RECONCILIATION OF EBITDA AND ADJUSTED EBITDA TO NET INCOME (LOSS)
________________________________________________________________________________________________________________________
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | FY10 | | FY11 | | FY12 | | FY13 | | FY14 | | FY15 | | FY16 |
| Net income (loss) | | $ | 252,663 |
| | $ | (35,622 | ) | | $ | (26,992 | ) | | $ | (40,680 | ) | | $ | 13,329 |
| | $ | (9,573 | ) | | $ | 4,025 |
|
| Interest expense | | 61,236 |
| | 84,746 |
| | 89,369 |
| | 83,669 |
| | 65,209 |
| | 70,672 |
| | 87,188 |
|
| Income tax expense (benefit) | | 57,107 |
| | (16,421 | ) | | (7,528 | ) | | 1,681 |
| | (41,469 | ) | | 1,629 |
| | 1,348 |
|
| Interest and investment income | | (714 | ) | | (138 | ) | | (1,212 | ) | | (345 | ) | | (2,582 | ) | | (5,517 | ) | | (608 | ) |
| Depreciation and amortization | | 91,700 |
| | 93,035 |
| | 78,286 |
| | 72,073 |
| | 80,792 |
| | 103,944 |
| | 107,200 |
|
| EBITDA | | 461,992 |
| | 125,600 |
| | 131,923 |
| | 116,398 |
| | 115,279 |
| | 161,155 |
| | 199,153 |
|
| Impairments and disposition of assets (1) | | 3,556 |
| | 10,772 |
| | 15,687 |
| | 14,502 |
| | 12,843 |
| | 24,546 |
| | 16,974 |
|
| Loss (income) from divested clubs (2) | | 7,237 |
| | (1,277 | ) | | 9,223 |
| | (1,707 | ) | | (1,097 | ) | | 25 |
| | 751 |
|
| Loss on extinguishment of debt (3) | | (334,423 | ) | | — |
| | — |
| | 16,856 |
| | 31,498 |
| | 2,599 |
| | — |
|
| Non-cash adjustments (4) | | (1,881 | ) | | (37 | ) | | 1,865 |
| | 3,929 |
| | 2,007 |
| | 2,008 |
| | 255 |
|
| Acquisition related costs (5) | | — |
| | 1,629 |
| | 837 |
| | 1,211 |
| | 10,568 |
| | 4,965 |
| | 1,409 |
|
| Capital structure costs (6) | | 752 |
| | 2,087 |
| | 51 |
| | 824 |
| | 8,785 |
| | 10,047 |
| | 1,840 |
|
| Centralization and transformation costs (7) | | — |
| | — |
| | — |
| | 30 |
| | 1,330 |
| | 8,495 |
| | 9,806 |
|
| Other adjustments (8) | | 2,161 |
| | 11,858 |
| | 2,349 |
| | 8,069 |
| | 4,632 |
| | 7,397 |
| | 5,076 |
|
| Equity-based compensation expense (9) | | — |
| | — |
| | — |
| | 14,217 |
| | 4,303 |
| | 4,970 |
| | 7,005 |
|
| Deferred revenue adjustment (10) | | 9,274 |
| | 5,006 |
| | 2,560 |
| | 1,306 |
| | 5,644 |
| | 7,111 |
| | 5,419 |
|
| Adjusted EBITDA | | $ | 148,668 |
| | $ | 155,638 |
| | $ | 164,495 |
| | $ | 175,635 |
| | $ | 195,792 |
| | $ | 233,318 |
| | $ | 247,688 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | FY10 | | FY11 | | FY12 | | FY13 | | FY14 | | FY15 | | FY16 |
| Net cash provided by operating activities | | $ | 148,280 |
| | $ | 74,614 |
| | $ | 96,888 |
| | $ | 93,693 |
| | $ | 129,158 |
| | $ | 152,270 |
| | $ | 157,654 |
|
| Interest expense | | 61,236 |
| | 84,746 |
| | 89,369 |
| | 83,669 |
| | 65,209 |
| | 70,672 |
| | 87,188 |
|
| Income tax expense (benefit) | | 57,107 |
| | (16,421 | ) | | (7,528 | ) | | 1,681 |
| | (41,469 | ) | | 1,629 |
| | 1,348 |
|
| Interest and investment income | | (714 | ) | | (138 | ) | | (1,212 | ) | | (345 | ) | | (2,582 | ) | | (5,517 | ) | | (608 | ) |
| Loss (income) from divested clubs (2) | | 7,237 |
| | (1,277 | ) | | 9,223 |
| | (1,707 | ) | | (1,097 | ) | | 25 |
| | 751 |
|
| (Gain) loss on extinguishment of debt (3) | | (334,423 | ) | | — |
| | — |
| | 16,856 |
| | 31,498 |
| | 2,599 |
| | — |
|
| Non-cash adjustments (4) | | (1,881 | ) | | (37 | ) | | 1,865 |
| | 3,929 |
| | 2,007 |
| | 2,008 |
| | 255 |
|
| Acquisition related costs (5) | | — |
| | 1,629 |
| | 837 |
| | 1,211 |
| | 10,568 |
| | 4,965 |
| | 1,409 |
|
| Capital structure costs (6) | | 752 |
| | 2,087 |
| | 51 |
| | 824 |
| | 8,785 |
| | 10,047 |
| | 1,840 |
|
| Centralization and transformation costs (7) | | — |
| | — |
| | — |
| | 30 |
| | 1,330 |
| | 8,495 |
| | 9,806 |
|
| Other adjustments (8) | | 2,161 |
| | 11,858 |
| | 2,349 |
| | 8,069 |
| | 4,632 |
| | 7,397 |
| | 5,076 |
|
| Deferred revenue adjustment (10) | | 9,274 |
| | 5,006 |
| | 2,560 |
| | 1,306 |
| | 5,644 |
| | 7,111 |
| | 5,419 |
|
| Certain adjustments to reconcile net income (loss) to operating cash flows (11) | | 199,639 |
| | (6,429 | ) | | (29,907 | ) | | (33,581 | ) | | (17,891 | ) | | (28,383 | ) | | (22,450 | ) |
| Adjusted EBITDA | | $ | 148,668 |
| | $ | 155,638 |
| | $ | 164,495 |
| | $ | 175,635 |
| | $ | 195,792 |
| | $ | 233,318 |
| | $ | 247,688 |
|
______________________
| |
| (1) | Includes non-cash impairment charges related to property and equipment and intangible assets and loss on disposals of assets (including property and equipment disposed of in connection with renovations). |
| |
| (2) | Net income or loss from discontinued operations and divested clubs that do not qualify as discontinued operations in accordance with GAAP. |
| |
| (3) | Includes loss on extinguishment of debt calculated in accordance with GAAP. |
| |
| (4) | Includes non-cash items related to purchase accounting associated with the acquisition of ClubCorp, Inc. (“CCI”) in 2006 by affiliates of KSL Capital Partners, LLC (“KSL”) and expense recognized for our long-term incentive plan related to fiscal years 2011 through 2013. |
| |
| (5) | Represents legal and professional fees related to the acquisition of clubs, including the acquisition of Sequoia Golf on September 30, 2014. |
| |
| (6) | Represents legal and professional fees related to our capital structure, including debt issuance and amendment costs, equity offering costs and other charges incurred in connection with the reorganization of CCI, which was effective as of November 30, 2010 (“ClubCorp Formation.”) |
| |
| (7) | Includes fees and expenses associated with initial compliance with Section 404(b) of the Sarbanes-Oxley Act, which were primarily incurred in fiscal year 2015 and the twelve weeks ended March 22, 2016, and related centralization and transformation of administrative processes, finance processes and related IT systems. |
| |
| (8) | Represents adjustments permitted by the credit agreement governing the Secured Credit Facilities including cash distributions from equity method investments less equity in earnings recognized for said investments, income or loss attributable to non-controlling equity interests of continuing operations and management fees, termination fee and expenses paid to an affiliate of KSL. |
| |
| (9) | Includes equity-based compensation expense, calculated in accordance with GAAP, related to awards held by certain employees, executives and directors. |
| |
| (10) | Represents estimated deferred revenue, calculated using current membership life estimates, related to initiation payments that would have been recognized in the applicable period but for the application of purchase accounting in connection with the acquisition of CCI in 2006 and the acquisition of Sequoia Golf on September 30, 2014. |
| |
| (11) | Includes the following adjustments to reconcile net loss to net cash provided by operating activities from our Consolidated Statements of Cash Flows: Net change in prepaid expenses and other assets, net change in receivables and membership notes, net change in accounts payable and accrued liabilities, net change in other current liabilities, bad debt expense, equity in loss (earnings) from unconsolidated ventures, gain on investment in unconsolidated ventures, distribution from investment in unconsolidated ventures, debt issuance costs and term loan discount, accretion of discount on member deposits, net change in deferred tax assets and liabilities and net change in other long-term liabilities. Certain other adjustments to reconcile net income (loss) to net cash provided by operating activities are not included as they are excluded from both net cash provided by operating activities and Adjusted EBITDA. |
