, 2017 March 22, 2016 Golf and Country Clubs Adjusted EBITDA $ 52,822 $ 50,123 Business, Sports and Alumni Clubs Adjusted EBITDA 6,664 7,274 Interest expense (19,550 ) (20,420 ) Interest and investment income 165 126 Depreciation and amortization (24,996 ) (24,214 ) Impairments and disposition of assets (1) (2,934 ) (2,917 ) Loss from divested clubs (2) (217 ) (458 ) Non-cash adjustments (3) — (463 ) Acquisition related costs (4) (595 ) (686 ) Capital structure costs (5) — (742 ) Centralization and transformation costs (6) (2,398 ) (2,418 ) Other adjustments (7) (2,230 ) (1,086 ) Equity-based compensation expense (8) (1,939 ) (1,170 ) Deferred revenue adjustment (9) (1,066 ) (1,392 ) Corporate expenses and other operations (10) (15,745 ) (15,407 ) Loss before income taxes $ (12,019 ) $ (13,850 ) ______________________ (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 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 (‘‘SOX 404(b)’’), which were primarily incurred in fiscal year 2015 and the twelve weeks ended March 22, 2016, and related centralization and transformation of administrative processes, finance processes and related IT systems. (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, expenses paid to an affiliate of KSL and legal settlements. (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 on September 30, 2014 . (10) 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. |
EARNINGS PER SHARE EARNINGS P34
EARNINGS PER SHARE EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 21, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Presented below is basic and diluted EPS for the twelve weeks ended March 21, 2017 and March 22, 2016 (in thousands, except per share amounts): Twelve Weeks Ended March 21, 2017 March 22, 2016 Basic Diluted Basic Diluted Numerator for earnings per share $ (7,654 ) $ (7,654 ) $ (8,540 ) $ (8,540 ) Weighted-average shares outstanding 64,442 64,442 64,474 64,474 Effect of dilutive equity-based awards — — — — Total Shares 64,442 64,442 64,474 64,474 Net loss attributable to ClubCorp per share $ (0.12 ) $ (0.12 ) $ (0.13 ) $ (0.13 ) |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 21, 2017 | |
Equity [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The following table shows total equity-based compensation expense included in the consolidated condensed statements of operations: Twelve Weeks Ended March 21, 2017 March 22, 2016 Club operating costs exclusive of depreciation $ 763 $ 370 Selling, general and administrative 1,176 800 Pre-tax equity-based compensation expense 1,939 1,170 Less: benefit for income taxes (736 ) (437 ) Equity-based compensation expense, net of tax $ 1,203 $ 733 |
Schedule of Share-based Compensation, Activity [Table Text Block] | The following table summarizes RSA, PSU and Adjusted EBITDA-Based PSU activity for the twelve weeks ended March 21, 2017 : 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 27, 2016 957,950 $ 12.73 871,370 $ 11.58 Granted 360,869 $ 16.80 296,765 $ 19.50 Vested (204,431) $ 13.68 — $ — Forfeited (34,869) $ 13.69 (61,172 ) $ 16.88 Canceled (72,783 ) $ 12.57 — $ — Non-vested balance at March 21, 2017 1,006,736 $ 13.97 1,106,963 $ 13.41 |
Dividends Declared [Table Text Block] | Dividends —The following is a summary of dividends declared or paid during the periods presented: Declaration Date Dividend Per Share Record Date Total Amount Payment Date Fiscal Year 2016 February 18, 2016 $ 0.13 April 5, 2016 $ 8,520 April 15, 2016 June 10, 2016 $ 0.13 July 1, 2016 $ 8,508 July 15, 2016 September 29, 2016 $ 0.13 October 10, 2016 $ 8,500 October 17, 2016 December 7, 2016 $ 0.13 January 6, 2017 $ 8,490 January 17, 2017 Fiscal Year 2017 February 9, 2017 $ 0.13 April 5, 2017 $ 8,522 April 17, 2017 |
ORGANIZATION Details of Segment
ORGANIZATION Details of Segments and Clubs (Details) | Mar. 21, 2017Club |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of Golf Clubs Owned, Leased or Operated through Joint Venture | 153 |
Number of Golf Clubs Managed | 9 |
Number of Business, Sports & Alumni Clubs Owned, Leased or Operated through Joint Venture | 42 |
Number of Business Sports & Alumni Clubs Managed | 3 |
Number of States in which Entity Operates | 27 |
Number of Foreign Countries in which Entity Operates | 2 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 21, 2017 | Mar. 22, 2016 | |
Accounting Policies [Line Items] | ||
Membership deposits nonrefundable term (years) | 30 years | |
Membership initiation fees and deposits revenue | $ 3.3 | $ 3.3 |
Minimum [Member] | ||
Accounting Policies [Line Items] | ||
Estimated Expected Membership Lives | 1 year | 1 year |
Maximum | ||
Accounting Policies [Line Items] | ||
Estimated Expected Membership Lives | 20 years | 20 years |
Weighted Average [Member] | ||
Accounting Policies [Line Items] | ||
Golf & Country Membership Expected Lives | 7 years | 7 years |
Business, Sports & Alumni Membership Expected Lives | 3 years | 3 years |
VARIABLE INTEREST ENTITIES (Nar
VARIABLE INTEREST ENTITIES (Narrative) (Details) $ in Thousands | 3 Months Ended | |
Mar. 21, 2017USD ($)Entity | Dec. 27, 2016USD ($) | |
Variable Interest Entity [Line Items] | ||
Number of variable interest entities (VIEs) | Entity | 3 | |
Variable Interest Entities Assets | $ 11,424 | $ 11,376 |
Total assets of the entity | 11,400 | $ 11,400 |
Variable Interest Entity One | Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity financial support | 600 | |
Variable Interest Entities Assets | 3,900 | |
Variable Interest Entity One and Two | Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity financial support | 5,200 | |
Variable Interest Entities Assets | $ 6,700 |
VARIABLE INTEREST ENTITIES (Sch
VARIABLE INTEREST ENTITIES (Schedule of Classification and Carrying Amounts of Variable Interest Entities Assets and Liabilities Net) (Details) - USD ($) $ in Thousands | Mar. 21, 2017 | Dec. 27, 2016 |
Variable Interest Entity [Line Items] | ||
Variable Interest Entities Assets | $ 11,424 | $ 11,376 |
Variable Interest Entities Assets and Liabilities, Net | 11,424 | 11,376 |
Current assets | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entities Assets | 1,149 | 1,041 |
Fixed assets, net | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entities Assets | 9,427 | 9,489 |
Other assets | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entities Assets | 848 | 846 |
Current liabilities | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entities Liabilities | 1,318 | 1,125 |
Long-term debt | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entities Liabilities | 12,921 | 13,035 |
Other long-term liabilities | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entities Liabilities | 25,160 | 24,906 |
Noncontrolling interest | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entities Assets and Liabilities, Net | 5,319 | 5,401 |
Company capital | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entities Assets and Liabilities, Net | $ (33,294) | $ (33,091) |
INVESTMENTS (Narrative) (Detail
INVESTMENTS (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 21, 2017 | Mar. 22, 2016 | Dec. 27, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 0.4 | $ 0.4 | |
Avendra LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 3.4 | $ 1.1 | |
Equity method investment ownership percentage | 10.20% | ||
Volume rebates | $ 0 | $ 0 |
FAIR VALUE (Schedule of Fair Va
FAIR VALUE (Schedule of Fair Value) (Details) - USD ($) $ in Thousands | Mar. 21, 2017 | Dec. 27, 2016 |
Secured Credit Facilities Term Loan | Secured Debt [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | $ 4,600 | $ 4,800 |
Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt obligations | 1,048,147 | 1,046,473 |
Reported Value Measurement [Member] | Level 2 (1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt obligations | 996,363 | 996,199 |
Reported Value Measurement [Member] | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt obligations | 51,784 | 50,274 |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt obligations | 1,078,968 | 1,067,790 |
Estimate of Fair Value Measurement [Member] | Level 2 (1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt obligations | 1,036,070 | 1,026,323 |
Estimate of Fair Value Measurement [Member] | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt obligations | $ 42,898 | $ 41,467 |
PROPERTY AND EQUIPMENT (Schedul
PROPERTY AND EQUIPMENT (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Mar. 21, 2017 | Dec. 27, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,196,342 | $ 2,166,150 |
Accumulated depreciation | (631,963) | (612,768) |
Total | 1,564,379 | 1,553,382 |
Land and non-depreciable land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 603,674 | 600,402 |
Depreciable land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 501,132 | 495,520 |
Buildings and recreational facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 541,539 | 534,944 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 306,647 | 299,900 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 112,281 | 111,755 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 106,103 | 105,195 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 24,966 | $ 18,434 |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 21, 2017 | Mar. 22, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Proceeds from insurance | $ 60 | $ 0 |
GOODWILL AND INTANGIBLE ASSET44
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 21, 2017 | Mar. 22, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization | $ 161 | $ 540 |
Intangible Asset Disposals | 700 | 0 |
Impairment Of Assets [Member] | Fair Value, Inputs, Level 3 [Member] | Management Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Finite-lived | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET45
GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets and Goodwill) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 21, 2017 | Mar. 22, 2016 | Dec. 27, 2016 | |
Indefinite Lived, Finite-Lived Intangible Assets and Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | $ 32,688 | $ 33,388 | |
Accumulated Amortization | (3,501) | (4,040) | |
Intangible Assets, Net (Excluding Goodwill) | 29,187 | 29,348 | |
Goodwill | 312,811 | 312,811 | |
Intangible Asset Disposals | 700 | $ 0 | |
Member Relationships | |||
Indefinite Lived, Finite-Lived Intangible Assets and Goodwill [Line Items] | |||
Intangible assets with finite lives | 2,166 | 2,866 | |
Finite-Lived Intangible Assets, Net | 273 | 313 | |
Accumulated Amortization | (1,893) | (2,553) | |
Management Contracts | |||
Indefinite Lived, Finite-Lived Intangible Assets and Goodwill [Line Items] | |||
Intangible assets with finite lives | 3,580 | 3,580 | |
Finite-Lived Intangible Assets, Net | 1,972 | 2,093 | |
Accumulated Amortization | (1,608) | (1,487) | |
Trade names | |||
Indefinite Lived, Finite-Lived Intangible Assets and Goodwill [Line Items] | |||
Intangible assets with indefinite lives | 24,790 | 24,790 | |
Liquor Licenses | |||
Indefinite Lived, Finite-Lived Intangible Assets and Goodwill [Line Items] | |||
Intangible assets with indefinite lives | $ 2,152 | $ 2,152 | |
Minimum [Member] | Member Relationships | |||
Indefinite Lived, Finite-Lived Intangible Assets and Goodwill [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||
Minimum [Member] | Management Contracts | |||
Indefinite Lived, Finite-Lived Intangible Assets and Goodwill [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Maximum [Member] | Member Relationships | |||
Indefinite Lived, Finite-Lived Intangible Assets and Goodwill [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Maximum [Member] | Management Contracts | |||
Indefinite Lived, Finite-Lived Intangible Assets and Goodwill [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Fair Value, Inputs, Level 3 [Member] | Impairment Of Assets [Member] | Management Contracts | |||
Indefinite Lived, Finite-Lived Intangible Assets and Goodwill [Line Items] | |||
Impairment of Intangible Assets, Finite-lived | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET46
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | Mar. 21, 2017 | Dec. 27, 2016 |
Goodwill [Roll Forward] | ||
Goodwill | $ 312,811 | $ 312,811 |
Golf and Country Clubs | ||
Goodwill [Roll Forward] | ||
Goodwill | 167,460 | 167,460 |
Business, Sports and Alumni Clubs | ||
Goodwill [Roll Forward] | ||
Goodwill | $ 145,351 | $ 145,351 |
CURRENT AND LONG-TERM LIABILI47
CURRENT AND LONG-TERM LIABILITIES (Schedule of Current Liabilities) (Details) - USD ($) $ in Thousands | Mar. 21, 2017 | Dec. 27, 2016 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 21,775 | $ 25,367 |
Accrued interest | 14,052 | 7,978 |
Other accrued expenses | 11,840 | 9,194 |
Total accrued expenses | 47,667 | 42,539 |
Accrual for Taxes Other than Income Taxes, Current | 13,769 | 19,256 |
Accrued Income Taxes, Current | 0 | 0 |
Total accrued taxes | 13,769 | 19,256 |
Advance event and other deposits | 33,656 | 20,051 |
Unearned dues | 26,298 | 16,795 |
Deferred membership revenues | 11,788 | 12,083 |
Insurance reserves | 9,985 | 9,704 |
Dividends to owners declared, but unpaid | 8,522 | 8,582 |
Other current liabilities | 3,676 | 3,877 |
Total other current liabilities | $ 93,925 | $ 71,092 |
CURRENT AND LONG-TERM LIABILI48
CURRENT AND LONG-TERM LIABILITIES (Schedule of Other Long Term Liabilities) (Details) - USD ($) $ in Thousands | Mar. 21, 2017 | Dec. 27, 2016 |
Payables and Accruals [Abstract] | ||
Uncertain tax positions | $ 7,840 | $ 7,049 |
Deferred membership revenues | 45,505 | 46,089 |
Casualty insurance loss reserves - long-term portion | 21,058 | 19,851 |
Above market lease intangibles | 230 | 251 |
Deferred rent | 31,835 | 32,316 |
Accrued interest on notes payable related to Non-Core Development Entities | 24,544 | 24,298 |
Other | 3,010 | 3,055 |
Total other long-term liabilities | $ 134,022 | $ 132,909 |
DEBT AND CAPITAL LEASES (Narrat
DEBT AND CAPITAL LEASES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 21, 2017 | Mar. 22, 2016 | Dec. 27, 2016 | Aug. 09, 2016 | Dec. 15, 2015 | |
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 1,052,785 | $ 1,051,274 | |||
Revolving Credit Facility [Member] | Secured Credit Facilities Revolving Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 0 | $ 0 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.98% | 3.77% | |||
Secured Debt [Member] | Secured Credit Facilities Term Loan | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 145,000 | ||||
Line of Credit Facility, Current Borrowing Capacity | 175,000 | ||||
Letters of Credit Outstanding, Amount | 30,000 | ||||
Line of Credit Facility, Additional Borrowing Capacity | 125,000 | ||||
Unsecured Debt [Member] | Senior Unsecured Notes 2015 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 350,000 | ||||
Long-term Debt, Gross | $ 350,000 | $ 350,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.25% | 8.25% | 8.25% | ||
Notes Payable, Other Payables [Member] | Other Notes related to Non Core Development Entities [Member] [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 11,837 | $ 11,837 | |||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | |||
Mortgages [Member] | Wells Fargo Mortgage Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Mortgage Loan Mortgage Obligation Face Amount | $ 37,000 | ||||
Long-term Debt, Gross | $ 36,622 | $ 36,811 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.68% | 3.67% | |||
Secured Debt [Member] | Secured Debt [Member] | Secured Credit Facilities Term Loan | |||||
Debt Instrument [Line Items] | |||||
Senior Secured Leverage Ratio Required for Additional Revolver Capacity | 3.50 | ||||
Senior Secured Leverage Ratio Requirement | 4.50 | ||||
Total Leverage Ratio Required | 5.75 | ||||
Senior Secured Leverage Ratio Actual | 2.88 | ||||
Total Leverage Ratio Actual Amount | 4.27 | ||||
Long-term Debt, Gross | $ 651,000 | $ 651,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | 4.00% | |||
Option 1 [Member] | Secured Debt [Member] | Secured Credit Facilities Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | 4.00% | |||
Libor Rate [Member] | Revolving Credit Facility Tranche B [Member] | Secured Credit Facilities Revolving Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | 3.00% | |||
Libor Rate [Member] | Option 2 [Member] | Secured Debt [Member] | Secured Credit Facilities Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Variable Percentage | 3.00% | 3.00% | |||
Thirty Days Libor [Member] | Option 1 [Member] | Mortgages [Member] | Wells Fargo Mortgage Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.90% | 2.90% | |||
Debt Instrument, Interest Rate, Variable Percentage | 2.90% | ||||
Minimum [Member] | Notes Payable, Other Payables [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.71% | 4.75% | |||
Minimum [Member] | Option 2 [Member] | Mortgages [Member] | Wells Fargo Mortgage Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | 0.25% | 0.25% | ||
Maximum [Member] | Notes Payable, Other Payables [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% |
DEBT AND CAPITAL LEASES (Schedu
DEBT AND CAPITAL LEASES (Schedule of Long Term Debt and Capital Leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 21, 2017 | Mar. 22, 2016 | Dec. 27, 2016 | Aug. 09, 2016 | Dec. 15, 2015 | |
Debt Instrument [Line Items] | |||||
Long-term Debt Carrying Value | $ 1,052,785 | $ 1,051,274 | |||
Capital leases | 50,887 | 52,207 | |||
Long Term Debt and Capital Lease Obligations Current and Noncurrent | 1,103,672 | 1,103,481 | |||
Less current portion | (19,811) | (19,422) | |||
Long-term debt | 1,067,612 | 1,067,071 | |||
Unsecured Debt | Senior Unsecured Notes 2015 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt Carrying Value | $ 350,000 | $ 350,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.25% | 8.25% | 8.25% | ||
Secured Debt [Member] | Secured Credit Facilities Term Loan | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 145,000 | ||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | $ (4,600) | $ (4,800) | |||
Secured Debt [Member] | Secured Credit Facilities Term Loan | Fixed rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | 4.00% | |||
Secured Debt [Member] | Secured Credit Facilities Term Loan | Fixed plus variable rate | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Variable Percentage | 3.00% | 3.00% | |||
Revolving Credit Facility [Member] | Secured Credit Facilities Revolving Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt Carrying Value | $ 0 | $ 0 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.98% | 3.77% | |||
Mortgages [Member] | Wells Fargo Mortgage Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt Carrying Value | $ 36,622 | $ 36,811 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.68% | 3.67% | |||
Mortgages [Member] | Wells Fargo Mortgage Loan [Member] | Fixed rate | Thirty Days Libor [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.90% | 2.90% | |||
Debt Instrument, Interest Rate, Variable Percentage | 2.90% | ||||
Notes Payable, Other Payables [Member] | Other Notes related to Non Core Development Entities [Member] [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt Carrying Value | $ 11,837 | $ 11,837 | |||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | |||
Notes Payable, Other Payables [Member] | Other notes | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt Carrying Value | $ 3,326 | $ 1,626 | |||
Minimum [Member] | Mortgages [Member] | Wells Fargo Mortgage Loan [Member] | Fixed plus variable rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | 0.25% | 0.25% | ||
Minimum [Member] | Notes Payable, Other Payables [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.71% | 4.75% | |||
Maximum [Member] | Notes Payable, Other Payables [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||
Secured Debt [Member] | Secured Debt [Member] | Secured Credit Facilities Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt Carrying Value | $ 651,000 | $ 651,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | 4.00% | |||
Loan Discount [Member] | Secured Debt [Member] | Secured Credit Facilities Term Loan | |||||
Debt Instrument [Line Items] | |||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | $ (4,638) | $ (4,801) | |||
Loan Origination Fees [Member] | |||||
Debt Instrument [Line Items] | |||||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | $ (11,611) | $ (12,187) |
DEBT AND CAPITAL LEASES (Sche51
DEBT AND CAPITAL LEASES (Schedule of Long Term Debt maturities) (Details) - USD ($) $ in Thousands | Mar. 21, 2017 | Dec. 27, 2016 |
Debt Disclosure [Abstract] | ||
Debt, Remainder of 2016 | $ 803 | |
Capital Leases, Remainder of 2016 | 14,387 | |
Total, 2016 | 15,190 | |
Debt, 2017 | 1,086 | |
Capital Leases, 2017 | 16,241 | |
Total, 2017 | 17,327 | |
Debt, 2018 | 35,565 | |
Capital Leases, 2018 | 11,438 | |
Total, 2018 | 47,003 | |
Debt, 2019 | 197 | |
Capital Leases, 2019 | 6,333 | |
Total, 2019 | 6,530 | |
Debt, 2020 | 136 | |
Capital Leases, 2020 | 2,484 | |
Total, 2020 | 2,620 | |
Debt, Thereafter | 1,014,998 | |
Capital Leases, Thereafter | 4 | |
Total, Thereafter | 1,015,002 | |
Total, Debt | 1,052,785 | |
Total, Capital Leases | 50,887 | $ 52,207 |
Long Term Debt and Capital Lease Obligations Current and Noncurrent | $ 1,103,672 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 21, 2017USD ($) | Mar. 22, 2016 | Dec. 27, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |||
Foreign Jurisdictions in which the entity files Income Tax Returns | 3 | ||
Effective Income Tax Rate Reconciliation, Percent | 37.50% | 40.00% | |
Federal statutory rate | 35.00% | 35.00% | |
Uncertain tax positions | $ 7,840 | $ 7,049 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 3,300 | $ 2,900 | |
Unrecognized Tax Benefits Maximum Impact To Effective Tax Rate | 4,500 | ||
Tax Audit Year 2008 [Domain] | |||
Income Tax Contingency [Line Items] | |||
Tax Contingencies Subject To Compromise, Not Recorded | 3,000 | ||
Tax Audit Year 2009 [Domain] | |||
Income Tax Contingency [Line Items] | |||
Unrecognized Tax Benefits | $ 4,300 |
NEW AND ACQUIRED CLUBS AND CL53
NEW AND ACQUIRED CLUBS AND CLUB DIVESTITURES (Schedule of Recognized Indentifiable Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Mar. 21, 2017 | Mar. 14, 2017 | Feb. 21, 2017 | Feb. 07, 2017 | Aug. 30, 2016 | Mar. 15, 2016 | Feb. 02, 2016 | |
Heritage Golf Club [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 3,175 | ||||||
Business Combination, Consideration Transferred | 3,200 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 202 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 156 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3,407 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (271) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (301) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 3,193 | ||||||
Receivables, allowances | $ (6) | ||||||
Norbeck Country Club [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | 6,800 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | $ 63 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 7,177 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (174) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (283) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 6,783 | ||||||
North Hills Country Club [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | 2,500 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | $ 140 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,737 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (61) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (301) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 2,515 | ||||||
Eagle's Nest Country Club [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | 2,500 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | $ 83 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,066 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (76) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (2,072) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 1 | ||||||
Santa Rosa Golf and Country Club [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | 2,450 | ||||||
Business Combination, Consideration Transferred | 2,500 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | $ 267 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,558 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (153) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (178) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 2,494 | ||||||
Marsh Creek Country Club [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | 4,500 | ||||||
Business Combination, Consideration Transferred | 4,100 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | $ 92 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,491 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (477) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 4,106 | ||||||
Long-term Debt, Gross [Member] | Eagle's Nest Country Club [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Loans Assumed | 2,500 | ||||||
Long-term Debt, Fair Value [Member] | Eagle's Nest Country Club [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Loans Assumed | $ 1,800 | ||||||
Notes Payable, Other Payables [Member] | Eagle's Nest Country Club [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.71% |
NEW AND ACQUIRED CLUBS AND CL54
NEW AND ACQUIRED CLUBS AND CLUB DIVESTITURES Club Dispositions (Details) | 3 Months Ended |
Mar. 21, 2017 | |
Disposal Group, Not Discontinued Operations [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Management Agreement Terminations | 2 |
SEGMENT INFORMATION (Schedule o
SEGMENT INFORMATION (Schedule of Segment Reporting Information, by Segment) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 21, 2017USD ($)Reportable_Segment | Mar. 22, 2016USD ($) | Dec. 27, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Reportable_Segment | 2 | ||
Revenues | $ 221,278 | $ 214,873 | |
Total Assets | 2,127,099 | $ 2,128,714 | |
Interest and investment income | (165) | (126) | |
Depreciation and amortization | (24,996) | (24,214) | |
Interest Expense | 19,550 | 20,420 | |
Interest and investment income | (1,066) | (1,392) | |
Loss On Disposals and Impairment Of Assets | (2,934) | (2,917) | |
Income/Loss from Discontinued and Divested Operations | (217) | (458) | |
EBITDA to Adjusted EBITDA Reconciliation, Non-cash adjustments | 0 | (463) | |
EBITDA to Adjusted EBITDA Reconciliation, Acquisition related costs | (595) | (686) | |
EBITDA to Adjusted EBITDA Reconciliation, Capital structure costs | 0 | (742) | |
EBITDA to Adjusted EBITDA Reconciliation, Centralization and transformation costs | (2,398) | (2,418) | |
EBITDA to Adjusted EBITDA Reconciliation, Other adjustments | (2,230) | (1,086) | |
Share-based Compensation | (1,939) | (1,170) | |
Corporate expenses and other operations Earnings Before Interest Taxes Depreciation Amortization | (15,745) | (15,407) | |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (12,019) | (13,850) | |
Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 3,959 | 3,516 | |
Total Assets | 456,841 | 482,258 | |
Elimination of intersegment revenues and segment reporting adjustments | |||
Segment Reporting Information [Line Items] | |||
Revenues | (2,894) | (3,098) | |
Revenues relating to divested clubs (2) | |||
Segment Reporting Information [Line Items] | |||
Revenues | 407 | 2,211 | |
Golf and Country Clubs | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 179,915 | 172,602 | |
Total Assets | 1,586,163 | 1,557,489 | |
EBITDA | 52,822 | 50,123 | |
Business, Sports and Alumni Clubs | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 39,891 | 39,642 | |
Total Assets | 84,095 | $ 88,967 | |
EBITDA | 6,664 | 7,274 | |
Membership Dues Revenue [Domain] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 119,867 | 116,118 | |
Food and Beverage Revenue [Domain] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 54,061 | 52,856 | |
Golf Operations Revenue [Domain] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 27,498 | 26,274 | |
Other Revenue Type [Domain] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 19,852 | $ 19,625 |
EARNINGS PER SHARE Earnings P56
EARNINGS PER SHARE Earnings Per Share Table (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 21, 2017 | Mar. 22, 2016 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (7,654) | $ (8,540) |
Net Income (Loss) Available to Common Stockholders, Diluted | $ (7,654) | $ (8,540) |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC | 64,442 | 64,474 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED | 64,442 | 64,474 |
Net loss attributable to ClubCorp, Basic | $ (0.12) | $ (0.13) |
Net loss attributable to ClubCorp, Diluted | $ (0.12) | $ (0.13) |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 200 | 100 |
EARNINGS PER SHARE Distributed
EARNINGS PER SHARE Distributed and Undistributed Earnings allocated to participating securities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 21, 2017 | Mar. 22, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic | $ 0.1 | $ 0.1 |
EQUITY (Narrative) (Details)
EQUITY (Narrative) (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 21, 2017 | Feb. 24, 2016 | Sep. 24, 2013 | |
Equity [Abstract] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 22.4 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||
Common Stock, Capital Shares Reserved for Future Issuance | 0.7 | 4 | |
Stock Repurchase Program, Authorized Amount | $ 50 | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 47.7 |
EQUITY Disclosure of Compensati
EQUITY Disclosure of Compensation Related Costs, Share-based Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 21, 2017 | Mar. 22, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Equity-based compensation included in Club Operating Costs | $ 763 | $ 370 |
Equity-based compensation included in Selling, General & Administrative Expenses | 1,176 | 800 |
Allocated Share-based Compensation Expense | 1,939 | 1,170 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | (736) | (437) |
Allocated Share-based Compensation Expense, Net of Tax | $ 1,203 | $ 733 |
EQUITY Share-based Compensation
EQUITY Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares (Details) | 3 Months Ended |
Mar. 21, 2017$ / sharesshares | |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance at December 27, 2016 | shares | 957,950 |
Non-vested balance at December 27, 2016 | $ / shares | $ 12.73 |
Granted | shares | 360,869 |
Granted | $ / shares | $ 16.80 |
Vested | shares | (204,431) |
Vested | $ / shares | $ 13.68 |
Forfeited | shares | (34,869) |
Forfeited | $ / shares | $ 13.69 |
Canceled | shares | (72,783) |
Canceled | $ / shares | $ 12.57 |
Non-vested balance at March 21, 2017 | shares | 1,006,736 |
Non-vested balance at March 21, 2017 | $ / shares | $ 13.97 |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance at December 27, 2016 | shares | 871,370 |
Non-vested balance at December 27, 2016 | $ / shares | $ 11.58 |
Granted | shares | 296,765 |
Granted | $ / shares | $ 19.50 |
Vested | shares | 0 |
Vested | $ / shares | $ 0 |
Forfeited | shares | (61,172) |
Forfeited | $ / shares | $ 16.88 |
Canceled | shares | 0 |
Canceled | $ / shares | $ 0 |
Non-vested balance at March 21, 2017 | shares | 1,106,963 |
Non-vested balance at March 21, 2017 | $ / shares | $ 13.41 |
EQUITY Dividends Declared (Deta
EQUITY Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 09, 2017 | Dec. 07, 2016 | Sep. 29, 2016 | Jun. 10, 2016 | Feb. 18, 2016 | Mar. 21, 2017 | Mar. 22, 2016 |
Equity [Abstract] | |||||||
Cash dividends declared per common share | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 |
Dividends | $ 8,522 | $ 8,490 | $ 8,500 | $ 8,508 | $ 8,520 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Mar. 21, 2017USD ($) |
Capital commitments | |
Loss Contingencies [Line Items] | |
Capital commitments | $ 29.1 |
Tax Audit Year 2009 [Domain] | |
Loss Contingencies [Line Items] | |
Unrecognized Tax Benefits | 4.3 |
Tax Audit Year 2008 [Domain] | |
Loss Contingencies [Line Items] | |
Tax Contingencies Subject To Compromise, Not Recorded | $ 3 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Equity Method Investment - USD ($) $ in Millions | 3 Months Ended | |
Mar. 21, 2017 | Dec. 27, 2016 | |
Related Party Transaction [Line Items] | ||
Management fees | $ 0 | |
Outstanding advances | ||
Related Party Transaction [Line Items] | ||
Receivables | 0.1 | $ 0.2 |
Volume rebates | ||
Related Party Transaction [Line Items] | ||
Receivables | $ 4.7 | $ 3.5 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 09, 2017 | Dec. 07, 2016 | Sep. 29, 2016 | Jun. 10, 2016 | Feb. 18, 2016 | Jun. 13, 2017 | Mar. 21, 2017 | Mar. 22, 2016 |
Subsequent Event [Line Items] | ||||||||
Dividends | $ 8,522 | $ 8,490 | $ 8,500 | $ 8,508 | $ 8,520 | |||
Cash dividends declared per common share | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | |
Oakhurst Country Club [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 6,000 |