EX-99.1 6 cch-20161227x10kano2xex991.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1


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.



Exhibit 99.1


(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.