Agenda 04/27/2021 Item #11C (Land Lease w/BigShots Golf for constructionand operation of former GG Golf Course)04/27/2021
EXECUTIVE SUMMARY
Recommendation to authorize staff to negotiate a land lease and operator agreement with BigShots
Golf, a division of C1ubCorp USA, Inc., for the construction and operation of a public golf course
and entertainment complex at the former Golden Gate Golf Course property for subsequent
consideration by the Board.
OBJECTIVE: To redevelop the former Golden Gate Golf Course as a publicly available golf course
owned by the County and operated by a vendor.
CONSIDERATIONS: The Board directed staff to re -solicit for a developer to redevelop and operate the
Golden Gate Golf Course at its December 8, 2020 meeting. As part of the Board's direction, it instructed
staff to provide a longer period of time for interested parties to respond to the new solicitation than the
thirty (30) days previously provided for ITN No. 20-7089. Accordingly, staff allowed a sixty (60) day
response period when it advertised the new solicitation, ITN No. 21-7863.
On January 25, 2021, the Procurement Services Division issued ITN No. 21-7863, Golf and
Entertainment Complex at the Former Golden Gate Golf Course. Procurement Services County notified
34,614 firms, 180 firms viewed the solicitation documents, and the County received one proposal by the
March 22, 2021 response deadline. Notably, in an effort to reach the broadest audience of potentially
interested vendors, the County also advertised the solicitation with the National Golf Foundation,
resulting in an additional 1,737 emails sent to its membership.
The County received only one response to the solicitation from BigShots Golf, a division of C1ubCorp
USA, Inc. (`BigShots"). BigShots' proposal is nearly identical to the one previously considered by the
Board. BigShots proposes the development of 12 holes of golf in conjunction with a BigShots facility on
a portion of the former Golden Gate Golf Course. Unlike the previous proposal, BigShots Golf has
included in its formal proposal a request for a County investment of $7 million towards the
redevelopment of the golf course. Additionally, the proposal indicates a plan for Collier County resident
golf discounts. Last October the County received notice that BigShots had disengaged from the project
due to investment and development requirements in excess of what was originally anticipated and project
financing.
Ahead of the April 27, 2021 Board meeting staff asked BigShots to clarify some elements of its proposal,
some of which will be addressed in the presentation to the Board, as follows:
BigShots' proposal did not expressly state that maintenance would be provided by BigShots
rather than the County.
o BigShots states that it would maintain the facility.
How the requested $7 million County investment would be utilized and whether any additional
County investment would be required.
o BigShots states the requested County investment would be used to pay to renovate the
course.
o BigShots states that it would not need any additional County contribution to complete the
golf course renovation and that the design of the course would be based upon the funding
received.
The estimated total cost to redevelop the golf course and the specifics of what would be provided
through the redesign.
o BigShots states that the total cost to develop the course would depend on the investment
received from the County.
o BigShots has not selected a golf course architect at this time.
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How BigShots' proposal would benefit the community and how BigShots would buffer the
neighboring development.
o BigShots states it would work to provide the appropriate buffer to the neighbors.
o Golf would be available to the public and BigShots would work with the FirstTee.
The anticipated golf rate schedule for the year and how discounts would be applied for County
residents.
o BigShots will address this in the presentation to the Board.
At the December 8, 2020 meeting, the Board considered engineering estimates to develop a golf course or
a passive park on the property. It was estimated that the development of a golf course could cost
approximately $14.6 million, and a passive park approximately $7.8 million. Further, the maintenance of
a passive park could result in ongoing maintenance costs of approximately up to one million dollars
annually. Unlike the proposal, a passive park would not generate revenue to help offset cost. As a result,
two concept plans developed for the property set aside land for commercial development, providing the
Board with the opportunity to generate revenue.
Under BigShots' proposal, it would develop and operate the golf course and the proposed facility on the
County -owned property subject to a mutually negotiated lease approved by the Board. Subject to Board
direction, staff would also negotiate an operator agreement that would tie the land lease agreement to the
operation and maintenance of the golf course. Asked about preliminary estimates for lease structure and
turnback to the County, BigShots states that it would be interested in giving a percent of gross revenue as
its lease payment to the County but did not confirm a specific dollar amount. During the previous
negotiations, staff had sought to receive the greater of either a percentage of the gross revenue or a base
rent each quarter guaranteeing a minimum amount that the County could expect each quarter.
Staff spoke with the County Property Appraiser's Office and Tax Collector regarding the taxes that would
be assessed towards any development on the golf course. The Property Appraiser's Office states that,
since the land would remain County land, the land would not be assessed property taxes as long as it
remains government property as provided by Florida Statute § 196.29. However, the vertical
improvements on the property and revenue generated by BigShots would be subject to taxes assessed
against BigShots. The Tax Collector asked the County to include a mechanism in its lease agreement that
would allow its office to ensure that the tenant is held responsible for the taxes due.
BigShots will provide a 10-15 minute presentation to the Board concerning its proposal. Staff asked
BigShots to include in its presentation: (1) specific detail on the composition of the proposed golf, (2)
detail about the initial rates and the application of residential discounts identified in its proposal, (3) how
BigShots envisions this facility benefiting the Golden Gate Community, (4) and what BigShots would do
to buffer the neighbors that reside near the amenity. If the Board awards ITN No. 21-7863 to BigShots,
staff would begin negotiations with BigShots and return to the Board with a proposed Lease and Operator
Agreement for consideration at a future meeting.
FISCAL IMPACT: Sufficient budget exists within the FY 2021 approved expenditure plan among the
County's general governmental family of funds utilizing existing appropriations and reserves to cash flow
up to a $7 million contribution toward rehabilitation of the former Golden Gate golf course in accordance
with the improvements desired by the vendor. Any draw on reserves necessary to make part of this
contribution is not considered material during a mid -year budget cycle and would be replenished as part
of the adopted FY 2022 budget. Budget amendments are necessary to align appropriations within the
proper fund or funds.
GROWTH MANAGEMENT IMPACT: The County has already identified that a driving range facility
is an accessory use to the golf course. A previous Land Development Code Amendment extended the
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hours of operation and available restaurant seats for an accessory use to the golf course. The County has
held stakeholder outreach meetings for the intent to convert application and will be bringing forward the
necessary Planned Unit Development Amendments to develop the property.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote
for Board approval. -SRT
RECOMMENDATION: To authorize staff to negotiate a land lease and operator agreement with
BigShots Golf, a division of ClubCorp USA, Inc., for the construction and operation of a public golf
course and entertainment complex at the former Golden Gate Golf Course property for subsequent
consideration by the Board.
Prepared by: Geoff Willig, Senior Operations Analyst Collier County Manager's Office
ATTACHMENT(S)
1.21-7863 Solicitation (PDF)
2. EC01_through_EC07 (PDF)
3. [Linked] ClubCorp_Holdings,_Inc._2020_Annual_Report (PDF)
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11.0
04/27/2021
COLLIER COUNTY
Board of County Commissioners
Item Number: 1 LC
Doe ID: 15641
Item Summary: Recommendation to authorize staff to negotiate a land lease and operator
agreement with BigShots Golf, a division of ClubCorp USA, Inc., for the construction and operation of a
public golf course and entertainment complex at the former Golden Gate Golf Course property for
subsequent consideration by the Board. (Geoff Willig, County Manager's Office)
Meeting Date: 04/27/2021
Prepared by:
Title: Operations Analyst — County Manager's Office
Name: Geoffrey Willig
04/19/2021 12:00 PM
Submitted by:
Title: Deputy Department Head — County Manager's Office
Name: Dan Rodriguez
04/19/2021 12:00 PM
Approved By:
Review:
Office of Management and Budget
Procurement Services
Procurement Services
Budget and Management Office
County Attorney's Office
County Attorney's Office
County Manager's Office
Board of County Commissioners
Debra Windsor
Level 3 OMB Gatekeeper Review
Sandra Herrera
Additional Reviewer
Evelyn Colon
Additional Reviewer
Mark Isackson
Additional Reviewer
Scott Teach
Additional Reviewer
Jeffrey A. Klatzkow Level 3 County Attorney's Office Review
Dan Rodriguez
Level 4 County Manager Review
MaryJo Brock
Meeting Pending
Completed 04/19/2021 12:05 PM
Completed 04/20/2021 2:19 PM
Completed 04/20/2021 2:22 PM
Completed 04/20/2021 4:39 PM
Completed 04/21/2021 10:50 AM
Completed 04/21/2021 1:11 PM
Completed 04/21/2021 2:07 PM
04/27/2021 9:00 AM
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11.C.1
Collier County
Administrative Services Department
Procurement Services Division
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
INVITATION TO NEGOTIATE (ITN)
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GOLF AND ENTERTAINMENT COMPLEX AT THE FORMER
GOLDEN GATE GOLF COURSE r
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SOLICITATION NO.: 21-7863
EVELYN COLON, PROCUREMENT STRATEGIST
PROCUREMENT SERVICES DIVISION
3295 TAMIAMI TRAIL EAST, BLDG C-2
NAPLES, FLORIDA 34112
TELEPHONE: (239) 252-2667
evelyn.colon@colliercountyfl.gov (Email)
This solicitation document is prepared in a Microsoft Word format (Rev 8/7/2017). Any alterations
to this document made by the Vendor may be grounds for rejection of proposal, cancellation of any
subsequent award, or any other legal remedies available to the Collier County Government.
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SOLICITATION PUBLIC NOTICE
INVITATIOIN TO NEGOTIATE (ITN)
21-7863
NUMBER:
PROJECT TITLE:
GOLF AND ENTERTAINMENT COMPLEX AT THE FORMER GOLDEN
GATE GOLF COURSE
LOCATION:
PROCUREMENT SERVICES DIVISION, CONFERENCE ROOM A, 3295
TAMIAMI TRAIL EAST, BLDG C-2, NAPLES, FLORIDA 34112
ITN OPENING DAY/DATE/TIME:
FEBRUA By 25,2021 at 3.nn P.M. MARCH 22, 2021 AT 3:OOPM
PLACE OF ITN OPENING:
PROCUREMENT SERVICES DIVISION
3295 TAMIAMI TRAIL EAST, BLDG C-2
NAPLES, FL 34112
All proposals shall be submitted online via the Collier County Procurement Services Division Online Bidding System:
https://www.bidsyne.com/bidsyne-cas
INTRODUCTION
As requested by the County Manager's Office (hereinafter, the "DEPARTMENT"), the Procurement Services Division on behalf of
the Collier County Board of County Commissioners (hereinafter, "COUNTY") is issuing this Invitation to Negotiate (hereinafter,
"ITN") with the intent of obtaining proposals from interested and qualified firms (hereinafter, "OFFERORS") in accordance with the
terms, conditions and specifications stated or attached. The OFFEROR, at a minimum, must achieve the requirements of the
Specifications or Scope of Work stated.
It is the intent to develop a portion of the recently purchased Golden Gate Golf Course property, more specifically described below
and in the backup documentation on the online bidding system, for a golf and potential entertainment component. These components
are part of a larger redevelopment project of the former golf course. The goal of this element is to provide opportunities for individuals
of all ages and skill levels to participate in and learn the game of golf. In addition, the County sees the potential for food and
entertainment offerings on the property.
The COUNTY is requesting proposals from qualified OFFERORS to work with the DEPARTMENT and our contracted planning
and engineering firm to develop and operate a golf and potential entertainment component on the property. One of the primary
objectives would be for the OFFEROR to develop, manage, and operate the facility at no operational cost to the County. The most
qualified firm(s) offering a proposal that is deemed to be in the County's best interest both economically and operationally will move
forward in negotiations for a final contract.
The selected OFFEROR is expected to develop and manage the facility at no risk or cost to the County, except as otherwise provided
herein. The County would participate by providing the property to operate the desired facility under a long-term ground lease. The
selected OFFEROR would not be able to utilize the property as collateral for a mortgage to finance the development of the property.
The County may be willing to consider a one-time financial contribution for certain infrastructure components required for
development.
BACKGROUND i
The former Golden Gate Golf Course is approximately 167 acres that was developed as an 18-hole golf course between 1963 and
1973. The property is on the southwest corner of the intersection of Collier Boulevard and Golden Gate Parkway in Collier County
within the Golden Gate City Economic Development Zone. The County is developing a new amateur sports and entertainment
complex less than a mile away from this location. The location is also less than a mile from the intersection of I-75 and Collier
Boulevard a major transportation hub. The County took ownership of the former Golden Gate Golf Course on July 31, 2019. The
County chose to not continue golf operations but have maintained the property in the interim. Currently, the County does not provide
a public golf course or golf facility.
Through Request for Proposal Services #19-7650, the COUNTY selected a planning and engineering firm to work with the County
to identify the property's potential for future utilization. Those attached conceptual fit plans identify approximately 30 acres for an
essential services residential development that will be developed through a separate developer agreement. The conceptual fit plan
also allocates space for a State Veterans' Nursing Home, County Office Building, and potentially 10-acres for Commercial activity.
The conceptual fit plans may be utilized to provide reference to this ITN. The COUNTY directed staff to develop this ITN to solicit
for a qualified firm to develop and operate the remaining portion of the former golf course as a public golf course. The selected firm
will work with the DEPARTMENT and the contracted planning and engineering firm in the development process to ultimately design,
manage, and operate a golf component, with a possible entertainment component, on the property. A packet of information applicable
to the Dronertv is available at the Countv's online biddins system.
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TERM OF CONTRACT
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The contract term, if awarded would be determined during the negotiation period.
OFFERORS should present innovative and creative concepts for a long-term agreement as part of their proposals. The COUNTY
seeks to maintain ownership rights to the land.
DETAILED SCOPE OF WORK
This is a design, build, operate Price and Concept ITN and proposals should include the following development requirements in
response to this ITN:
1. The selected OFFEROR will work with the DEPARTMENT through the planning and engineering phase to be incorporated into
the layout of the property. The following goals/objectives identify what the County desires to accomplish with this project.
OFFERORS are encouraged to show creativity and originality in their proposals.
• The development and operation of a public golf course that includes 9, 12, or 18 holes of golf
• Necessary infrastructure for golf course operation such as a clubhouse, cart barn, and maintenance facility
• Availability of programing for families, community, and youth golf that develop life skills
• Proposals can include experiential amenities that complement the golf course such as a putting course, driving range facility,
food and beverage services, and community space
• Create a collaborative professional relationship with the First Tee of Collier County
2. The proposal should thoroughly explain the proposed project. The proposal and backup materials should identify all uses for the
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property, unique features to be constructed, any anticipated obstacles in development of the proposed uses and outline generally how
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the project will benefit the community. Should an OFFEROR request one-time capital funds, it should define what those funds would
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be used for (i.e. Maintenance building, irrigation system, water/sewer connections, and access improvements). Note: funding requests
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will not be considered for non -capital items or in support of project financing.
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• Cover Letter /Management Summary
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• Project Scope & Approach
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• Community Impact & Support of Community Objectives
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• Past and Present Experience of the Firm
• Qualifications and Specialized Expertise of Team Members
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• Financial Capability of the Firm
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• Estimated Timeline
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• Local Vendor Preference
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• Funding Requests & County Resident Discounts
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3. Proposals should thoroughly explain the proposed approach, include a schedule of development, outline the anticipated
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expenditures broken out by improvement & amenity, define any proposed County Resident Discount rates by percentage or amount
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and how they would be applied throughout the year and daily, and how the OFFEROR will work with the planning and engineering
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firm hired by the COUNTY.
INVITATION TO NEGOTIATE (ITN) PROCESS
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1.1. The OFFEROR will submit the proposal which will be scored based on the criteria in Scoring Criteria.
1.2. The COUNTY will use a Selection Committee to score and rank the received proposals.
1.3. The Selection Committee may request oral presentations, which will be the basis for short -listing the firms. The intent of the
oral presentations, if deemed necessary, is to provide the OFFEROR with a venue where they can conduct discussions with the
Selection Committee to clarify questions and concerns before providing a final rank.
1.4. Subsequent to the Selection Committee ranking, the top ranked proposals will then have the opportunity to present to the
BOARD. Oral presentations provide the OFFERORS an opportunity to share their vision, experience, capability, and expertise
with the BOARD for final selection.
1.5. Based upon a review of the presentations and proposals, the BOARD will select the top OFFEROR(S) to negotiate as authorized
in Section 11, Paragraph 7 of Collier County Procurement Ordinance Number 2017-08, as amended.
1.6. Upon BOARD selection the COUNTY will begin contract negotiations with the selected OFFEROR. A contract will be
developed with the selected OFFEROR and submitted for approval by the COUNTY.
1.7. The COUNTY reserves the right to negotiate any element of the proposals in the best interest of the COUNTY.
SCORING CRITERIA FOR RANKING PROPOSALS:
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1.1 For the development of a shortlist, this evaluation criterion will be utilized by the COUNTY'S Selection Committee to score
each proposal. Proposals must address the following criteria:
Evaluation Criteria Maximum Points
1.
Cover Letter / Management Summary
0 Points
2.
Project Scope & Approach
20 Points
3.
Community Impact & Support of Community Objectives
15 Points
4.
Past and Present Experience of the Firm
20 Points
5.
Qualifications and Specialized Expertise of Team Members
10 Points
6.
Financial Capability of the Firm
10 Points
7.
Estimated Timeline
5 Points
8.
Local Vendor Preference
10 Points
9.
Funding Requested & County Resident Discount
10 Points
TOTAL POSSIBLE POINTS 100 Points
Each criterion and methodology for scoring is further described below.
EVALUATION CRITERIA NO. 1: COVER LETTER/MANAGEMENT SUMMARY (0 Total Points Available)
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Provide a cover letter, signed by an authorized officer of the firm, indicating the underlying philosophy of the firm in
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providing the services stated herein. Include the name(s), telephone number(s) and email(s) of the authorized contact
person(s) concerning proposal. Submission of a signed Proposal is Vendor's certification that the Vendor will accept any
award as a result of this ITN.
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EVALUATION CRITERIA NO. 2: PROJECT SCOPE & APPROACH (20 Total Points Available)
This tab includes but is not limited to:
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OFFEROR shall provide information about the planned approach as it relates to the development, management, and
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operation of a golf component at the former Golden Gate Golf Course. This should include a detailed description, conceptual
site plans, or additional information that demonstrate:
• Detailed vision
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• Conceptual site plan that shows the proposed layout of the course, buildings, parking, and any additionally proposed
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project areas
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• Design features and amenities included (number of holes, driving range features, technology employed, miniature
golf)
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• Detailed plan of approach (including major tasks and sub -tasks)
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• Management and Operation plan for the facility
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• Include other relevant information about the project that has not been addressed in this tab that the proposer would
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like to present in support of its proposal.
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EVALUATION CRITERIA NO. 3: COMMUNITY IMPACT & SUPPORT OF COMMUNITY OBJECTIVES (15
Total Points Available)
This tab includes but is not limited to:
OFFEROR shall describe how the proposed project fits with adjacent parcels, supports the Golden Gate Economic Zone,
and would generally benefit the surrounding areas and the County as a whole. Include as many conceptual visuals as possible
such as site plans and renderings as applicable to illustrate the project's impact on the community.
• Compatibility with the community and surrounding neighborhoods
• Provision of any distinct rates for County residents and non -county residents
• Share any plans to partner with non-profit(s) that teach life skills and offer after -school programming
• Explain how the facility will support community redevelopment goals
• Include other relevant information about the project that has not been addressed in this tab that the proposer would
like to present in support of its proposal.
EVALUATION CRITERIA NO. 4: PAST AND PRESENT EXPERIENCE OF THE FIRM (20 Total Points
Available)
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This tab includes but is not limited to:
OFFEROR should provide a portfolio of projects of similar scope that have been developed and operated by the firm. shall
provide examples of previous experience developing, managing, and operating a similar golf/entertainment facility. These
examples should demonstrate proof of concept, sustained success, and reliable operation of previous or current facilities.
Knowledge and experience related to:
o Golf course development, management, & maintenance
o Modern driving range
o Putting amenities
o Food and beverage
o Agronomy
o Facility development, management, and operation
Experience partnering with non -profits
Include other relevant information about the project that has not been addressed in this tab that the proposer would
like to present in support of its proposal.
EVALUATION CRITERIA NO. 5: QUALIFICATIONS AND SPECIALIZED EXPERTISE OF TEAM MEMBERS
(10 Total Points Available)
This tab includes but is not limited to:
OFFEROR shall include a list of the qualified professional team members and qualifications of associates or subcontractors
proposed to perform and/or assist with the project. Provide resumes of the proposed management team that will oversee and
supervise the project through construction and daily operation, once complete, as well as an organization flowchart
illustrating the relationship of the management structure.
• Include other relevant information about the project that has not been addressed in this tab that the proposer would
like to present in support of its proposal.
EVALUATION CRITERIA NO. 6: FINANCIAL CAPABILITY OF THE FIRM (10 Total Points Available)
This tab includes but is not limited to:
OFFEROR shall demonstrate the professional and financial capacity of the firm. To redevelop the golf course significant
financing will be required. The OFFEROR should demonstrate that they have access to appropriate levels of financing to
accomplish their proposal. The OFFEROR will not be able to utilize the property as collateral to obtain a mortgage to finance
the project. The OFFEROR should demonstrate its ability to cover the regular operating costs of the project with limited
estimated pro -forma for the anticipated revenues and expenses for the first 5-years of operation. Include an approximate
value of the project and rough estimates of the costs to develop the project as proposed.
• Balance sheet that will reveal the current financial status of the business
• OFFEROR shall provide financial reports for a minimum of five (5) years of history with similar endeavors to
demonstrate the financial stability of the proposed business plan.
• Creditworthiness to demonstrate the capability of the firm to construct, capitalize, and operate the facility
• List by case name and number all pending litigation in which the firm is involved as a party or OFFEROR' S officers
are involved as parties in their official capacity. Additionally, list any arbitrations the OFFEROR is involved in as
a party and include the name, location (address of the arbitrator(s)) for each listing
• Include other relevant information about the project that has not been addressed in this tab that the proposer would
like to present in support of its proposal.
CONFIDENTIALITY
OFFEROR should be aware that all submissions provided are subject to public disclosure and will not be afforded
confidentiality, unless provided by Florida Statute Chapter It 9 Public Records Law.
If information is submitted with a proposal that is deemed "Confidential" the OFFEROR must stamp those pages of the
submission that are considered confidential and also provide a separate redacted version. The OFFEROR must provide
documentation as to validate why these documents should be declared confidential in accordance with Florida Statute
Chapter 119, "Public Records," exemptions. If an OFFEROR contends that any portion of its proposal is exempt from the
Public Records law, that OFFEROR agrees to indemnify and defend the COUNTY for any costs incurred should a public
record request be made seeking to compel the production of the purported exempt records.
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EVALUATION CRITERIA NO. 7: ESTIMATED TIMELINE (5 Total Points Available)
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This tab includes but not limited to:
OFFEROR shall provide an estimated timeline of project construction. The timeline should illustrate the redevelopment of
the course and the expected start of operations. The OFFEROR should include approximate milestones for construction of
all proposed elements of the project.
• Provide a schedule of the development timeline
• Provide a schedule of anticipated expenditures broken out by improvement and amenity
• Include other relevant information about the project that has not been addressed in this tab that the proposer would
like to present in support of its proposal.
EVALUATION CRITERIA NO. 8: LOCAL VENDOR PREFERENCE (10 Total Points Available)
For this tab, a local business is defined as the vendor having a current Business Tax Receipt issued by the Collier or Lee
County Tax Collector prior to proposal submission to do business within Collier County, and that identifies the business
with a permanent physical business address located within the limits of Collier or Lee County from which the vendor's staff
operates and performs business in an area zoned for the conduct of such business.
EVALUATION CRITERIA NO. 9: FUNDING REQUESTED & COUNTY RESIDENT DISCOUNT (10 Total
Points Available)
This tab includes but not limited to:
If sought, OFFEROR shall indicate how a one-time request for funding towards capital improvements will be applied
towards the project. Requests for funding will not be considered for non -capital items or in support of project financing.
Additionally, the proposal shall describe and indicate any discounts that would be provided to County residents.
Specific Breakout of one-time funding request for capital improvements
Detailed explanation of discounts for County Residents including:
o Percent or Dollar amount of discounts
o Explain how these discounts would be applied daily throughout the year
o Identify any seasonality of discounts as they relate to the market
Include other relevant information about the project that has not been addressed in this tab that the proposer would
like to present in support of its proposal.
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11.C.2
March 18, 2021
Collier County Manager's Office
Evelyn Colon, Procurement Strategist
3295 Tamiami Trail East, Bldg C-2
Naples, FL 34112-5746
RE: SOLICITATION NO.: 21-7863
GOLF AND ENTERTAINMENT COMPLEX AT THE FORMER GOLDEN GATE GOLF COURSE
Ms. Colon,
We are writing in response to your invitation to negotiate a public private partnership for golf and
entertainment at Golden Gate Golf Course in Collier County. We very much appreciate the opportunity to submit
this proposal and outline our vision of redeveloping the existing public golf course and building a state-of-the-art z
BigShots Golf entertainment venue.
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BigShots Golf, a division of ClubCorp, is a high tech, high touch golf and entertainment company powered
by proprietary technology. BigShots Golf delivers fun and "eatertainment" for everyone through approachable 0
golf software games and entertainment activities, shareable bites and family style dining options, plus signature �
cocktails, craft beer and wine. Venues feature indoor and outdoor lounge seating, bar areas and private event
spaces, providing the ideal atmosphere to host games, gatherings and neighborhood outings. Players can
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compete in their own hitting bays, with other players at the same venue or in real time with players at other
BigShots Golf locations through Live Play. BigShots Golf brings golf, fun and games to everyone. We look forward c
to changing the game in Naples — PLAY ON! w_
Since its founding in 1957, Dallas -based ClubCorp has operated with the central purpose of Building
Relationships and Enriching Lives. ClubCorp is the leading owner -operator of private golf and country clubs and
city clubs in North America. ClubCorp owns or operates a portfolio of over 200 golf and country clubs, city clubs,
sports clubs, and stadium clubs in 27 states, the District of Columbia and two foreign countries that serve over
430,000 members, with approximately 20,000 peak -season employees. Our members enjoy not only the benefits
of membership at their individual clubs, but also can enjoy access to clubs worldwide, and special benefits from
hundreds of additional alliances, encompassing everything from special ticket access to vacation benefits to
complimentary golf and dining.
In closing, we believe BigShots can be a centerpiece to the Golden Gate Area Master Plan by providing an
affordable family friendly golf entertainment center for the Golden Gate Community, and ClubCorp has the
management, experience, track record, capital and 'know how' to deliver a first class amenity to the community
for many years to come.
Sincerely,
Randall Cousins
Senior Vice President, BigShots Golf
a division of ClubCorp
randall.cousins(@clubcora.com
817.371.2769
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11.C.2
EVALUATION CRITERIA NO. 3: Solicitation 21-7863
COMMUNITY IMPACT & SUPPORT OF COMMUNITY OBJECTIVES
CC BSG Naples, LLC ("CC BSG Naples") can only be successful by embracing the local community. Giving
back to our local communities is a longstanding ClubCorp value, whether through the ClubCorp Charity
Classic, Employee Partner Care Foundation or partnership with the First Tee. BigShots looks forward to
continuing this tradition with preferred pricing and/or access to both the First Tee and community
residents.
Compatibility BigShots Golf, a division of ClubCorp, is a high tech, high touch golf and
with Community entertainment company that delivers fun and "eatertainment" for guests of all
ages and skill level. Within the community BigShots and the redesigned 12-hole
course will represent a hub for active entertainment, friendly gatherings and
high -quality dining.
The redesigned 12-hole course — comprised of two returning six -hole loops and
incorporating portions of the original Golden Gate Golf Course layout — will allow z
casual golfers a quick way to get on the course, new golfers to be introduced to
the game of golf, or experienced golfers to play 18. The course will be open to
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the public at competitive rates and preferred pricing and/or access will be made
available to First Tee and community residents.
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The proposed BigShots venue will be operated and managed by BigShots
regional team and on -site management staff. The venue will offer variable bay
rental pricing based on day and day part. Additionally, preferred pricing and/or
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access will be made available to First Tee and community residents.
The food and beverage component will incorporate 200+ full -service dining
seats, two F&B areas (first and second floor), private event space and patio
dining options. A full menu with options for adults, children and event packages
complimented by a friendly, high-tech 'sports bar' design as well as private
dining on the first floor and flexible private event space on the second floor and
service provide in the bays.
BigShots and the redesigned 12-hole course will represent THE place to be in
Collier County, by providing a safe, affordable, family friendly, lifetime sport
activity to the Community. BigShots can be the local public "Club" for residents
to golf or congregate to eat, drink, and enjoy a televised sporting event.
Rates for County CC BSG Naples will provide tee times, preferred access, and discounted rates,
Residents with proper verification, to Collier County residents for both the golf course and
BigShots.
The amount and timing of these discounts will be attached to the final lease
agreement negotiated with Collier County.
Partner with Non- CC BSG Naples intends to partner with the local First Tee chapter. That
Profits partnership will allow preferred pricing and/or access to the First Tee and
provide innovative and experiential learning opportunities for young people.
CLUBCORP I BIGSHOTS 11
Packet Pg. 437
11.C.2
EVALUATION CRITERIA NO. 3: Solicitation 21-7863
COMMUNITY IMPACT & SUPPORT OF COMMUNITY OBJECTIVES
For more than 22 years, The First Tee has been using the platform of golf to
provide innovative and experiential learning opportunities for young people.
Character education and long-term life skills are at the heart of their programs,
which are delivered by coaches who have been trained in positive youth
development. First Tee offers character education programs at golf
courses, elementary schools and youth centers in all 50 states.
As part of ClubCorp's commitment to growing the game of golf, ClubCorp holds
fundraising events at clubs across the country for The First Tee campaign for 10
million young people. Each year, golf professionals at golf and country clubs in
the ClubCorp family hold one -day, 100-hole golf marathons throughout the year
to benefit The First Tee nationally and locally.
The ClubCorp Charity Classic, open to the public, has raised more than $30
million to benefit causes like Augie's Quest's fight to cure ALS, the Employee
Partners Care Foundation's support of Employee Partners in times of crisis and
other national and local organizations such as Habitat for Humanity, Make -A -
Wish Foundation, the Boys & Girls Club, Wounded Warrior Project and The First
Tee. o
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Community Redevelopment of the golf course and building the 60 bay BigShots venue
Redevelopment represents a $16-18.Omm investment in modern, high-tech attractions that may
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Goals draw guests and customers to Collier County from more than 30 minutes away.
Additionally, the development is anticipated to create approximately 10 salaried
positions and —120 hourly positions representing a significant opportunity for
local employees.
CLUBCORP I BIGSHOTS 12
Packet Pg. 438
11.C.2
EVALUATION CRITERIA NO. 4:
PAST AND PRESENT EXPERIENCE OF THE FIRM
Solicitation 21-7863
Since its founding in 1957, Dallas -based ClubCorp has operated with the central purpose of Building
Relationships and Enriching Lives°. ClubCorp is a leading owner -operator of private golf and country
clubs and city clubs in North America. ClubCorp owns or operates a portfolio of over 200 golf and
country clubs, city clubs, sports clubs, and stadium clubs in 27 states, the District of Columbia and two
foreign countries. ClubCorp employs more than 20,000 dedicated employee partners serving the
430,000+ members. ClubCorp is owned by certain investment funds managed by affiliates of Apollo
Global Management.
ClubCorp's expansive network of clubs and focus on facilities, recreation and social programming
enhances their ability to attract members across a number of demographic groups. The clubs' offerings
are designed to appeal to the entire family, resulting in member loyalty that translates financially into a
more economically resilient leisure product and allows us a greater ability to provide affordable family
golf and dining activities.
ClubCorp offers BigShots Golf a world -class infrastructure and experts in key disciplines:
• Golf Course — Built, enhanced, and maintained first-class golf facilities hosting major PGA and
LPGA events
• Golf Practice Facilities — Developed driving range, short -game, and putting areas to enhance
member experience
• Sales & Marketing - In-house marketing support and turn -key sales management
• Food & Beverage - Use of technology to drive guest experience and financial management
• Relevant guest/venue programming - Broad playbook of creative event themes and best
practices
• Innovation - Continuous development of products and experiences
• Purchasing power with 200+ clubs
BigShots Golf, founded in 2016, was acquired by ClubCorp in 2018. BigShots Golf is a technology and
entertainment company, providing full -service food and beverage, sports bars, multi -media, private
event space and climate -adjusted golf gaming experiences. BigShots Golf's advanced Doppler radar
technology is applied from indoor golf simulators to large outdoor golf facilities. BigShots Golf owns or
franchises locations both in the U.S. and internationally.
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CLUBCORP I BIGSHOTS 13
Packet Pg. 439
11.C.2
EVALUATION CRITERIA NO. 5:
QUALIFICATIONS & SPECIALIZED EXPERTISE OF TEAM MEMBERS
Solicitation 21-7863
ClubCorp and its BigShots Golf division are both led by industry experts across all facets of operations.
From top executives to industry leaders to marketing, agronomy, technology, and running world -class
professional golf tournaments, the management team in place will enable Golden Gate CC to transition
into the golf and entertainment club of the future. Below are brief bios on select individuals:
David Pillsbury David Pillsbury was named CEO of ClubCorp in June of 2018. He has held
CEO ClubCorp numerous leadership roles in the golf industry over the past 30 years, starting his
golf career at American Golf Corporation (AGC) where he gained experience in
all aspects of golf operations and ultimately became Co -CEO.
At AGC, Pillsbury led multiple innovations including the formation of American
Golf Country Clubs, the Private Club Member Platinum Program, the Nike Golf
Learning Centers, centralized tee time reservations, and much more.
After American Golf, Pillsbury became General Manager of Nike Golf,
responsible for all U.S. operations, marketing and sales.
Following Nike Golf, Pillsbury was President of PGA TOUR Golf Course Properties
Tournament Players Clubs (TPC's), and he was then promoted to President of
PGA TOUR Championship Management including THE PLAYERS, and Executive
Vice President of PGA TOUR Tournament Business Affairs.
Most recently, he held CEO roles outside of golf in both the healthcare and
consumer products industries. Pillsbury received his Master of Business
Administration from the University of Southern California and his Bachelor of
Arts from the University of California, Berkeley.
Jason Payne Prior to founding BigShots Golf, Jason owned Payne & Associates, a software
Founder BigShots company focused on transportation and logistics solutions that provided services
to 30 percent of the top 200 transportation and logistics companies in North
America, which he eventually sold to a publicly traded company.
Jason, who is based in Peoria, IL attributes his vision and the success of BigShots
Golf to his professional and personal experiences with the game of golf and his
inside look at the golf market over the last 15 years. His experience, combined
with a deep understanding of technology, helped Jason analyze the evolving golf
market and identify the role technology will have on the future of consumer golf
entertainment experiences.
Meg Tollison Meg Tollison has served as the Chief Marketing Officer at ClubCorp since 2016.
Chief Marketing Previously she served as a senior vice president of marketing, vice president of
Officer ClubCorp membership services and programs, and director of membership operations
during her 26+ year career at ClubCorp.
Mark Gore Mark Gore is the COO of Firestone Country Club and the Senior Vice President of
SVP Golf ClubCorp Golf for ClubCorp. He is responsible for oversight of Golf Revenue generation,
programming, standards of operation and instruction for over 167 golf and
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CLUBCORP I BIGSHOTS 14
Packet Pg. 440
11.C.2
EVALUATION CRITERIA NO. 5:
QUALIFICATIONS & SPECIALIZED EXPERTISE OF TEAM MEMBERS
Solicitation 21-7863
country clubs. Mark brings over 25 years of golf experience and also has
complete oversite of Firestone Country Club in Akron, OH a world renown
Country Club that has hosted over 65 years of Major Tournament Golf
Jay Abbot Jay Abbot is responsible for all aspects of golf course management for "The
SVP Agronomy World Leader in Private Clubs." Jay is a Certified Golf Course Superintendent
ClubCorp with over 30 years in the golf course industry.
TJ Schier TJ Schier is the Chief Operating Officer for BigShots Golf and he oversees the day
COO BigShots to day operations of all owned stores as well as maintains standards for all
franchise locations. TJ has more than 35 years of operational experience in food,
beverage and hospitality. TJ is the President and Founder of Present Incentivize
Solutions which creates operational systems, culinary and employee training,
guest service culture and retention programs for hospitality and franchise
companies. Prior to starting Present Incentivize Solutions TJ was the Director of
Operations at Which Wich Sandwiches and the Vice President of Field Support
for CEC Entertainment.
Randall Cousins Randall Cousins has focused on business development during his time at
SVP BigShots ClubCorp. His primary duties include deal generation, financial underwriting,
market analysis, negotiations and leading the deal team for closing. Prior to
ClubCorp, he had seven years of experience in private M&A, valuation and
consulting. His education includes an MBA in finance/real estate and a BBA in
finance.
Brian Campbell Brian Campbell oversees the development, implementation, training and
VP Culinary & standards for the BigShots menu. Brian's experience includes more than 20
Beverage BigShots years of food and beverage innovation. Brian's resume includes almost nine
years as the Chef de Cuisine at Caf6 Pacific and more than 13 years as the
Director of Culinary R&D at On The Border.
Tiffini Leaverton Tiffini Leaverton has led the BigShots Golf Operations and Technology team
Director of since joining ClubCorp in May. Her primary responsibilities are leading team
Openings BigShots prioritization, implementing scalable processes, developing operations support
and training programs for existing and future facilities. Tiffini has practiced as a
certified Project Management Professional for over a decade in various
industries including quick service restaurants, insurance, real estate investments,
and home entertainment.
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CLUBCORP I BIGSHOTS 15
Packet Pg. 441
11.C.2
EVALUATION CRITERIA NO. 5:
QUALIFICATIONS & SPECIALIZED EXPERTISE OF TEAM MEMBERS
ORGANIZATIONAL FLOW CHART
Constellation Club Holc rm Iri
Entity No. 03130 ,-i-
10
ConstellaLon Club Intermediate, Inc.
Entity No. 03131 (DE)
IQg9,
Conde elation Ou b Parent, Inc
Entity No. 03132 (DE)
Ivor"/.
C IubCorp
Holdings, Inc.
Entity No. 2532 (NV)
100%
CCA Club Operatburts Holdings,
LLC
Entity No. 2628 (DE)
4 100%
ClubCorp Club Operations, Inc.
Entity No. 2529 (DE)
100%
C IubCorp
USA, Inc.
Entity No. 200 (DE)
Solicitation 21-7863
10011
CC BSG Nokfings, LLC
Entity No. 03247 (NV)
CC BSG NAPLES, LLC (NV)
CLUBCORP I BIGSHOTS 16
Packet Pg. 442
11.C.2
EVALUATION CRITERIA NO. 6: Solicitation 21-7863
FINANCIAL CAPABILITY OF THE FIRM
BSG Naples, LLC is owned and funded by ClubCorp. The project is intended to be funded through
contributions by ClubCorp, financing secured by BSG Naples, LLC, and other equity contributions.
Below is a summary snapshot of ClubCorp's balance sheet and income statement. Attached to this
packet, you will find annual report for the past five years.
Balance Sheet ASSETS
ClubCorp Total Current Assets - $270 million
Holdings, Inc. Property and Equipment, net - $1.6 billion
Dec 31, 2020 Other Assets - $1.3 billion
TOTAL ASSETS - $3.2 BILLION
LIABILITIES z
Total Current Liabilities - $582 million
~
Long -Term Debt - $1.7 billion
0
Membership Initiation Deposits - $194 million
Other Liabilities - $524 million
0
0
TOTAL LIABILITIES - $3.0 BILLION
W
TOTAL EQUITY - $224 MILLION
LO
r
TOTAL LIABILITIES & EQUITY - $3.2 BILLION
Income
FULL YEAR FY20 REVENUES
Statement
Club Operations - $769 million
ClubCorp
Food & Beverage - $166 million
Holdings, Inc.
Other Revenue — $3 million
FYE 2020
TOTAL REVENUES - $0.9 BILLION
FULL YEAR FY 20 OPERATING INCOME - $7 million (excludes depreciation &
amortization)
Interest Expense - $132 million
Income Tax Benefit - $73 million
FULL YEAR FY20 NET LOSS - $49 MILLION (excludes depreciation & amortization)
Litigation There is no pending litigation against CC BSG Naples, LLC
CLUBCORP I BIGSHOTS 17
Packet Pg. 443
11.C.2
EVALUATION CRITERIA NO. 7:
ESTIMATED TIMELINE
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Packet Pg. 444
11.C.2
EVALUATION CRITERIA NO. 8:
LOCAL VENDOR PREFERENCE
CC BSG Naples, LLC, does not qualify as a local vendor.
Solicitation 21-7863
CC BSG Naples, LLC is not a local business as defined by the Procurement Ordinance of the Collier
County Board of County Commissioners.
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CLUBCORP I BIGSHOTS 19
Packet Pg. 445
11.C.2
EVALUATION CRITERIA NO. 9:
FUNDING REQUESTED & COUNTY RESIDENT DISCOUNT
FUNDING REQUESTED
Solicitation 21-7863
BigShots Golf, a division of ClubCorp, is a high tech golf and "eatertainment" concept powered by
proprietary technology and owned by ClubCorp. The exciting BigShots Golf project at Golden Gate will
feature a scratch kitchen, indoor and outdoor lounge seating, bar areas and private event spaces making
it the ideal atmosphere to host games, gatherings and neighborhood outings.
In addition to the 60 bay, two story BigShots, we also proposed a complete redesign of the golf course.
The redesign will feature 12 regulation holes and incorporate parts of the original Golden Gate Golf
Course. We are excited to design an innovative layout allowing for players to play 6 holes, 12 holes, or
18 holes. The course will be of outstanding quality, striving to exceed the expectations of Collier
County's residents. Further, BigShots Golf and The First Tee will feature player development
programming for residents and disadvantaged youth with an emphasis on transitioning from BigShots
Golf to becoming a regular user of the golf course. The new 12-hole course will be made available to
Collier County residents at a reduced rate and to the First Tee on a complimentary and preferred basis.
We previously conducted significant due diligence to evaluate the current conditions as well as the
needed improvements required to redesign and reopen of the course. As part of our previous diligence
efforts we interviewed several golf course architects and inspected the existing infrastructure. During
our review we discovered the existing irrigation systems, along with other expensive infrastructure like
cart paths, will need to be completely replaced and the scope of work required to redesign the course is
significant.
ClubCorp has been building, upgrading, and managing golf clubs for more than 60 years. We understand
both the necessity of having strong, modern course infrastructure as well as the benefits of partnering
with reputable course designers who will elevate the experience at Golden Gate Golf Course. Our goal is
to build a golf course Collier County is proud of and one that will last for generations to come. To
accomplish these goals we request Collier County contribute $7,000,000 to the course redevelopment
project.
Our estimated budget for the entire project follows:
CASH USES
BSG
COURSE
BSG Development
$ 12,825,000
55.4%
$ 12,825,000
79.4%
$
- 0.0%
Working Capital /Addl FF&E
575,000
2.5%
575,000
3.6%
- 0.0%
Closing /Diligence
200,000
0.9%
200,000
1.2%
- 0.0%
Course Redevelopment
7,547,750
32.6%
897,750
5.6%
6,650,000 95.0%
Site Development
1,300,000
5.6%
1,300,000
8.1 %
- 0.0%
Contingency
700,000
3.0%
350,000
2.2%
350,000 5.0%
TOTAL USES
$ 23,147,750
100.0%
$ 16,147,750
100.0%
$
7,000,000 100.0%
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CLUBCORP I BIGSHOTS 20
Packet Pg. 446
EVALUATION CRITERIA NO. 9: Solicitation 21-7863
FUNDING REQUESTED & COUNTY RESIDENT DISCOUNT
COUNTY RESIDENT DISCOUNT
CC BSG Naples, LLC, will provide tee times, preferred access, and discounted greens fees, with proper
verification, to Collier County residents for both the golf course and BigShots.
Our initial estimate of these discounts is presented below:
MON
TUES
WED
THUR
FRI
SAT
SUN
8AM
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
9AM
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
10AM
0.0%
25.0%
25.0%
25.0%
0.0%
0.0%
0.0%
11AM
0.0%
25.0%
25.0%
25.0%
0.0%
0.0%
0.0%_
1213M
0.0%
25.0%
25.0%
25.0%
0.0%
0.0%
0.0%
113M
0.0%
25.0%
25.0%
25.0%
0.0%
0.0%
0.0%
213M
0.0%
25.0%
25.0%
25.0%
0.0%
0.0%
0.0%
v
After3PM
0.0%
25.0%
25.0%
25.0%
25.0%
25.0%
25.0%
(D
U)
m
LO
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OFF PEAK SEASON•
ti
O
U
W
MON
TUES
WED
THUR
FRI
SAT
SUN
I
0
L
8AM
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%�.
I
9AM
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
o
10AM
0.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
w
11AM
0.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
12PM
0.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
E
113M
0.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
213M
0.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
Q
After 3PM
0.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
NOTES:
*Applicable to Collier County residents
only, not
applicable
to non-resident guests
**Resident tee times must be made
five days in
advance
***Tee times subject to availability and course opeartional
hours
****Residents
to be identified by a method agreeable
to Collier County
CLUBCORP I BIGSHOTS 21
Packet Pg. 447
ANNUAL REPORT
For the fiscal years ended December 31, 2020, December 31, 2019 and December 25, 2018
Pursuant to Section 4.02(a) of the
Indenture dated August 29, 2017, governing the
8.50% Senior Notes due 2025 of C1ubCorp Holdings, Inc.
(as successor to Constellation Merger Sub Inc.)
CLUBCORP HOLDINGS, INC.
3030 LBJ Freeway, Suite 600
Dallas, TX 75234
(972) 243-6191
TABLE OF CONTENTS
Page
PART I.
Item 1. Business 3
Item IA. Risk Factors 22
Item 2. Properties 40
Item 3. Legal Proceedings 45
PART II.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Item 5. Purchases of Equity Securities 46
Item 6. Selected Financial Data 46
Management's Discussion and Analysis of Financial Condition and Results of
Item 7. Operations 48
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 83
Item 8. Financial Statements 84
PART III.
Item 10. Mana eg ment 133
Item 13. Certain Relationships and Related Party Transactions 135
PART
ITEM 1. BUSINESS
Throughout this Annual Report, we refer to ClubCorp Holdings, Inc. ("ClubCorp Holdings'), together with its
subsidiaries, as "we ", "us ", "our ", "ClubCorp " or the "Company ". As of December 31, 2020, we changed our fiscal year end
from a 52153 week period ending on the last Tuesday of December to December 31. The impact of this change was not material to
the comparability of our financial results for the years presented. Accordingly, the change to a calendar fiscal year was made on
a prospective basis and prior operating results have not been adjusted. The consolidated financial statements consist of the fiscal
year ended December 31, 2020, the 53 weeks ended December 31, 2019 (referred herein as the fiscal year ended December 31,
2019) and the 52 weeks ended December 25, 2018 (referred herein as the fiscal year ended December 25, 2018).
We employ "same store " analysis techniques for a variety of management purposes. By our definition, clubs are
evaluated at the beginning of each year and considered same store once they have been fully operational for one fiscal year.
Newly acquired or opened clubs, clubs added under management agreements and divested clubs are not classified as same store;
however, clubs held for sale are considered same store until they are divested. Once a club has been divested, it is removed from
the same store classification for all years presented.
Summary
We are a leading membership -based leisure business and a leading owner -operator of private golf and country clubs, city
clubs and stadium clubs in North America. As of December 31, 2020, our portfolio of 202 owned or operated clubs, with over
165,000 memberships, served over 415,000 individual members. Our facilities are located in 27 states, the District of Columbia
and two foreign countries. ClubCorp began with one country club in Dallas, Texas with the premise of providing a first-class club
membership experience. We later expanded to encompass multiple locations, making us one of the first companies to enter the
business of professional ownership and operation of private golf and country clubs. In 1966, we established our first city club with
the belief that we could profitably apply our principle of delivering quality service and member satisfaction in a related line of
business. In 1997, we opened our first stadium club which focuses on a cohesive alumni network that is attractive to the respective
universities' faculty and alumni organizations. On September 18, 2017 (the "Closing Date"), we were acquired by affiliates of
investment funds managed by affiliates of Apollo Global Management, Inc. (together with its consolidated subsidiaries,
"Apollo"), a private equity firm who is a leader in global alternative asset management. Pursuant to the Agreement and Plan of
Merger (the "Merger Agreement") with Constellation Club Parent, Inc. ("Parent") and Constellation Merger Sub Inc., a wholly -
owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into ClubCorp Holdings with ClubCorp Holdings
continuing as the surviving corporation (the "Merger"). Parent is an affiliate of certain funds (the "Apollo Funds") managed by
affiliates of Apollo.
C1ubCorp's Diverse Portfolio of Owned and Operated Clubs
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Impact of Coronavirus Pandemic
During the fiscal year ended December 31, 2020, a novel strain of coronavirus ("COVID-19") surfaced and spread around the
world, including to the United States. In March 2020, the World Health Organization declared COVID-19 a pandemic. Due to
COVID-19, various state and local governments where we operate issued decrees prohibiting certain businesses from continuing
to operate and certain classes of workers from reporting to work. In response to COVID-19 and the related business disruption,
we have identified several priorities, including ensuring the health and safety of our employees and members, supporting and
making a difference in our local communities, serving members as they adapt during this crisis and positioning ourselves to
emerge strong when this crisis ends.
Beginning in the latter part of March 2020, the Company temporarily closed or reduced club operations at a significant
number of its owned and operated clubs. In late April 2020, the Company began reopening its clubs in compliance with state and
local government guidelines. As of December 31, 2020, all of our clubs are fully or partially open under applicable social
distancing protocols, where necessary. As COVID-19 restrictions have been lifted, our Golf and Country Clubs have generally
been able to reopen and recover at a faster rate than our City Clubs and Stadium Clubs. The majority of our City Clubs and
Stadium Clubs are located in downtown, business districts and campuses, which have been slower to reopen as many employees
continue to work from home and students take online classes. Furthermore, the majority of City Clubs and Stadium Clubs revenue
is driven by private events, which have decreased as many have cancelled or postponed weddings, conferences, and meetings due
to social distancing requirements. While the effects of COVID-19 have negatively impacted the Company's results of operations,
cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means
the related financial impact cannot be reasonably estimated at this time. Recent developments with respect to COVID-19 vaccines
have the potential to affect the scope and duration of the pandemic. While a number of COVID-19 vaccines have received
regulatory approval and are available in limited quantities in the United States and other parts of the world, a degree of
uncertainty exists with respect to the distribution, utilization, and long-term efficacy of vaccinations among the general
population. The impact of COVID-19 vaccines on the pandemic and the Company's business remain unknown. Events and
changes in circumstances arising after December 31, 2020, including those resulting from the impacts of COVID-19, will be
reflected in management's estimates for future periods.
In an effort to retain members and preserve dues revenues during the COVID-19 related club closures, management
implemented and communicated a plan to members that allows members to receive future usage credits based on certain criteria.
In general, members must be active members with current account receivable balances. Generally, credits can be used by the
member for point -of -sale transactions, such as retail, golf operations and food and beverage purchases. As the future usage credits
are utilized we recognize non -cash revenue within Golf and Country Clubs, City Clubs and Stadium Clubs segment revenues.
During the fiscal year ended December 31, 2020, we issued $51.5 million in future usage credits of which $50.9 million were
recorded as contra dues revenue within elimination of intersegment revenues and segment reporting adjustments of $0.6 million
were recorded within revenues relating to divested clubs. During the fiscal year ended December 31, 2020, members redeemed
$42.6 million, $1.9 million and $0.3 million of credits with the related revenue recorded by revenue type for which it was
redeemed within Golf and Country Clubs, City Clubs and Stadium Clubs segment revenues. See Note 17.
To preserve our liquidity and manage our cash flow, we took certain preemptive actions to enhance our ability to meet
our short-term liquidity needs. Such actions included, but were not limited to, reducing our discretionary spending, revisiting our
investment strategies, and reducing payroll costs, including through employee furloughs, terminations, and temporary pay cuts. In
addition, the Company entered into several lease concession agreements with our lessors, which resulted in $3.1 million in rent
deferrals and $1.5 million in rent abatements as of December 31, 2020. Pursuant to COVID-19 related rent concession guidance
provided by the Financial Accounting Standards Board, the Company has elected to account for lease concessions resulting
directly from COVID-19 as though the enforceable rights and obligations to the concessions existed in the respective contracts at
lease inception and will not account for the concessions as lease modifications. None of the concessions resulted in a substantial
increase in the Company's obligations. We are in negotiations with several additional lessors regarding rent relief requests, most
in the form of rent deferral; however, it is possible that not all of these requests will ultimately result in modification of our lease
agreements. Furthermore, as a result of COVID-19 and its impact on our financial condition, the Company has chosen not to pay
several of our operating facility leases as they become due even though rent concessions have not been granted by the respective
lessors. As of December 31, 2020, the Company withheld $3.3 million in payments under our contractual operating lease
obligations. Subsequent to December 31, 2020, we did not make any payments related to these contractual operating lease
obligations.
Although we are experiencing a time of crisis, we are not losing sight of long-term opportunities for our business. We
believe that we will come out of this situation a better and stronger company by driving our long-term strategies and responding to
changing consumer behavior. The impacts of COVID-19 pandemic on our business are discussed in further detail throughout this
Annual Report.
4
Principal Business Segments
Our operations are organized into three principal business segments: (1) Golf and Country Clubs, (2) City Clubs and (3)
Stadium Clubs. For fiscal year 2020, Golf and Country Clubs accounted for 90% of our total combined club revenues, City Clubs
accounted for 9% of our total combined club revenues and Stadium Clubs accounted for 1% of our total combined club revenues.
Prior to the fourth quarter of 2020, we had two reportable segments, Golf and Country Clubs and City Clubs. Our clubs located
within stadiums were moved from our City Clubs segment to a newly established Stadium Clubs segment. This change was made
to provide additional transparency into our growing stadium club operations and highlight what we believe will be an important
strategic growth avenue for us in the future. See Note 17 of our consolidated financial statements included elsewhere herein for
further discussion.
Our Golf and Country Clubs segment includes a broad variety of clubs designed to appeal to a diverse group of
individuals and families who lead an active lifestyle and seek a nearby outlet for golf, fitness, tennis, swimming and other
activities. We are the largest owner of private golf and country clubs in the United States and we own the underlying real estate
for 107 of our 161 Golf and Country Clubs (consisting of approximately 31 thousand acres of real estate). We own, lease or
operate, through joint ventures, 148 golf and country clubs and manage 13 golf and country clubs. Our Golf and Country Clubs
include 142 private country clubs, 13 semi -private clubs and six public golf courses. Our Golf and Country Clubs are designed to
appeal to the entire family, fostering member loyalty which we believe allows us to capture a greater share of our member
households' discretionary leisure spending. For fiscal year 2020, dues per same store average golf membership, excluding
managed club memberships, were approximately $469 per month, including participation in upgrade offerings.
Our City Clubs segment is designed to provide our members with private upscale locations where they can work,
network, host member and corporate events and socialize. We lease or operate, through a joint venture, 34 city clubs and manage
one city club. Our City Clubs include 23 social clubs, 10 social and sports clubs, and two sports clubs. Our City Clubs are
generally located in office towers or business complexes and cater to business executives, professionals and entrepreneurs with a
desire to entertain clients, host events, expand their business networks, work and socialize. Our City Clubs are also attractive
venues for private events held by business groups, wedding parties and personal celebrations. Our sports clubs include a variety of
fitness and racquet facilities. For fiscal year 2020, dues per same store average membership, excluding managed club
memberships, were approximately $161 per month, including participation in upgrade offerings.
Our Stadium Clubs segment is comprised primarily of alumni clubs we formed through partnerships with leading
universities. We mostly operate these private clubs within the footprint of university stadiums. We lease or operate, through a
joint venture, five stadium clubs and manage one stadium club. Our Stadium Clubs are associated with universities with large
alumni networks and are designed to provide a connection between the university and its alumni and faculty. For example,
University Center Club at Florida State is located in the Florida State University football stadium and serves as a gathering spot
for alumni, faculty and staff, along with the Tallahassee, Florida professional, civic and social community. For fiscal year 2020,
dues per same store average membership, excluding managed club memberships, were approximately $90 per month, including
participation in upgrade offerings.
For fiscal year 2020, we generated total revenues of approximately $938.1 million and Adjusted EBITDA of
approximately $177.4 million. Adjusted EBITDA is defined below in the "Basis of Presentation—EBITDA, Adjusted EBITDA
and Pro Forma Adjusted EBITDA".
As shown in the following charts, for fiscal year 2020, Golf and Country Clubs, City Clubs and Stadium Clubs
accounted for 90%, 9% and 1% of our total combined club revenues, respectively. The following charts provide a breakdown of
total revenues for fiscal year 2020. Membership dues for fiscal year 2020 totaled $516.2 million, representing 55.0% of our total
revenues.
Club Revenues by Segment Total Revenues by Type
City Clubs 9%
Stadium
Clubs 1%
Golf and
Country
Clubs 90%
Golf
19%
Food and
Beverage
18%
Other
Dues
55%
We execute multiple growth strategies including organic growth within our core assets, pursuing reinvention and
expansion opportunities and corporate development, including club acquisitions.
Organic growth. As the largest owner -operator of private golf and country clubs in the United States, we believe that our
expansive portfolio of clubs allows us to drive membership growth by providing a compelling value proposition through product
variety. In 1999, we began leveraging the breadth and geographic diversity of our clubs by offering our members various upgrade
offerings to take advantage of our portfolio of clubs and variety of amenities. As a lifestyle company, we have created
membership programming, such as our Optimal Network Experience ("O.N.E.") program which provides members access to
benefits and special offerings in their local community, network -wide and beyond, in addition to benefits at their home club. We
offer our members privileges throughout our collection of clubs, and we believe that our diverse facilities, recreational offerings
and social programming enhance our ability to attract and retain members across a number of demographic groups. We also have
alliances with other clubs, resorts, facilities, and adjacent businesses located worldwide through which our members can enjoy
additional access, discounts, special offerings and privileges outside of our owned and operated clubs. As of December 31, 2020,
approximately 57% of our memberships were enrolled in one or more of our upgrade programs, and associated incremental dues
revenues relating to our upgrade programs, accounted for approximately $65.9 million of our total dues revenues for fiscal
year 2020.
Corporate Development. We believe the ability to offer access to our collection of clubs provides us a significant
competitive advantage in pursuing acquisitions and that the fragmented nature of the private club industry presents significant
opportunities for us to expand our portfolio by leveraging our operational expertise and by taking advantage of market conditions.
We believe there are many attractive opportunities to expand our portfolio of clubs through acquisitions, leases or management
agreements. We continually evaluate and selectively pursue these opportunities to expand our business.
Our Competitive Strengths
We attribute our success in large part to the following competitive strengths:
Dues -Based Membership Business with Significant Recurring Revenues. We operate with the central purpose of being
a lifestyle company through building relationships and enriching the lives of our members. We focus on creating a dynamic and
exciting setting for our members by providing them an environment in which they can engage in a variety of leisure, recreational,
social and networking activities. We believe our clubs have become an integral part of many of our members' lives and, as a
result, the vast majority of our members retain their memberships each year. As of December 31, 2020, our membership retention
was 79.0% in Golf and Country Clubs, 66.6% in City Clubs and 82.9% in Stadium Clubs for a blended retention rate of
approximately 76.5%. We believe our annual retention rates are among the highest as compared to other high -end membership -
based businesses, such as fitness companies. Our large membership base creates a stable recurring revenue stream with high
visibility. As of December 31, 2020, our portfolio of 202 owned or operated clubs, with over 165,000 memberships, served over
415,000 individual members.
The following charts present our membership counts and annualized retention rates for our three business segments for
the past five years for our Golf and Country Club segment and the past three years for our City Club and Stadium Club segments:
6
Membership Counts and Annualized Retention Rates (1)(2)
140,000
120,000
100,000
80,000
60,000
40,000
20,000
0
50,000
40,000
30,000
20,000
10,000
0
100.0%
90.0%
80.0%
70.0%
2016 2017 2018 2019 2020
Golf and Country Club Memberships - Annualized Retention Rate
2018 2019 2020
City Club Memberships - Annualized Retention Rate
100.0%
90.0%
80.0%
70.0%
60.0%
7
12,000
10,000
8,000
6,000
4,000
2,000
2018 2019 2020
Stadium Club Memberships - Annualized Retention Rate
100.0%
90.0%
80.0%
70.0%
60.0%
(1) The change to a calendar fiscal year was made on a prospective basis and prior membership counts and
annualized retention rates before fiscal year 2018 have not been adjusted. Annual retention rates for
fiscal years 2016 and 2017 were not separately available for City Clubs and Stadium clubs. The decline
in fiscal year 2020 is due primarily to COVID-19 related club closures and reduced club operations
under social distancing protocols. We expect our operations to recover to pre COVID-19 levels as
consumer spending to recovers.
As shown in the following chart, revenues per average membership increased steadily between fiscal year 2016 and
fiscal year 2019 achieving a 1.7% compound annual growth rate ("CAGR"). While golf rounds have increased, the revenues per
average membership decreased in fiscal year 2020 compared to fiscal year 2019 due primarily to COVID-19 related club closures
and reduced club operations under social distancing protocols, which lead to declines in food and beverage revenues and private
events revenues. For all fiscal years presented, we calculate average membership using the membership count at the beginning
and end of the relevant fiscal year.
8,000
6,000
4,000
2,000
0
Revenues per Average Membership (1)
2016 2017 2018 2019 2020
(1) The change to a calendar fiscal year was made on a prospective basis and prior membership counts
before fiscal year 2018 have not been adjusted.
Mass Affluent Membership Base with Proven Resiliency. We have a large, affluent membership base with an attractive
demographic profile. According to the most recent data provided by Experian Marketing Solutions, a data -driven advertising
company, an analysis of our 2020 Golf and Country Clubs members, excluding certain managed clubs where data is not readily
available, indicates that they have an average annual household income of $161,000 to $195,000 and a primary home value of
$419,000 to $842,000. An analysis from the same database of our City Clubs members indicates that they have an average annual
household income of $176,000 to $182,000 and a primary home value of $698,000 to $926,000. Additionally, an analysis of our
Stadium Clubs members indicates that they have an average annual household income of $159,000 to $173,000 and a primary
home value of $417,000 to $558,000. We believe that these demographic profiles are more resilient during economic downturns
than the general population, reducing our sensitivity to adverse economic conditions and providing us with operating leverage in
favorable economic conditions.
Nationally -Recognized and Award -Winning Clubs with Broad Lifestyle and Family Appeal. Our Golf and Country
Clubs, with more than 200 18-hole course equivalents as of December 31, 2020, represent the core assets of our company and are
strategically concentrated in sunbelt markets and other major metropolitan areas. We believe that our clubs are among the top
private golf clubs within their respective markets based on the quality of our facilities, breadth of amenities and number of
relevant programs and events. These clubs are further anchored by our golf courses, of which approximately one third are
designed by some of the world's best-known golf course architects, including Jack Nicklaus, Arnold Palmer, Tom Fazio, Pete
Dye, Arthur Hills, Gary Player, Robert von Hagge, Bruce Devlin and Robert Trent Jones. A number of our clubs have won
national and local awards and have appeared on national and local "best of lists for golf, tennis, croquet and dining including:
• Blackstone Country Club in Aurora, Colorado —"Best Private Club Value", "Best Private Club for Families" and "Best
Food" (2020 Avid Golfer Colorado)
• Black Bear Golf Club in Parker, Colorado —"Most Underrated Private Club" (2020 Avid Golfer Colorado)
• Firestone Country Club in Akron, Ohio (South Course) —"Top 200 U.S. Classic (pre-1960) Courses" and "Ohio's Best
Private Courses" (2020 Golfweek), and "Best in State" (2020 GOLF Magazine) at our South Course, and "Best in
State" (2019 and 2020 Golf Digest) at our South and North Course
• Bear's Best Atlanta in Suwanee, Georgia, and Bear's Best Las Vegas —"Best Courses You Can Play" State -by -State
(2019 Golfweek)
• Aspen Glen Club in Carbondale, Colorado —"Best in State" and "Top 200 Residential Courses" (2019 Golf Digest)
• TPC Craig Ranch in McKinney, Texas —"Top 200 Residential Courses" and "10 Best TPC Courses" (2019 Golf Digest)
• Brookhaven Country Club in Dallas, Texas —"Best Family Club" in Dallas/Fort Worth (2019 Avid Golfer Magazine)
• Downtown Club at the Met in Houston-2018 Member Organization of the Year (United States Tennis Association)
The operations and maintenance of our golf courses and facilities have led to our selection as host of several high -profile
events, leading to local and national media recognition as well as event revenues, club utilization and membership sales. The
following events were or will be played at our courses:
• AT&T Byron Nelson Tournament (beginning in 2021)—TPC Craig Ranch in McKinney, Texas
• 2019 Bridgestone Seniors Players Championship —Firestone Country Club in Akron, Ohio
• The Insperity Invitational (Champions Tour) —The Woodlands Country Club Tournament Course in The Woodlands,
Texas
• The LPGA ANA Inspiration (formerly the Kraft Nabisco Championship) --Mission Hills Country Club in Rancho
Mirage, California
• The Honda Classic (PGA TOUR) -PGA National Resort & Spa in Palm Beach Gardens, Florida
Outside of our golf offering, our clubs provide a variety of additional amenities and services that we believe appeal to the
lifestyle of the whole family, such as well-appointed clubhouses, a variety of dining venues, event and meeting spaces, tennis
facilities, exercise studios, personal training, spa services, resort -style pools and water features and outdoor gathering spaces. We
offer over 900 tennis courts across 103 clubs, and our Brookhaven Country Club features a nationally -recognized private tennis
facility.
Many of our 35 City Clubs are located in the heart of the nation's influential business districts, with locations in 15 of the
top 25 metropolitan statistical areas, and offer an urban location for professionals to network with colleagues, conduct business
and socialize with friends. We believe our City Clubs are choice locations for regional and local business and civic receptions
with business amenities to support these events. These clubs also host numerous upscale private events, such as weddings, bar and
bat mitzvahs and holiday parties. These events generate traffic flow through our clubs, helping to drive membership sales and club
utilization.
We mostly operate our private Stadium Clubs within the footprint of university stadiums. Our Stadium Clubs offer a
unique setting for alumni and faculty to share common heritage and experiences. These clubs host numerous upscale private
events, such as university events, weddings, away -game watch parties and charity galas.
Expansive Portfolio of Clubs and Alliances Providing Scale and Operating Efficiencies. As the largest owner -operator
of private golf and country clubs in the United States, we believe that our expansive portfolio of clubs allows us to drive
membership growth by providing a compelling value proposition through product variety. By clustering our clubs, many of our
members have local access to both urban business -focused clubs as well as suburban family -oriented clubs. For an incremental
monthly charge, our reciprocal access program gives our members access to our owned and operated clubs, as well as the
facilities of others with which we have an alliance relationship, both domestically and internationally. For example, a member of
one of our Dallas -Fort Worth area clubs who participates in the O.N.E program. offering could travel to Palm Springs, California
and play at the Dinah Shore Tournament Course at our Mission Hills Country Club. As of December 31, 2020 and December 31,
2019, approximately 57% and 60%, respectively, of our memberships were enrolled in one or more of our upgrade programs.
Further, at the 144 clubs that offer O.N.E. program, approximately 60% of our golf memberships were enrolled in one or more of
our upgrade programs as of December 31, 2020. Incremental dues revenues, on a consolidated basis, relating to our upgrade
programs accounted for approximately $65.9 million of our total dues revenues for fiscal year 2020, compared to approximately
$70.7 million for fiscal year 2019. By providing members with numerous services and amenities that extend beyond their home
clubs to all of the clubs we own and operate and the clubs with which we have alliances, we believe we can drive membership
growth and create a key market differentiator which would be difficult for our competitors to replicate. We believe we have an
opportunity to increase our revenues related to upgrade programs as we continue to introduce these products to our clubs,
including recently acquired clubs. We believe the size of our portfolio of clubs provides us with significant economies of scale,
creating operational synergies across our clubs and enabling us to consolidate our human resources, sales and marketing,
accounting and technology departments. We also benefit from centralized purchasing to receive preferred pricing on supplies,
equipment and insurance.
Our established alliances feature leisure -oriented businesses including Club 1 Hotels, an extensive hotel booking
platform, and featured hotels and resorts including Omni La Costa Resort and Spa, Omni Barton Creek Resort & Spa and
Pinehurst Resort; cruise lines such as Oceania and Regent Silver Seas; and entertainment at numerous other venues worldwide
that provide discounts, upgrades and complimentary items or services. For example, our members receive 10% or more off best -
available rates at select hotels and resorts, as well as special access and VIP packages to events such as The Masters and the
U.S. Open Golf and Tennis Championships.
Broad Club and Geographic Diversification. As a result of our size and geographic diversity, our operating revenues
and cash flows are not reliant on any one club or geographic region. We have strategic concentrations of golf and country clubs in
Texas, California and the Mid -Atlantic region, representing approximately 30.5%, 13.8% and 12.7%, respectively, of total
combined club revenues for fiscal year 2020. While we have greater presence in these states where climates are typically
conducive to year-round play, we believe that the broad geographic distribution of our portfolio of clubs helps mitigate the impact
of adverse regional weather patterns and fluctuations in regional economic conditions. To allow for maximization of golf rounds,
we employ a corporate senior vice president of agronomy and regional directors of agronomy who oversee our strong agronomic
10
practices, helping to extend golf play throughout the climate zones in which we operate. Our 10 largest clubs by revenues
accounted for 18.3% of our club revenues for fiscal year 2020, as shown in the following chart:
Revenues
% of
Club
Location
(in thousands)
Club Revenue
Gleneagles Country Club
Texas
$ 19,952
2.1%
The Woodlands Country Club Palmer Course & Tennis Center
Texas
19,350
2.1%
The Clubs of Kingwood at Kingwood
Texas
18,406
2.0%
Mission Hills Country Club
California
18,275
1.9%
Stonebriar Country Club
Texas
17,359
1.9%
Brookhaven Country Club
Texas
16,303
1.7%
The Hills Country Club at Lakeway
Texas
15,909
1.7%
Coto De Caza Golf & Racquet Club
California
15,567
1.7%
Firestone Country Club
Ohio
15,379
1.6%
Anthem Golf & Country Club
Arizona
14,654
1.6%
$ 171,154
18.3%
Significant Golf and Country Real Estate Ownership. We own the real estate underlying 107 of our 161 Golf and
Country Clubs, representing approximately 66.5% of our Golf and Country Clubs portfolio, and believe we have an advantage
over other clubs as we retain control and the ability to maximize the value of our clubs and business. By owning the real estate
underlying our clubs, we have been able to implement capital plans that benefit and generate positive returns on our investments.
Owning many of our assets also gives us the flexibility to recycle our capital by selling underperforming clubs or non -essential
tracts of land. We also may have the ability to optimize our owned real estate through redevelopment.
Strong Financial Profile and Cash Flow Characteristics. Our resilient dues -based membership business provides us
with a stable and highly visible recurring revenue stream. While we have delivered strong historical financial performance, we
experienced declines in revenues and Adjusted EBITDA due to COVID-19 related club closures and reduced club operations
under social distancing protocols. While timing of recovery may be uncertain and is dependent on certain items, such as the
distribution, utilization, and long-term efficacy of vaccinations among the general population, we expect to recover from these
declines within the next 18 to 24 months. For 2020, our Adjusted EBITDA margin was approximately 18.9% and our unlevered
free cash flow conversion (measured as unlevered free cash flow divided by Adjusted EBITDA) was approximately 69%. We
define unlevered free cash flow as Adjusted EBITDA minus maintenance capital expenditures, cash taxes and capital lease
payments.
$1,200
$1,000
$800
$600
$400
$200
$0
Historical Total Revenues (millions) Historical Adjusted EBITDA and Margin (millions)
at 165 $300
2016 2017 2018 2019 2020
$250
$200
$150
$100
$50
$0
2016 2017 2018 2019 2020
Adjusted EBITDA t Adjusted EBITDA Margin
25.0 %
20.0%
15.0%
10.0%
5.0%
0.0 %
Proven and Experienced Management Team. We have a highly experienced professional management team that has
delivered strong results through disciplined execution. Our executive management team has an average of 23 years of hospitality
and club specific experience, and has a successful track record of implementing our strategies and growing our business,
including (i) driving new membership sales; (ii) delivering value to our members through modernization and enhancements of our
clubs and upgrade programs; (iii) improving operating efficiencies; and (iv) expanding our portfolio through acquisitions.
11
We have also attracted and retained qualified general managers for our clubs. Our club general managers average
approximately seven years of service with us. These managers are tasked with the day-to-day responsibility of running the clubs
and executing the strategic direction of senior management.
Our Strategies
Attracting and retaining members while increasing member usage by providing the highest quality club experience are
the key drivers of our revenue growth. We execute multiple growth strategies including organic growth within our core assets,
pursuing reinvention and expansion opportunities and corporate development, including club acquisitions. We also intend to
implement certain operational improvements and costs savings initiatives that we believe will further optimize our business and
positively impact our results of operations.
Organic Growth. Our organic growth strategy is focused on employing an experienced membership sales force,
leveraging our portfolio and alliance offerings and developing new and relevant programming.
Employ Experienced Membership Sales Force —We employ approximately 180 club -based, professional membership
sales personnel who are further supported by regional and corporate sales and marketing teams. Our sales teams receive
comprehensive initial and ongoing sales training through our internally developed "Bell Notes" training program that we believe
addresses all elements of the sales process from member prospecting to closing the sale and onboarding the new member. Our
sales efforts are driven at the individual club, regional and national level. Club level membership sales are targeted to individual
households in the local community and bolstered by referrals from existing members, real estate brokers and developers. Regional
sales management ensures sales plan execution and identifies additional prospecting opportunities that match the demographic
data of existing club members such as household income or the propensity to play golf. Our national sales and marketing teams
are led by five corporate professionals who on average have more than 24 years of experience in the leisure industry. Their efforts
include creating core and strategic membership offerings and corporate rate memberships.
Leverage Our Portfolio and Alliance Offerings —We offer a variety of products, services and amenities through upgrade
offerings that provide members access to our portfolio of clubs and leverage our alliances with other clubs, resorts and facilities
both domestically and internationally.
We offered our O.N.E. program at 144 clubs as of December 31, 2020. The O.N.E. program is a product that combines
what we refer to as "comprehensive club, community and world benefits". With this offering, members typically receive 50% off
a la carte dining at their home club; preferential offerings to clubs in their community (including those owned by us), as well as at
local spas, restaurants and other venues; and complimentary privileges to more than 300 golf and country, social, sporting and
athletic clubs when traveling outside of their community with additional offerings and discounts to more than 1,000 renowned
hotels, resorts, restaurants and entertainment venues. These programs are designed to increase our recurring monthly revenues
while providing a value proposition to our members that helps drive increased usage of our facilities. As of December 31, 2020,
approximately 57% of our memberships were enrolled in one or more of our upgrade programs. We continue to evaluate
opportunities for further expansion of the O.N.E. program into additional geographic areas and acquired clubs. Additionally, in
2016, we introduced the ClubCorp Travel program (now known as Play Away) that offers a dues -based membership with benefits
and preferred access to clubs nationwide when members travel 100+ miles from their primary residence. As of December 31,
2020, we had more than 2,000 memberships enrolled in this program compared to 3,900 memberships as of December 31, 2019.
In addition, we will grow our reach of complementary hospitality and consumer services relationships, expand the breadth of
benefits and further enhance our membership value proposition, including through access to other Apollo portfolio companies in
the hospitality, leisure and consumer services sectors.
We have established alliances with other leisure -oriented businesses, whereby members of our clubs have usage
privileges or receive special pricing at such properties. We target alliances with recognized brands that appeal to our members,
such as the Omni La Costa Resort and Spa, Omni Barton Creek Resort & Spa and other Omni hotels and resorts, Pinehurst
Resort, hotels such as Mandarin Oriental, cruise lines such as Oceania and Regent Silver Seas, and entertainment at numerous
other alliances that provide discounts, complimentary upgrades, services or items. The benefits offered are generally paid for by
our members at the time of use. We have revenue sharing arrangements with some of these properties, and we do not incur any
fees or additional costs to enter into such alliances.
We market and promote our member benefits through our in-house marketing tools, including member e-newsletters and
e-communications, our internally developed online Benefits Finder and other digital and social media applications. Our strategic
alliance partners also support our marketing efforts with targeted advertisement, including direct mail. We make reservations
convenient for members by providing an in-house concierge (C1ubLine), and by offering access to an inventory of VIP tickets.
Members may also directly access discounted hotel rates at thousands of hotels worldwide through C1ubLine, connecting
members to a wholesale travel company with whom we have an alliance arrangement. We continually seek additional reciprocal
12
arrangements and alliances with other hospitality -oriented businesses that can further enhance our members' variety of choices
extending beyond their home club.
Develop New and Relevant Programming —Members who frequently utilize our facilities typically spend more at our
clubs and remain members longer. As a result, we believe that there are significant opportunities to increase operating revenues by
making our clubs more relevant to our members. We capture a member's interest profile when the member joins a club and we
study member usage patterns and obtain feedback from our members periodically to keep our offerings relevant to members'
changing lifestyles. Our goal is to provide numerous opportunities for all members and their families to utilize our facilities.
Key elements of our strategy have included making our Golf and Country Clubs more family -friendly and accessible. To
make it more convenient for members to learn the game of golf, we have expanded practice facilities, enhanced teaching
programs and created "Fastee Courses" where tees are placed forward to shorten the yardage of each hole to ease play and reduce
the time commitment. We have also added family -oriented water recreation facilities in our pool areas, refitted fitness centers and
redesigned our food and beverage outlets to be more contemporary and casual allowing for anytime usage. Many of our Golf and
Country Clubs offer summer camps and other youth programming, including junior golf leagues and swim teams.
Many of our facilities contain significant banquet and catering facilities for use by both members and non-members
alike. We host events ranging from weddings, to bar and bat mitzvahs, to business meetings, to civic organization gatherings,
which often serve as the first introduction of our clubs to prospective members. Our extensive portfolio of City Clubs also
provides our members access to a network of other civic and business leaders, and our clubs endeavor to host high -profile social
and civic events in order to become central to the communities in which we operate. Our Stadium Clubs provide tremendous
value to alumni, faulty, and staff with a year-round membership. Our Stadium Clubs create and promote networking and business
events to stimulate usage and keep members connected within the footprint of university stadiums. We employ approximately 160
club -based, event -focused professional sales personnel who are further supported by regional and corporate sales and marketing
teams.
Members also participate in clubs within their club, whereby members with similar interests come together for
recreational, educational, charitable, social and business -oriented purposes. We believe this reinforces the club becoming integral
to the lives of our members. Our individual clubs also benefit from member participation on their board of governors and
numerous committees providing us valuable feedback and recommendations for further improvements to our program offerings.
We will continue to promote activities and events occurring at members' home clubs and believe we can further tailor our
programming to address members' particular preferences and interests.
Corporate Development. Corporate development, including acquisitions, allows us to expand our portfolio and network
offerings. We believe the ability to offer access to our collection of clubs provides us a significant competitive advantage in
pursuing acquisitions. Newly acquired clubs generally benefit from additional capital and implementation of our reinvention
strategy. We believe the compelling benefits that we have to offer, such as not assessing members for capital improvements as
well as our ability to consummate acquisitions and improve operations, provide us a strong competitive advantage in pursuing
potential transactions. We believe there are many attractive expansion opportunities available and we continually evaluate and
selectively pursue these opportunities to expand our business. We actively communicate with other club operators, their lenders
and boards of directors who may seek to dispose of their club properties or combine membership rosters at a single club location.
We also evaluate joint ventures, leasing and management opportunities that allow us to expand our operations and increase our
recurring revenues base without substantial capital outlay. When we do make strategic acquisitions, we do so only after an
evaluation to satisfy ourselves that we can add value given our external growth experience, facility assessment capabilities,
operational expertise and economies of scale.
13
From fiscal years 2016 through 2020, we have spent approximately $99.1 million to acquire the 18 golf and country
clubs shown in the table below.
Number
Number
Year
Club
Location
of Clubs
of Holes
2016
Marsh Creek Country Club
Florida
1
18
Santa Rosa Golf and Country Club
California
1
18
Heritage Golf Club
Ohio
1
18
2017
Eagle's Nest Country Club
Maryland
1
18
North Hills Country Club
Pennsylvania
1
18
Norbeck Country Club
Maryland
1
18
Oakhurst Golf and Country Club
Michigan
1
18
Medina Golf and Country Club
Minnesota
1
27
2018
Brookstone Country Club
Georgia
1
18
The Ridge Club
Massachusetts
1
18
2019
TPC Craig Ranch
Texas
1
18
Oak Creek Golf Club
Maryland
1
18
Belmont Country Club
Virginia
1
18
Dominion Valley Country Club
Virginia
1
18
Regency at Dominion Valley Country Club
Virginia
1
18
Brier Creek Country Club
North Carolina
1
18
Hasentree County Club
North Carolina
1
18
Jupiter Country Club
Florida
1
18
Additionally, from fiscal years 2016 through 2020, we spent over $3.2 million to develop The Collective, a new city club
in downtown Seattle, Washington which opened in the spring of 2018.
Industry Overview
Our company is a membership -based leisure business closely tied to consumer discretionary spending. We believe that
we compete for these discretionary consumer dollars against such businesses as amusement parks, spectator sports, ski and
mountain resorts, fitness and recreational sports centers, gaming and casinos, hotels and restaurants. We believe that we will
benefit from the continued growth in the leisure industry as evidenced by recent trends in gross domestic product ("GDP") growth
within our industry. According to the latest Bureau of Economic Analysis (`BEA") data, from 2015 to 2019, leisure and
hospitality industry's GDP growth increased by an average of approximately 1.7% per year.
$.0%
TO%
6.0°/u
5.0°/u
4.0"/0
3.0%
2.0%
1.0%
0.0%
t7__.. n.._.. V__- a/_ "' _ __ -- T ... n.._I r,nn /vwn
2015 2016 2017 2018 2019
14
Source: Bureau of Economic Analysis.
(1) Leisure represents the BEA defined industry of arts, entertainment, recreation, accommodation and food services.
(2) GDP represents value added; according to the BEA, value added by industry is a measure of the contribution of each
industry to the nation's GDP. Information included in this table reflect the most current available information.
Favorable Macro -Economic Trends. We believe that our industry and business are generally affected by macro-
economic conditions and trends. Evidence of those trends from calendar year 2016 to 2020 include: the S&P 500 increasing
79.0%, home sales volume (including new home and existing home sales) increasing from 12.2 million to 16.5 million, according
to the Bureau of the Census and the National Association of Realtors, median home prices of existing homes increasing from
$232,200 to $309,800, according to the National Association of Realtors, and the consumer discretionary spend increasing from
$13.0 trillion to $14.5 trillion, as reported by the BEA. We believe that as consumer confidence and disposable income increase,
our clubs will benefit from increased leisure and discretionary dollars spent as individuals and families look to expand
recreational activities and social interactions. While COVID-19 had a negative impact on consumer spending, we noted that
consumer spending only decreased slightly compared to the $14.8 trillion in 2019. We believe this decline is temporary and
expect consumer spending to recover within a relatively short period of time.
100
90
80
70
60
50
orb
Consumer Sentiment Index
—Monthly Consumer Sentiment Index — 5-Year Average
,l�gtib
_ti �ti titi �ry �>a
$1a,o00
$17,000
$16,000
$15,000
$14,000
$13,000
$12,000
$11,000
$10,000
$9,000
$6.000
o1g
0
Monthly Real Disposable Personal Income -
Seasonall4 ?adjusted (Sb of Chained 2009 dollars)
Source: Thomson Reuters and University of Michigan. Source: Bureau of Economic Analysis.
0%
Improving Real Estate Conditions. We believe improving economic conditions and improvements in local housing
markets reinforce the foundation for membership growth. Economic indicators, such as increased consumer confidence,
discretionary spending and home sales and construction, support an environment where we believe prospective members will
choose to join our clubs.
Membership growth is, in part, driven by sales of homes in neighborhoods where our clubs are located as those who
purchase homes in those areas are more likely to join the neighboring country club. For example, Adjusted EBITDA at
Stonebridge Country Club, in McKinney, Texas, increased 53.1% from the end of fiscal year 2012 to the end of fiscal year 2020,
during which time McKinney issued over 17,000 new single family housing permits and its population grew by over 58,000
residents, or 43%.
Affluent Demographic. According to February 2018 published research from eMarketer, households with annual income
over $125,000 account for more than 20% of total US households. Households with income over $200,000 spend nearly twice as
much annually as those in the $100,000 to $149,999 range. Affluent spending is far above average in discretionary categories like
entertainment. We believe this mass affluent demographic's share of discretionary spending is beneficial to our business.
Golf Industry Overview
We primarily own and operate private golf and country clubs for which we believe demand is generally more resilient to
economic cycles than public golf facilities and other hospitality assets, which we believe can be attributed to our favorable
membership demographics. National Golf Foundation ("NGF") reports that are referenced below include the most recent
15
publications available to us. Covid-19 is putting downward pressure on parts of our business and creating larger opportunities in
other parts. The severe economic effects of COVID-19 continued to weigh most heavily on our City Clubs and Stadium Clubs
segments. Per Golf Datatech's December 2020 National Golf Rounds Played report, 2020 proved to be the largest total annual
rounds played increase, of 13.9%, in the 20+ years of Golf Datatech collecting rounds played numbers.
Golf Industry Trends. We believe that golf industry trends are favorable to our private club membership model. The golf
industry is characterized by varied ownership structures, including properties owned by corporations, member equity owners,
developers, municipalities and others. NGF also reports that 2019 represented the fourteenth consecutive year in which total
facility closures outnumbered openings, with a net reduction of 271 18-hole equivalent courses in 2019. Based on the latest count,
available to us, by NGF, 2019 year-end U.S. golf supply totaled 14,366 facilities. Based on our fiscal year 2020 performance, we
expect 2020 trends to meet or exceed 2019.
1aA0o
16.000
14,W
12,000
10.0❑a
aOW
C'MO
,.wo
ZAWO
Golf Facilities in The U.S.
2015 2010 2017
Net Change in Total Golf Course Supply
0
.30
-1W
-15D 1 .16❑ -
.2M
M
2019 -
Xo
204 2016 2011 2018
Source: National Golf Foundation (showing the last year reported)
We believe the golf industry continues to experience stable demand. Based on NGF reports, the game's most committed
golfers (those who account for more than 90% of all rounds -played and spending) held steady at roughly 20 million.
Furthermore, according to NGF, the number of beginning golfers in the U.S. is approximately 2.5 million in 2019 comparable to
the previous annual high of approximately 2.6 million in 2017 and 2018. Based on our fiscal year 2020 performance, we expect
2020 trends to meet or exceed 2019.
Annual Golf Rounds Played in the U.S. (millions)
NO
500 466
400
3❑0
200
to
❑ - -
2015
41$
Number of Beginner Golfers in the U.S. (millions)
3A ,
2.s
2A
t5
1.0
0.1
201 r+
Source: National Golf Foundation (showing the last year reported)
2.6 26
2016 2011 2018 2019
16
Golfer Trends. According to NGF, golf participation in 2019 for both on -course and off -course play is approximately
34.2 million, an increase of 6.4% in the past two years. According to NGF, the number of off -course participants continue to
increase with more than 40% of off -course participants only playing at off -course locations. We believe the increase in popularity
of approachable off -course golf entertainment has expanded the golf industry with the number of non -golfers who expressed they
are "very interested" in playing golf growing 23% from 2016 to 2019, per NGF. Golf is becoming increasingly diverse, possibly
due to the more welcoming nature of more non-traditional golf, with women representing 23% of on -course golfers and making
up of 46% of all off -course golfers, according to NGF. Further, NGF reported that the age segment with the most participants (10
million on -course and off -course) remains the 18 to 34 group, which accounts for 25% of golfers. Additionally, the number of
junior participants consists of 22% of the 9.9 million participants who play off -course at golf entertainment venues or indoor
simulators. Based on our fiscal year 2020 performance, we expect 2020 trends to meet or exceed 2019.
Latent Demand (millions) 2019 On -Course Golf Segments (millions)
Non -Golfers very interested in playing golf now
18
16
14
12
1D
2015 2016 2017 2018 2019
Source: National Golf Foundation (showing the last year reported)
City Club Industry Overview
&nim 85+
Adults 50 - 64
Adults 35 - 49.
Young adults 18 - 14
Juniam C Is
While there is no specific industry designation for our City Clubs, we believe utilization of our clubs is comparable to the
restaurant and hospitality industries. Our City Clubs are located in 15 of the top 25 Metropolitan Statistical Areas ranked by
population. Our City Clubs include dining rooms, bar areas and private meeting rooms which allow members to entertain clients,
conduct business and host social and corporate events.
Generally, a favorable economic backdrop increases business activity (as measured by corporate profits and the success
of the capital markets) and would positively affect the demand for our City Clubs. Given that the majority of our City Clubs are
located in downtown business districts, they were slower to reopen as many employees continue to work from home. While the
severe economic effects of COVID-19 continue to weigh heavily on our City Clubs, we believe the downward pressure is
temporary. According to the most recent BEA reports, corporate profits from current production (also known as operating or
economic profits) increased from the end of 2015 to June 2020 by 23.7%. Similarly, the S&P 500 Index, a proxy for the
performance of the broader public equity capital markets, has recently witnessed significant returns. On a total return basis, the
S&P 500 is up 79.0% over the past five years.
17
Corporatc Profits Alter Tax - Scnsonally
Adjusted [$h]
sz.000
5 L900
51.800
$1.700
51.600
$1.500
2015 2016 200 2018 2019
Source: Bureau of Economic Analysis
We anticipate that a continued influx of jobs into our key markets of operations will drive increased demand for our food
and beverage and hospitality amenities and offerings. We believe the locations of our City Clubs, which also serve as anchors to
commercial towers and business centers, position us to capture increased spend from the growing work force. Additionally, as
business activity increases for working professionals, we believe private corporate -sponsored events are likely to become more
sought after.
Stadium Club Industry Overview
Consistent with our City Clubs, the utilization of our Stadium Clubs is comparable to the restaurant and hospitality
industries. Our Stadium Clubs are associated with universities with large alumni networks and are designed to provide a
connection between the university and its alumni and faculty. Stadium Clubs serve as a gathering spot for alumni, faculty and
staff, along with the professional, civic and social community. Our Stadium Clubs provide best in class for university events,
charity galas, weddings and away -game watch parties. We believe these on -campus faculty, alumni and professional clubs are the
hub for the universities and surrounding business communities. Furthermore, as sporting events expand, we believe game watch
parties and charity events will increase. Consistent with our City Clubs, our Stadium Clubs are located on campus and were
slower to reopen as many students take online classes. The severe economic effects of COVID-19 continue to weigh on our
Stadium Clubs. We believe this downward pressure is temporary.
Competition
While our principal direct competitors are other golf, country, city clubs or stadium clubs with similar facilities, we also
compete for discretionary leisure spending with other types of recreational facilities and forms of entertainment including
restaurants, sports attractions, hotels and vacation travel.
Overall, the golf industry is a highly fragmented competitive landscape with approximately 2,100 golf facilities in the
United States operated by a management company, of which approximately 15% are operated by a third -party management
company according to NGF's 2019 year-end data. Additionally, there are 214 golf management companies in the United States,
with 42 golf management companies operating 10 or more facilities, according to NGF. Based on our fiscal year 2020
performance, we expect 2020 trends to meet or exceed 2019.
We believe most of our competition is regionally or locally based and the level of competition for any one of our clubs
depends on its location and proximity to other golf facilities relative to the location of our members. In several of our strategically
concentrated markets, such as those in Texas, Georgia and California, our ownership of multiple facilities allows us to offer
access to multiple clubs both locally and beyond. While others have attempted to create their own access and benefit programs,
we believe our product offerings would be difficult to replicate on a similar scale, given the size of our portfolio of clubs,
geographic diversity of our clubs and our numerous alliances with other clubs, resorts and facilities.
Competition for our City Clubs is dependent on the individual market, and the needs of the individual member. For
members looking for a private dining experience, nearby restaurants are our primary competition. For members looking for places
to conduct business, our competition includes other facilities that provide meeting space such as hotels and convention centers as
well as places such as fast casual restaurants and coffee bars, where people can conveniently meet and conduct informal meetings
and access the internet. For people looking for a place to hold a private party such as a wedding, our competition includes other
catering facilities such as hotels and resort facilities. The competitive environment for our Stadium Clubs is similar to our City
Clubs.
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Seasonality
While the ongoing impact of Covid-19 may cause seasonality to deviate from historical pattern, we consider the year-
round recurring dues revenue stream to be one of the primary advantages of private club ownership. Golf and country club
operations are seasonal in nature, with peak season beginning in mid -May and running through mid -September in most regions.
Usage at our Golf and Country Clubs declines significantly during the first and fourth quarters, when colder temperatures and
shorter days reduce the demand for outdoor activities. However, the seasonality of revenues for many of our Golf and Country
Clubs is partially mitigated by our strategic concentration in regions with traditionally warmer climates such as Texas, Georgia
and California. While nearly all of our Golf and Country Clubs experience at least some seasonality, due to the recurring nature of
our year-round membership dues income, seasonality has a muted impact on our overall performance as compared to daily fee
public golf facilities. Many of our Golf and Country Clubs also offer other amenities such as dining, indoor tennis and fitness
facilities, which provide revenue streams that are typically less affected by seasonality than our golf operations revenues. Our City
Clubs are less seasonal in nature, but typically generate a greater share of their annual revenues in the fourth quarter due to the
holiday and year-end party season. Our Stadium Clubs generally generate a greater share of their annual revenues on game days.
Sales and Marketing
We promote our clubs through extensive marketing and sales programs that are designed to appeal to our existing
members and prospective members with a focus on the member and guest experience. We have designed programming and events
geared toward women and youth, and invested in family amenities that broaden the appeal of our clubs. Additionally, we
advertise through digital, social media and print advertisements in a variety of national, regional and local publications. Our
clublifeweddings.com website which helps future brides and grooms plan their perfect day at one of our clubs is promoted
through digital, social and influencer campaigns. Other recent technology advancements include the expansion of our C1ubLife
mobile app allowing for tee time, dining and event reservations, electronic billing and payment, and GPS golf services. The
C1ubLife mobile app was awarded Best Leisure Mobile Application of 2019 by The Web Marketing Association.
In 2020, our clubs served as the site of several national and regional golf events and received national awards and
recognition. Several clubs received national television coverage while serving as the site of high -profile golf events, including the
Bridgestone Seniors Players Championship at Firestone Country Club, the LPGA ANA Inspiration (one of the four major
tournaments on the LPGA Tour) at Mission Hills Country Club and The Honda Classic (PGA TOUR) at PGA National Resort &
Spa in Palm Beach Gardens, Florida.
Regulation
Environmental, Health and Safety. Our facilities and operations are subject to a number of environmental laws. As a
result, we may be required to incur costs to comply with the requirements of these laws, such as those relating to water resources,
discharges to air, water and land, the handling and disposal of solid and hazardous waste, and the cleanup of properties affected
by regulated materials. Under these and other environmental requirements, we may be required to investigate and clean up
hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities. Environmental laws
typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence
of the contaminants. We use certain substances and generate certain wastes that may be deemed hazardous or toxic under such
laws, and from time to time have incurred, and in the future may incur, costs related to cleaning up contamination resulting from
historical uses of certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by
others. Our facilities are also subject to risks associated with mold, asbestos and other indoor building contaminants. The costs of
investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the
failure to remediate a property properly, may impair our ability to use, transfer or obtain financing for our property. We may be
required to incur costs to remediate potential environmental hazards, mitigate environmental risks in the future, or comply with
other environmental requirements.
In addition, in order to improve, upgrade or expand some of our Golf and Country Clubs, we may be subject to
environmental review under the National Environmental Policy Act and, for projects in California, the California Environmental
Quality Act. Both acts require that a specified government agency study any proposal for potential environmental impacts and
include in its analysis various alternatives. Our improvement proposals may not be approved or may be approved with
modifications that substantially increase the cost or decrease the desirability of implementing the project.
We are also subject to regulation by the United States Occupational Safety and Health Administration and similar health
and safety laws in other jurisdictions. These regulations impact a number of aspects of operations, including golf course
maintenance and food handling and preparation.
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Zoning and Land Use. The ownership and operation of our facilities, as well as our re -development and expansion of
clubs, subjects us to federal, state and local laws regulating zoning, land development, land use, building design and construction,
and other real estate -related laws and regulations.
Access. Our facilities and operations are subject to the Americans with Disabilities Act of 1990, as amended by the ADA
Amendments Act of 2008 (the "ADA"). The rules implementing the ADA include additional compliance requirements for golf
facilities and recreational areas. The ADA generally requires that we remove architectural barriers when readily achievable so that
our facilities are made accessible to people with disabilities. Noncompliance could result in imposition of fines or an award of
damages to private litigants. Federal legislation or regulations may further amend the ADA to impose more stringent requirements
with which we would have to comply.
Other. We are also subject to various local, state and federal laws, regulations and administrative practices affecting our
business. We must comply with provisions regulating health and safety standards, equal employment, minimum wages, and
licensing requirements and regulations for the sale of food and alcoholic beverages.
Human Capital and Employees
Our employees represent our greatest asset. We understand that hiring the right people is critical to the Company's long-
term strategic success. As of March 2, 2021, we had approximately 15,000 employees, of which 13,100 are located at our Golf
and Country Clubs, 1,300 are located at our City Clubs, 300 are located at our Stadium Clubs and 300 are part of our corporate
and regional staff. Other than golf course maintenance staff at two of our clubs, all of our employees are non -union. We believe
we have a good working relationship with our employees and have yet to experience an interruption of business as a result of
labor disputes.
A team of highly motivated and engaged employees is key to delivering a first-class club membership experience that
exceeds our members' expectations. To facilitate the recruitment, development and retention of our valuable employees, we strive
to make C1ubCorp a diverse, inclusive and safe workplace, with opportunities for our employees to grow and develop in their
careers. We believe in the investment in our employees through training and development.
Our Board of Directors retains direct oversight of all human capital management, including corporate culture, diversity,
inclusion, talent acquisition, retention, employee satisfaction, engagement, and succession planning. Throughout the year, we
report on human capital matters to our Board of Directors. The most significant human capital measures or objectives that we
focus on in managing our business and our related human capital initiatives include the following:
Workforce Diversity. We believe we are a stronger organization when our workforce represents a diversity of ideas and
experiences. We value and embrace diversity in our employee recruiting, hiring, and development practices. During fiscal year
2020, we launched our Diversity, Equity and Inclusion initiative, which is focused on enhancing racial diversity through
education, awareness, and outreach throughout our company and communities. We formed a Listening Counsel to connect with
our salaried minority workforce as we sought to listen to their own personal and professional experiences. Through an anonymous
survey we were able to better understand what we were doing well, what we could improve upon, and what we should consider
implementing to provide a more inclusive and equitable work environment.
Inclusion and Belonging. We promote a work environment that emphasizes respect, fairness, inclusion, and dignity. We
are committed to equal opportunity employment and prohibit harassment or discrimination of any kind. We have an open door
policy to encourage an honest employer -associate relationship which includes a confidential hotline available to all employees.
Engagement. High employee engagement and satisfaction are both critical to attracting and retaining top talent, and
benefit our business in many ways. During fiscal year 2020, we conducted an employee engagement survey through an
independent third party, measuring our progress on important employee issues and identifying opportunities for growth and
improvement. We also conducted several employee town halls in during fiscal year 2020 to provide employees with real-time
updates on the business in light of the COVID-19 pandemic.
Training and Development. We conduct annual employee training on our Code of Business Conduct and Ethics. We
also provide training and development to all employees, focusing on career development and professional development.
Compensation and Benefits. We aim to ensure merit -based, equitable compensation practices to attract, retain, and
recognize talent. We provide competitive compensation and benefit packages to our employees. Our executive compensation
program is designed to incentivize our key employees to drive superior results, to give key employees a vested interest in our
growth and performance, and to enhance our ability to attract and retain exceptional managerial talent. Our executive
compensation program rewards both successful individual performance and the consolidated operating results of the Company by
directly tying compensation to Company performance.
rMI
Health, Safety, and Wellness. The health, safety, and wellness of our employees are vital to our success. In response to
COVID-19, we implemented safety protocols to protect our employees, including implementing health screening and
temperature -taking protocols for employees and guests entering our properties, staggering schedules to allow for greater social
distancing, increasing hygiene, cleaning and sanitizing procedures, requiring face coverings where social distancing cannot be
maintained, providing incremental personal protective equipment, enabling employees to work from home where possible, and
restricting business travel.
Furthermore, due to the economic effects of COVID-19, we implemented certain cost -reduction measures which
included furloughs and temporary pay cuts for a portion of our workforce. To help our affected employees, the Company set up a
Feeding our Families initiative and continued to provide medical insurance for several months. The Feeding our Families
initiative provided one family meal per week to furloughed employees.
Community Partnership. Our People Strategy team is responsible for oversight of our charitable and volunteer activities.
We partner with organizations that share our desire to support research, education, and other activities related to healthcare, senior
communities, and disaster relief.
Insurance
We believe that our properties are covered by adequate property, casualty and commercial liability insurance with what
we believe are commercially reasonable deductibles and limits for our industry. We also carry other insurance, including directors
and officers liability insurance, cyber attacks insurance, fiduciary coverage and workers' compensation. Changes in the insurance
market over the past few years have increased the risk that affordable insurance may not be available to us in the future. While we
believe that our insurance coverage is adequate, if we were held liable for amounts and claims exceeding the limits of our
insurance coverage or outside the scope of our insurance coverage, our business, results of operations and financial condition
could be materially and adversely affected.
Intellectual Property
We have registered or claim ownership of a variety of trade names, service marks, copyrights and trademarks for use in
our business, including, but not limited to: Associate Clubs; Building Relationships and Enriching Lives; C1ubCater; C1ubCorp;
C1ubCorp Charity Classic; C1ubCorp Resorts; C1ubLine; Club Resorts; Fastee Course; Membercard; My Club. My Community.
My World.; Private Clubs; The Best Serving The Best; The World Leader in Private Clubs; and Warm Welcomes, Magic
Moments and Fond Farewells. While there can be no assurance that we can maintain registration or ownership for the marks, we
are not currently aware of any facts that would negatively impact our continuing use of any of the above trade names, service
marks or trademarks. We consider our intellectual property rights to be important to our business and actively defend and enforce
them.
Geographic Information
Financial information about geographic area is set forth in Note 17 of the Notes to Consolidated Financial Statements
under Part II, Item 8: "Financial Statements" of this annual report.
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ITEM IA. RISK FACTORS
Risks Relating to Our Business
COVID-19 may adversely impact our business, results of operations and financial condition.
COVID-19 and the efforts to contain it have significantly impacted the global economy, including the golf and lifestyle
club industry in the United States and abroad. The ongoing coronavirus outbreak resulted in extended shutdowns of non -essential
businesses across the country due to shelter -in -place orders. Governments continue to order social distancing in an effort to help
control the transmission of COVID-19. We are closely monitoring all the state and local rules to ensure that we are following the
protocols.
These shutdowns resulted in nearly all of our clubhouses stopping their on -premise dining operations during March and
April, and some into later months, restricting these clubs to take-out dining only, and limited our ability to fully utilize our
facilities. As of December 31, 2020, all of our clubs are fully or partially open under social distancing protocols.
We will continue to actively monitor the issues raised by COVID-19 and may take further actions that alter our business
operations, as may be required by federal, state, or local authorities, or that we determine are in the best interests of our employees
and members. It is not clear what the potential effects any such alterations or modifications may have on our business, including
the effects on our suppliers, vendors, or our financial results.
While we have reopened our clubs, some members may choose for a period of time not to fully utilize our facilities for
health concerns, which could lead to lower revenues or disruptions in our business, which could have a negative impact on our
business and operating results. If COVID-19 continues to spread in the United States, we may elect on a voluntary basis to again
close (after reopening) certain of our clubs or portions thereof, or governmental officials may order additional closures or impose
further restrictions on travel or on the number of people allowed to gather in social spaces. Our private events and outings
business, which are a significant portion of our business and profitability, may be slow to return to pre -pandemic levels. In
addition, our City Clubs segment may also be slower to recover, given that they are generally in downtown business districts that
have not returned to full tenancy. Any of these factors could result in significant disruptions to our operations and a drop in
demand, which could have an adverse effect on our condensed consolidated financial statements. Moreover, our operations could
be negatively affected if employees elect to stay home or are quarantined as the result of exposure to the virus. In addition, our
reliance on third -party suppliers for food and other services exposes us to volatility in the prices and availability of these and
similar goods and services. Such operational disruptions could increase our costs, further decrease our operating efficiencies and
have an adverse effect on our business, results of operations, financial condition and cash flows.
These results, as well as those of other metrics such as revenues, operating margins, net income and other financial and
operating data, may not be indicative of results for future periods. In addition to the potential direct impacts to our business, the
global economy is likely to be significantly weakened as a result of the actions taken in response to COVID-19. To the extent that
such a weakened global economy impacts our members' ability or willingness to pay for our service, we could see our business
and results of operation negatively impacted.
The extent to which COVID-19 impacts our financial results will depend on future developments, which are highly
uncertain, including the duration and impact on overall demand, the timing and extent of the limitations on operations placed by
local governments, the pace and acceptance rate of vaccinations, and the actions to contain COVID-19 or treat its impact, among
others. Therefore, COVID-19 could lead to an extended disruption of economic activity and the impact on our condensed
consolidated results of operations, financial position and cash flows could be material. We are subject to various covenants under
the credit agreements governing our Senior Facilities, 2025 Senior Notes and the Wells Fargo Mortgage Loan. Based on our most
current information, we do not anticipate a violation of any of our existing loan covenants. However, if the impact of COVID-19
is meaningfully more than our current expectation, a financial covenant violation may be possible. Such a circumstance could,
among other things, exhaust our available liquidity (and ability to access liquidity sources) and/or trigger an acceleration to pay a
significant portion or all of our then -outstanding debt obligations, which we may be unable to do.
The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of COVID-19.
Nevertheless, COVID-19 presents material uncertainty and risk with respect to our financial condition, results of operations, cash
flows and performance. Moreover, many risk factors set forth in this Annual Report should be interpreted as heightened risks as a
result of the impact of COVID-19.
Recent developments with respect to COVID-19 vaccines have the potential to affect the scope and duration of the
pandemic. While a number of COVID-19 vaccines have received regulatory approval and are available in limited quantities in the
United States and other parts of the world, a degree of uncertainty exists with respect to the distribution, utilization, and long-term
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efficacy of vaccinations among the general population. The impact of COVID-19 vaccines on the pandemic and the Company's
business remain unknown.
We may not be able to attract and retain club members, which could harm our business, financial condition and results of
operations.
Our success depends on our ability to attract and retain members at our clubs and maintain or increase usage of our
facilities. Changes in consumer tastes and preferences, particularly those affecting the popularity of golf and private dining, and
other social and demographic trends could adversely affect our business. Historically, we have experienced varying levels of
membership enrollment and attrition rates and, in certain areas, decreased levels of usage of our facilities. Significant periods
where attrition rates exceed enrollment rates or where facilities usage is below historical levels would have a material adverse
effect on our business, results of operations and financial condition. For fiscal year 2020, 55.0% of our total revenues came from
recurring membership dues. For the same period, 21.0% of our Golf and Country Club memberships (approximately 27,400
memberships), 33.4% (approximately 13,000 memberships) of our City Club and 17.1% (approximately 1,800 memberships)
Stadium Club memberships were resigned. After the addition of new memberships, our Golf and Country Clubs experienced a
3.6% net loss in memberships, excluding managed clubs. Our City Clubs experienced a 23.7% net loss in memberships, excluding
managed clubs. Our Stadium Clubs experienced a 8.9% net loss in memberships, excluding managed clubs. If we cannot attract
new members or retain our existing members, our business, financial condition and results of operations could be harmed.
Economic recessions or downturns could negatively affect our business, financial condition and results of operations.
A substantial portion of our revenues are derived from discretionary or leisure spending by our members and guests and
such spending can be particularly sensitive to changes in general economic conditions. A recession could lead to slower economic
activity, increased unemployment, concerns about inflation and energy costs, decreased business and consumer confidence,
reduced corporate profits and capital spending, adverse business conditions and lower levels of liquidity in many financial
markets, which could negatively affect our business, financial condition and results of operations. A renewed economic downturn
in the United States, or in geographic areas in which we have strategic concentrations of clubs, may lead to increases in
unemployment and loss of consumer confidence which may translate into resignations of existing members, a decrease in the rate
of new memberships and reduced spending by our members. As a result, our business, financial condition and results of
operations may be materially adversely affected by a renewed economic downturn.
Our businesses will remain susceptible to future economic recessions or downturns, and any significant adverse shift in
general economic conditions, whether local, regional, national or global, may have a material adverse effect on our business,
financial condition and results of operations. During such periods of adverse economic conditions, we may be unable to increase
membership dues or the price of our products and services and may experience increased rates of resignations of existing
members, a decrease in the rate of new member enrollment or reduced spending by our members, any of which may result in,
among other things, decreased revenues and financial losses. In addition, during periods of adverse economic conditions, we may
have difficulty accessing financial markets or face increased funding costs, which could make it more difficult or impossible for
us to obtain funding for additional investments and harm our results of operations.
Changes in consumer spending patterns, particularly discretionary expenditures for leisure, recreation and travel, are
susceptible to factors beyond our control that may reduce demand for our products and services.
Consumer spending patterns, particularly discretionary expenditures for leisure, recreation and travel, are particularly
susceptible to factors beyond our control that may reduce demand for our products and services, including demand for
memberships, golf, vacation and business travel, and food and beverage sales. These factors include:
• low consumer confidence;
• depressed housing prices;
• changes in the desirability of particular locations, residential neighborhoods, office space or travel patterns of members;
• decreased corporate budgets and spending and cancellations, deferrals or renegotiations of group business (e.g., industry
conventions);
• natural disasters, such as earthquakes, tornadoes, hurricanes, wildfires and floods;
• outbreaks of pandemic or contagious diseases;
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• war, terrorist activities or threats and heightened travel security measures instituted in response to these events;
• the financial condition of the airline, automotive and other transportation -related industries and its impact on travel; and
• volatility in energy prices and the impact on consumers employed within energy -related industries.
These factors and other global, national and regional conditions can adversely affect, and from time to time have
adversely affected, individual properties, particular regions or our business as a whole. For example, during the current pandemic,
many businesses dramatically decreased the number of corporate events and meetings hosted at facilities such as convention
centers, hotels, city clubs, golf clubs, stadium clubs, resorts and retreats in an effort to cut costs, which negatively impacted the
amount of business for such facilities, including certain of our facilities. Any one or more of these factors could limit or reduce
demand or the rates our clubs are able to charge for memberships or services, which could harm our business and results of
operations.
Unusual weather patterns and extreme weather events, as well as periodic and quasi periodic weather patterns, could
adversely affect the value of our golf courses or negatively impact our business and results of operations.
Our operations and results are susceptible to non -seasonal and severe weather patterns. Extreme weather events or
patterns in a given region, such as heavy rains, hurricanes, prolonged snow accumulations, extended heat waves, high winds and
tornadoes could reduce our revenues for that region by interrupting activities at affected properties which could negatively impact
our business and results of operations. One factor that specifically affects our real estate investments in golf courses is the
availability of water. Turf grass conditions must be satisfactory to attract play on our golf courses, which requires significant
amounts of water. Our ability to irrigate a golf course could be adversely impacted by a drought or other cause of water shortage,
such as the recent drought affecting the southern and western United States and associated government -imposed water
restrictions. A severe drought of extensive duration experienced in regard to a large number of properties could adversely affect
our business and results of operations. We also have a high concentration of golf clubs in Texas, Georgia and California, which
can experience periods of unusually hot, cold, dry or rainy weather due to a variety of periodic and quasi -periodic global climate
phenomena, such as the El Nino/La Nina -Southern Oscillation. For example, during fiscal years 2018, 2017 and 2016 we
experienced unusual amounts of hurricane, rain and flooding events resulting in losses of less than $0.1 million, $1.4 million and
$14.2 million during fiscal years 2020, 2019 and 2018, respectively. If these phenomena and their impacts on weather patterns
persist for extended periods of time, our business and results of operations could be harmed.
We could be required to make material cash outlays in future periods if the number of initiation deposit refund requests we
receive materially increases or if we are required to surrender unclaimed initiation deposits to state authorities under
applicable escheatment laws, either of which could have an adverse effect on our business, results of operations and financial
condition.
At a majority of our private clubs, members are expected to pay an initiation fee or an initiation deposit upon their
acceptance as a member to the club. Initiation fees are generally nonrefundable, but initiation deposits are paid by members upon
joining one of our clubs and are fully refundable after a fixed number of years, typically 30 years, and upon any other applicable
contractual provisions being satisfied. We no longer sell memberships that have such refundable initiation deposits. Historically,
only a small percentage of initiation deposits eligible to be refunded have been requested by members. As of December 31, 2020,
the amount of initiation deposits that are eligible to be refunded currently and within the next twelve months is $237.5 million on
a gross basis. As of December 31, 2020, the discounted value of initiation deposits that may be refunded in future years (not
including the next twelve months) is $194.0 million. For more information on our initiation deposit amounts, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources".
We may be subject to various states' escheatment laws with respect to initiation deposits that have not been refunded to
members. All states and the District of Columbia have escheatment laws and generally require companies to remit to the state
cash in an amount equal to unclaimed and abandoned property after a specified period of dormancy, which is typically 3 to 5
years. We currently do not remit to states any amounts relating to initiation deposits that are eligible to be refunded to members.
The analysis of the potential application of escheatment laws to our initiation deposits is complex, involving an analysis of legal,
contractual and factual issues. While it has been our position that initiation deposits are not required to be escheated, we may be
forced to remit such amounts if we fail to prevail in our position.
To our knowledge, 26 states have hired third -party auditors to conduct unclaimed and abandoned property audits of our
operations. Certain categories of property, such as uncashed payroll checks or uncashed vendor payments, are escheatable in the
ordinary course of business and we have entered into closing agreements with the majority of the states regarding the escheatment
of cash amounts for such categories and have remitted these amounts to the respective states; however, the audits have not been
terminated. We have been in ongoing communication with several states represented by such auditors, who are requesting
additional and detailed information and records related to initiation deposits. More recently, certain of these states have asserted
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that the initiation deposits that would be deemed dormant under respective state law should be escheated to such states and that
we remit to them amounts that these states believe represent sums equivalent to dormant initiation deposits. Furthermore, the
States of Texas and California have brought pending litigation against us asserting a claim that we allegedly failed to refund
certain initiation deposits that we purportedly collected from former members (the "Texas and California Litigation Matters"). For
more information on the Texas and California Litigation Matters, see "Item 3. Legal Proceedings." We expect to vigorously
defend ourselves in the Texas and California Litigation Matters and any other legal proceedings under applicable state laws
seeking to have us remit initiation deposits eligible to be refunded to any of our members that have not been previously refunded
to such members during the applicable state's dormancy period. However, our position as to why initiation deposits are not
required to be escheated by us may not be correct and there is a risk that one or more courts could determine that respective state
unclaimed property laws do apply. As a result, we may be required to pay all or a portion of the unclaimed amounts of initiation
deposits to one or more of the states. In certain of the states, we could also be subject to penalties and be required to pay interest
on the amounts owed to the states. The litigation brought by the States of Texas and California also seeks penalties, interest and
fees, see "Item 3. Legal Proceedings." The timing of our discussions with other states and of potential settlements and payment
obligations, including any potential penalties and interest, is uncertain due to the complexity of various state's laws, contractual
and factual issues. If we are ultimately required to make such payments, including in connection with the Texas and California
Litigation Matters, a significant portion of any such payments may be required to be paid prior to the maturity of the first lien
term loan facility (the "Senior Facilities") and the senior notes maturing on September 15, 2025 (the "2025 Senior Notes").
Moreover, we may be required to escheat some or all of the initiation deposits in the future that become eligible for refund and
remain unclaimed. An adverse result in the Texas and California Litigation Matters could have an adverse effect on our results of
operations and financial condition and could lead to similar actions being instituted by other states.
Any refund of initiation deposits to our members or payments to states as a result of escheatment laws or settlements
would need to be funded by our available cash, or we may be required to take actions to make cash available. These funding
requirements could strain our cash on hand or otherwise require us to borrow funds, force us to reduce or delay capital
expenditures, sell assets or operations or seek additional capital. These actions could have a material and adverse impact on our
business, results of operations or financial condition. We cannot assure you that we would be able to take any of these actions,
that these actions would be successful and permit us to meet such obligations or that these actions would be permitted under the
terms of our existing or future debt agreements.
Our ability to attract and retain members depends heavily on successfully locating our clubs in suitable locations, and any
impairment of a club location, including any decrease in member or customer traffic, could impact our results of operations.
Our approach to identifying clubs in suitable locations typically favors locations where our facilities are or can become a
part of the community. As a result, our clubs are typically located near urban and residential centers that we believe are consistent
with our members' lifestyle choices. Memberships and sales at these locations are derived, in part, from proximity to key local
landmarks, business centers, facilities and residential areas. We may be forced to close clubs or club locations may become
unsuitable due to, and such clubs' results of operations may be harmed by, among other things:
• economic downturns in a particular area;
• competition from nearby recreational or entertainment venues;
• changing demographics in a particular market or area;
• changing lifestyle choices of consumers in a particular market; and
• the closing or declining popularity of other businesses and entertainment venues located near our clubs.
Changes in areas around our club locations could render such locations unsuitable and cause memberships at such clubs
to decline, which would harm our results of operations.
We have significant operations concentrated in certain geographic areas, and any disruption in the operations of our clubs in
any of these areas could harm our results of operations.
As of December 31, 2020, we operated multiple clubs in several metropolitan areas, including 25 in the greater Atlanta,
Georgia region, 17 near Houston, Texas, 17 in and around Dallas, Texas and 9 in the greater Los Angeles, California region. As a
result, any prolonged disruption in the operations of our clubs in any of these markets, whether due to technical difficulties, power
failures or destruction or damage to the clubs as a result of a natural disaster, fire or any other reason, could harm our results of
operations or may result in club closures. For example, in fiscal year 2017, due to the impacts of Hurricane Harvey in the
Houston, Texas market, several of our clubs were closed for more than several days and the Kingwood Country Club and
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Deerwood Country Club clubhouses had to undergo reconstruction due to the damage caused by flooding. In addition, some of
the metropolitan areas where we operate clubs could be disproportionately affected by regional economic conditions, such as
declining home prices and rising unemployment. Concentration in these markets increases our exposure to adverse developments
related to competition, as well as economic and demographic changes in these areas.
Our large workforce subjects us to risks associated with increases in the cost of labor as a result of increased competition for
employees, higher employee turnover rates and required wage increases and health benefit coverage, lawsuits or labor union
activity.
Labor is our primary property -level operating expense. As of December 31, 2020, we employed approximately 15,500
hourly -wage and salaried employees at our clubs and corporate offices. For fiscal year 2020, labor -related expense accounted for
54.6% of our total combined club operating costs and expenses. We may face labor shortages or increased labor costs because of
increased competition for employees, higher employee turnover rates, or increases in the federal or state minimum wage or other
employee benefit costs. For example, if the federal minimum wage were increased significantly, we would have to assess the
financial impact on our operations as we have a large population of hourly employees. If labor -related expenses increase, our
operating expense could increase and our business, financial condition and results of operations could be harmed.
We are subject to the Fair Labor Standards Act and various federal and state laws governing such matters as minimum
wage requirements, overtime compensation and other working conditions, citizenship requirements, discrimination and family
and medical leave. In recent years, a number of companies have been subject to lawsuits, including class action lawsuits, alleging
violations of federal and state law regarding workplace and employment matters, overtime wage policies, discrimination and
similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar
lawsuits may be threatened or instituted against us from time to time, and we may incur substantial damages and expenses
resulting from lawsuits of this type, which could have a material adverse effect on our business, financial condition or results of
operations.
From time to time, we have also experienced attempts to unionize certain of our non -union employees. While these
efforts have achieved only limited success to date, we cannot provide any assurance that we will not experience additional and
more successful union activity in the future. In addition, future legislation could amend the National Labor Relations Act to make
it easier for unions to organize and obtain collectively bargained benefits, which could increase our operating expenses and
negatively affect our financial condition and results of operations.
Competition in the industry in which we compete could have a material adverse effect on our business and results of
operations.
We operate in a highly competitive industry, and compete primarily on the basis of reputation, featured facilities,
location, quality and breadth of member product offerings and price. As a result, competition for market share in the industry in
which we compete is significant. In order to succeed, we must take market share from local and regional competitors and sustain
our membership base in the face of increasing recreational alternatives available to our existing and prospective members. Our
City Clubs compete on a local and regional level with restaurants and other business and social clubs. The number and variety of
competitors in this business varies based on the location and setting of each facility, with some situated in intensely competitive
upscale urban areas characterized by frequent innovations in the products and services offered by competing restaurants and other
business, dining and social clubs. In addition, in most regions, these businesses are in constant flux as new restaurants and other
social and meeting venues open or expand their amenities. As a result of these characteristics, the supply in a given region often
exceeds the demand for such facilities, and any increase in the number or quality of restaurants and other social and meeting
venues, or the products and services they provide, in a given region could significantly impact the ability of our clubs to attract
and retain members, which could harm our business and results of operations. Our Stadium Clubs compete on a local and regional
level with similar businesses as our City Clubs.
Our Golf and Country Club facilities compete on a local and regional level with other country clubs and golf facilities.
The level of competition in the golf and country club business varies from region to region and is subject to change as existing
facilities are renovated or new facilities are developed. An increase in the number or quality of similar clubs and other facilities in
a particular region could significantly increase competition, which could have a negative impact on our business and results of
operations.
Our results of operations also could be affected by a number of additional competitive factors, including the availability
of, and demand for, alternative venues for recreational pursuits, such as multi -use sports and athletic centers. In addition, member -
owned and individual privately -owned clubs may be able to create a perception of exclusivity that we have difficulty replicating
given the diversity of our portfolio and the scope of our holdings. To the extent these alternatives succeed in diverting actual or
prospective members away from our facilities or affect our membership rates, our business and results of operations could be
harmed.
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Our future success is substantially dependent on the continued service of our senior management and key employees.
The loss of the services of our senior management could make it more difficult to successfully operate our business and
achieve our business goals. We also may be unable to retain existing management and key employees, including club managers,
membership sales and support personnel, which could result in harm to our member and employee relationships, loss of expertise
or know-how and unanticipated recruitment and training costs. In addition, we have not obtained key man life insurance policies
for any of our senior management team. As a result, it may be difficult to cover the financial loss if we were to lose the services of
any members of our senior management team. The loss of members of our senior management team or key employees could have
an adverse effect on our business and results of operations.
Increases in our cost of goods, rent, water, utilities and taxes could reduce our operating margins and harm our business,
financial condition and results of operations.
Increases in operating costs due to inflation and other factors may not be directly offset by increased revenues. Our most
significant operating costs, other than labor, are our cost of goods, water, utilities, rent and property taxes. Many, and in some
cases all, of the factors affecting these costs are beyond our control. Our cost of goods such as food and beverage costs account
for a significant portion of our total property -level operating expense. Cost of goods represented 13.2% of our total combined club
operating costs and expenses for fiscal year 2020. While we have not experienced material increases in the cost of goods, if our
cost of goods increased significantly and we are not able to pass along those increased costs to our members in the form of higher
prices or otherwise, our operating margins would suffer, which would have an adverse effect on our business, financial condition
and results of operations.
The prices of utilities are volatile, and shortages sometimes occur. In particular, municipalities are increasingly placing
restrictions on the use of water for golf course irrigation and increasing the cost of water. Significant increases in the cost of our
utilities, or any shortages, could interrupt or curtail our operations and lower our operating margins, which could have a negative
impact on our business, financial condition and results of operations. In addition, rent accounts for a significant portion of our
property -level operating expense. Rent expense represented 4.1% of our total combined club operating costs and expenses for
fiscal year 2020. Significant increases in our rent costs would increase our operating expense and our business, financial condition
and results of operations may suffer. Utility costs, including water, represented 3.1% of our total combined club operating costs
and expenses for fiscal year 2020.
Each of our properties is subject to real and personal property taxes. During fiscal year 2020, we paid approximately
$21.5 million in property taxes. The real and personal property taxes on our properties may increase or decrease as tax rates
change and as our clubs are assessed or reassessed by taxing authorities. If real and personal property taxes increase, our financial
condition and results of operations may suffer.
We have concentrated our investments in golf -related and business real estate and facilities, which are subject to numerous
risks, including the risk that the values of our investments may decline if there is a prolonged downturn in real estate values.
Our operations consist almost entirely of golf -related and city club facilities that encompass a large amount of real estate
holdings. Accordingly, we are subject to the risks associated with holding real estate investments. A prolonged decline in the
popularity of golf -related, City Club and Stadium Club services, such as private dining, could adversely affect the value of our
real estate holdings and could make it difficult to sell facilities or businesses.
Our real estate holdings (including our long-term leaseholds) are subject to risks typically associated with investments in
real estate. The investment returns available from equity investments in real estate depend in large part on the amount of income
earned, expenses incurred and capital appreciation generated by the related properties. In addition, a variety of other factors affect
income from properties and real estate values, including governmental regulations, real estate, insurance, zoning, tax and eminent
domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can
make it more expensive and time-consuming to expand, modify or renovate older properties. Under eminent domain laws,
governments can take real property. Sometimes this taking is for less compensation than the owner believes the property is worth.
Any of these factors could have an adverse impact on our business, financial condition or results of operations.
The illiquidity of real estate may make it difficult for us to dispose of one or more of our properties or negatively affect our
ability to profitably sell such properties.
We may from time to time decide to dispose of one or more of our real estate assets. Because real estate holdings
generally, and clubs like ours in particular, are relatively illiquid, we may not be able to dispose of one or more real estate assets
on a timely basis. In some circumstances, sales may result in investment losses which could adversely affect our financial
condition. The illiquidity of our real estate assets could mean that we continue to operate a facility that management has identified
for disposition. Failure to dispose of a real estate asset in a timely fashion, or at all, could adversely affect our business, financial
condition and results of operations.
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Timing and other risks could delay our efforts to develop, redevelop or renovate the properties that we own, or make these
activities more expensive, which could reduce our profits or impair our ability to compete effectively.
We must regularly expend capital to construct, maintain and renovate the properties that we own in order to remain
competitive, pursue our business strategies, maintain and build the value and brand standards of our properties and comply with
applicable laws and regulations. In addition, we must periodically upgrade or replace the furniture, fixtures and equipment
necessary to operate our business. These efforts are subject to a number of risks, including:
• construction delays or cost overruns (including labor and materials) that may increase project costs;
• obtaining zoning, occupancy and other required permits or authorizations;
• governmental restrictions on the size or kind of development;
• force majeure events, including earthquakes, tornadoes, hurricanes or floods;
• design defects that could increase costs; and
• environmental concerns which may create delays or increase costs.
These projects create an ongoing need for cash, which if not generated by operations or otherwise obtained is subject to
the availability of credit in the capital markets. Our ability to spend the money necessary to maintain the quality of our properties
is significantly impacted by the cost and availability of capital, over which we have little control. The timing of capital
improvements can affect property performance, including membership sales, retention and usage, particularly if we need to close
golf courses or a significant number of other facilities, such as ballrooms, meeting spaces or dining areas. Moreover, the
investments that we make may fail to improve the performance of the properties in the manner that we expect. If we are not able
to begin operating properties as scheduled, or if investments harm or fail to improve our performance, our ability to compete
effectively would be diminished and our business and results of operations could be adversely affected.
We may seek to expand through acquisitions of and investments in other businesses andproperties, or through
alliances, which could disrupt our ongoing business, divert our management and adversely affect our results of operations.
We continually evaluate opportunities to expand our business through strategic and complementary acquisitions of
attractive properties. In many cases, we will be competing for these opportunities with third parties that may have substantially
greater financial resources than we do. Acquisitions or investments in businesses, properties or assets as well as alliances with
third parties are subject to risks that could affect our business, including risks related to:
• spending cash, incurring debt, or issuing equity;
• assuming contingent liabilities;
• creating additional expenses; or
• diversion of management's time and attention.
We cannot assure you that we will be able to identify opportunities or complete transactions on commercially reasonable
terms or at all, or that we will actually realize any anticipated benefits from such acquisitions, investments or alliances. Similarly,
we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive terms or at all, or that
the ability to obtain financing will not be restricted by the terms of the Senior Facilities, the indenture that governs the 2025
Senior Notes or other indebtedness we may incur.
The success of any such acquisitions or investments will also depend, in part, on our ability to integrate the acquisition or
investment with our existing operations. We may experience difficulty with integrating acquired businesses, properties or other
assets into our operations as planned, including difficulties relating to:
• diversion of management time and focus from operating our business to integration challenges;
• geographic diversity;
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• integrating information technology and other systems and personnel;
• retaining members; and
• unanticipated liabilities or litigation.
Our inability to address these difficulties or other risks encountered in connection with any acquisitions and investments
could cause us to fail to realize the anticipated synergies and benefits of such acquisitions or investments, and materially harm our
business, financial condition and results of operations.
We depend on third parties in our joint ventures and collaborative arrangements, which may limit our ability to manage risk.
As of December 31, 2020, we owned or operated seven properties or businesses in partnership with other entities,
including joint ventures relating to five of our golf facilities, one of our City Clubs and certain realty interests which we define as
"Non -Core Development Entities." We may in the future enter into further joint ventures or other collaborative arrangements
related to additional properties. Our investments in these joint ventures may, under certain circumstances, involve risks not
otherwise present in our business, including the risk that our partner may become bankrupt, the risk that we may not be able to sell
or dispose of our interest as a result of buy/sell rights that may be imposed by the joint venture agreement, the risk that our partner
may have economic or other interests or goals that are inconsistent with our interests and goals and the risk that our partner may
be able to veto actions which may be in our best interests. Consequently, actions by a partner might subject clubs owned by the
joint venture to additional risk. Additionally, we may be unable to take action without the approval of our partners, or our partners
could take actions binding on the joint venture without our consent. Any of the foregoing could have a negative impact on the
joint venture or its results of operations, and subsequently on our business or results of operations.
Our insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not
covered by our insurance.
We maintain insurance of the type and in amounts that we believe are commercially reasonable and that are available to
businesses in our industry. We carry commercial liability, employer practices, fire, flood, earthquake, catastrophic wind and
extended insurance coverage, as applicable, from solvent insurance carriers on all of our properties. We believe that the policy
specifications and insured limits are adequate for foreseeable losses with terms and conditions that are reasonable and customary
for similar properties and that all of our existing golf, city clubs and stadium clubs are insured within industry standards.
Nevertheless, market forces beyond our control could limit the scope of the insurance coverage that we can obtain in the future or
restrict our ability to buy insurance coverage at reasonable rates. We cannot predict the level of the premiums that we may be
required to pay for subsequent insurance coverage, the level of any deductible and/or self-insurance retention applicable thereto,
the level of aggregate coverage available or the availability of coverage for specific risks.
In the event of a substantial loss, the insurance coverage that we carry may not be sufficient to pay the full value of our
financial obligations or the replacement cost of any lost investment. As a result, we could lose some or all of the capital we have
invested in a property, as well as the anticipated future revenues from the property. Additionally, we could remain obligated for
performance guarantees in favor of third -party property owners or for their debt or other financial obligations and we may not
have sufficient insurance to cover awards of damages resulting from our liabilities. If the insurance that we carry does not
sufficiently cover damages or other losses, our business, financial condition and results of operations could be harmed.
In addition, there are types of losses we may incur that cannot be insured against or that we believe are not commercially
reasonable to insure. For example, we maintain business interruption insurance, but there can be no assurance that the coverage
for a severe or prolonged business interruption at one or more of our clubs would be adequate. These losses, if they occur, could
have a material adverse effect on our business, financial condition and results of operations.
Accidents or injuries in our clubs or in connection with our operations may subject us to liability, and accidents or injuries
could negatively impact our reputation and attendance, which would harm our business, financial condition and results of
operations.
There are inherent risks of accidents or injuries at our properties or in connection with our operations, including injuries
from premises liabilities such as slips, trips and falls. If accidents or injuries occur at any of our properties, we may be held liable
for costs related to the injuries. We maintain insurance of the type and in the amounts that we believe are commercially
reasonable and that are available to businesses in our industry, but there can be no assurance that our liability insurance will be
adequate or available at all times and in all circumstances. There can also be no assurance that the liability insurance we have
carried in the past was adequate or available to cover any liability related to previous incidents. Our business, financial condition
and results of operations could be harmed to the extent claims and associated expenses resulting from accidents or injuries exceed
our insurance recoveries.
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Adverse litigation judgments or settlements could impair our financial condition and results of operations or limit our ability
to operate our business.
In the normal course of our business, we are often involved in various legal proceedings, including those listed in Item 3.
Legal Proceedings. The outcome of these proceedings cannot be predicted. If any legal proceedings were to be determined
adversely to us or a settlement involving a payment of a material sum of money were to occur, there could be a material adverse
effect on our financial condition and results of operations. Additionally, we could become the subject of future claims by third
parties, including current or former members, guests who use our properties, our employees or regulators. Any significant adverse
litigation judgments or settlements could limit our ability to operate our business and negatively impact our financial condition
and results of operations.
The failure to comply with regulations relating to public facilities or the failure to retain licenses relating to our properties
may harm our business and results of operations.
Our business is subject to extensive federal, state and local government regulation in the various jurisdictions in which
our clubs are located, including regulations relating to alcoholic beverage control, public health and safety, environmental hazards
and food safety. Alcoholic beverage control regulations require each of our clubs to obtain licenses and permits to sell alcoholic
beverages on the premises. The failure of a club to obtain or retain its licenses and permits would adversely affect that club's
operations and profitability. We may also be subject to dram shop statutes in certain states, which generally provide a person
injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to
the intoxicated person. Even though we are covered by general liability insurance, a settlement or judgment against us under a
dram shop lawsuit in excess of liability coverage could have a material adverse effect on our operations.
We are also subject to the ADA which, among other things, may require certain renovations to our facilities to comply
with access and use requirements. A determination that we are not in compliance with the ADA or any other similar law or
regulation could result in the imposition of fines or an award of damages to private litigants. While we believe we are operating in
substantial compliance, and will continue to remove architectural barriers in our facilities when readily achievable, in accordance
with current applicable laws and regulations, there can be no assurance that our expenses for compliance with these laws and
regulations will not increase significantly and harm our business, financial condition and results of operations.
Businesses operating in the private club industry are also subject to numerous other federal, state and local governmental
regulations related to building and zoning requirements and the use and operation of clubs, including changes to building codes
and fire and life safety codes, which can affect our ability to obtain and maintain licenses relating to our business and properties.
If we were required to make substantial modifications at our clubs to comply with these regulations, our business, financial
condition and results of operations could be negatively impacted.
Our operations and our ownership of property subject us to environmental regulation, which creates uncertainty regarding
future environmental expenditures and liabilities.
Our properties and operations are subject to a number of environmental laws. As a result, we may be required to incur
costs to comply with the requirements of these laws, such as those relating to water resources, discharges to air, water and land;
the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by regulated materials. Under these
and other environmental requirements, we may be required to investigate and clean up hazardous or toxic substances or chemical
releases from current or formerly owned or operated facilities. Environmental laws typically impose cleanup responsibility and
liability without regard to whether the relevant entity knew of or caused the presence of the contaminants. We use certain
substances and generate certain wastes that may be deemed hazardous or toxic under such laws, and we from time to time have
incurred, and in the future may incur, costs related to cleaning up contamination resulting from historical uses of certain of our
current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. Our club facilities are
also subject to risks associated with mold, asbestos and other indoor building contaminants. The costs of investigation,
remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate
a property properly, may impair our ability to use, transfer or obtain financing regarding our property.
We may be required to incur costs to remediate potential environmental hazards, mitigate environmental risks in the
future, or comply with other environmental requirements.
In addition, some projects to improve, upgrade or expand our golf clubs may be subject to environmental review under
the National Environmental Policy Act and, for projects in California, the California Environmental Quality Act. Both acts require
that a specified government agency study any proposal for potential environmental impacts and include in its analysis various
alternatives. Our improvement proposals may not be approved or may be approved with modifications that substantially increase
the cost or decrease the desirability of implementing the project.
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Changes in laws or regulations, or a failure to comply with any laws and regulations, may harm our business, investments and
results of operations.
We are subject to laws and regulations enacted by national, state and local governments. Compliance with, and
monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. Those laws and regulations and their
interpretation and application may also change from time to time and those changes could have an adverse effect on our business,
investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and
applied, by any of the persons referred to above could have a material adverse effect on our business, investments and results of
operations.
A failure in our systems or infrastructure which maintain our internal and customer data, or those of our third party service
providers, including as a result of cyber attacks, could result in faulty business decisions or harm to our reputation or subject
us to costs, fines or lawsuits.
Certain information relating to our members and guests, including personally identifiable information and credit card
numbers, is collected and maintained by us, or by third -parties with which we do business or which facilitate our business
activities. This information is maintained for a period of time for various business purposes, including maintaining records of
member preferences to enhance our customer service and for billing, marketing and promotional purposes. We also maintain
personally identifiable information about our employees. The integrity and protection of our customer, employee and company
data is critical to our business. Our members and our employees expect that we will adequately protect their personal information,
and the regulations applicable to security and privacy are increasingly demanding, both in the United States and in other
jurisdictions where we operate. Privacy regulation is an evolving area in which different jurisdictions (within or outside the
United States) may subject us to inconsistent compliance requirements. Compliance with applicable privacy regulations may
increase our operating costs or adversely impact our ability to service our members and guests and market our properties and
services to our members and guests.
To date we have not experienced any material losses relating to cyber attacks, computer viruses or other systems or
infrastructure failures. While we have cyber security procedures in place, given the evolving nature of these threats, there can be
no assurance that we will not suffer material losses in the future due to cyber attacks or other systems or infrastructure failures. A
theft, loss, misappropriation, fraudulent or unlawful use of customer, employee or company data, including in connection with
one or more cyber attacks on us or one of our third -party providers, could harm our reputation, result in loss of members or
business disruption or result in remedial and other costs, fines or lawsuits. In addition, non-compliance with applicable privacy
regulations by us (or in some circumstances non-compliance by third -parties engaged by us) could result in fines or restrictions on
our use or transfer of data. Any of these matters could adversely affect our business, financial condition or results of operations.
The operation of our business relies on technology, and operational risks may disrupt our businesses, result in losses or limit
our growth.
We depend heavily upon our information technology systems in the operation of our business. We invest in and license
technology and systems for property management, procurement, membership records and specialty programs. We believe that our
information technology systems, some of which we are upgrading or replacing, are appropriate to support our business. There can
be no assurance, however, that our information systems and technology will continue to be able to accommodate our requirements
and growth, or that the cost of maintaining such systems will not increase from its current level. Such a failure to accommodate
our requirements and growth, or an increase in costs related to maintaining and developing such information systems, including
associated labor costs, could have a material adverse effect on us. Further, there can be no assurance that as various systems and
technologies become outdated or new technology is required that we will be able to replace or introduce them as quickly as our
competitors or within budgeted costs. We take appropriate actions to implement new technology, including the testing of new
systems and the transfer of existing data. However, these efforts may take longer and may require greater financial and other
resources than anticipated, may cause distraction of key personnel, may cause disruptions to our existing systems and our
business, and may not provide the anticipated benefits. In addition, we rely on third -party service providers for certain aspects of
our business. Additionally, while we have cyber security procedures in place, a security breach could disrupt our business and
have a material adverse effect on us. Any interruption or deterioration in the performance of our information systems could impair
the quality of our operations and could impact our reputation and hence adversely affect our business and limit our ability to
grow.
We may be required to write-off a portion of our intangible assets with finite lives, indefinite -lived intangible assets, goodwill,
and/or long-lived asset balances as a result of declines in our business, results of operations, or a prolonged and severe
economic recession.
We classify intangible assets into three categories: (1) intangible assets with finite lives subject to amortization, (2)
intangible assets with indefinite lives not subject to amortization and (3) goodwill. Under accounting principles generally accepted
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in the United States ("GAAP"), we are required to review goodwill and indefinite -lived intangible assets for impairment annually
or whenever events or changes in circumstances indicate that their carrying amount may not be fully recoverable. GAAP also
requires that we test long-lived assets and definite -lived intangible assets for impairment whenever events or changes in
circumstances indicate that their carrying amount may not be fully recoverable. Declines in our business, results of operations, or
a severe prolonged economic downturn could result in impairment charges related to our intangible assets with finite lives,
indefinite -lived intangible assets, goodwill, and/or long-lived assets, which would negatively impact our results of operations.
We are subject to tax examinations of our tax returns by the Internal Revenue Service ("IRS") and other tax authorities. An
adverse outcome of any such audit or examination by the IRS or other tax authority could have a material adverse effect on
our results of operations, financial condition and liquidity.
We are subject to ongoing tax examinations of our tax returns by the IRS and other tax authorities in various jurisdictions
and may be subject to similar examinations in the future. We regularly assess the likelihood of adverse outcomes resulting from
ongoing tax examinations to determine the adequacy of our provision for uncertain tax positions. These assessments can require
considerable estimates and judgments; for example, intercompany transactions associated with provision of services and cost
sharing arrangements are complex and affect our tax liabilities.
One of our Mexican subsidiaries is under audit by the Mexican taxing authorities for the 2009 tax year. In 2014, we
received an assessment for this audit. 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 $4.8 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.
On October 6, 2020, the Tax Court in Mexico issued a ruling upholding the assessment imposed by the Mexican taxing
authorities in 2014. We continue to believe in the technical merits of our position and filed an appeal in November 2020 in
accordance with protocol under the Mexican judicial system. We are currently evaluating the Tax Court's ruling and will continue
to assess the need, if any, for any changes to its liability for unrecognized tax benefits related to this assessment. Management
believes it is unlikely that our unrecognized tax benefits will significantly change within the next twelve months given the current
status in particular of the matters currently under examination by the Mexican tax authorities.
As of December 31, 2020 and December 31, 2019, we have recorded a total of $14.1 million and $12.9 million,
respectively, of unrecognized tax benefits related to uncertain tax positions, including interest and penalties of $8.4 million and
$7.1 million, respectively, which are included in other liabilities in the consolidated balance sheets. If we were to prevail on all
uncertain tax positions recorded as of December 31, 2020, the net effect would be an income tax benefit of approximately $5.7
million, exclusive of any benefits related to interest and penalties.
Risks Related to Our Indebtedness
Our substantial indebtedness could materially and adversely affect our ability to raise additional capital to fund our
operations, limit our ability to react to changes in the economy or our industry and prevent us from making payments on the
2025 Senior Notes.
We are a highly leveraged company. As of December 31, 2020, we had approximately $1,709.8 million face value of
outstanding indebtedness (excluding capital leases and finance lease obligations), in addition to a revolving credit facility with
capacity of $175.0 million, which was reduced by $47.0 million of borrowings outstanding and $48.9 million of standby letters of
credit outstanding, leaving $79.1 million available for borrowing.
it could:
Our substantial indebtedness could have important consequences for the holders of the 2025 Senior Notes. For example,
limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, strategic
initiatives or other purposes;
make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the 2025 Senior Notes,
and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and
borrowing conditions, could result in an event of default under the indenture and the agreements governing other
indebtedness;
• require us to dedicate a substantial portion of our cash flow from operations to the payment of interest and the repayment
of our indebtedness, thereby reducing funds available to us for other purposes;
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• limit our flexibility in planning for, or reacting to, changes in our operations or business;
• make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;
• make us more vulnerable to downturns in our business, our industry or the economy;
• restrict us from making strategic acquisitions, engaging in development activities or exploiting business opportunities;
• cause us to make non -strategic divestitures;
• limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to
borrow additional funds or dispose of assets;
• prevent us from raising the funds necessary to repurchase all notes tendered to us upon the occurrence of certain changes
of control, which failure to repurchase would constitute an event of default under the indenture; or
• expose us to the risk of increased interest rates, as certain of our borrowings, including borrowings under the Senior
Facilities, are at variable rates of interest.
In addition, the credit agreement governing the Senior Facilities and the indenture contain restrictive covenants that limit
our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could
result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our indebtedness.
Despite our substantial indebtedness, we may still be able to incur significantly more debt, including secured debt, which could
intensify the risks associated with our indebtedness.
We and our subsidiaries may be able to incur substantial indebtedness in the future. Although the terms of the indenture
and the credit agreement governing the Senior Facilities contain restrictions on our and our subsidiaries' ability to incur additional
indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred
in compliance with these restrictions could be substantial. These restrictions do not prevent us from incurring obligations that do
not constitute indebtedness. Additionally, our Senior Facilities include a $175.0 million revolving credit facility, under which we
have $47.0 million of borrowings outstanding and may borrow more from time to time (without giving effect to approximately
$48.9 million of letters of credit expected to be outstanding), all of which would be secured. In addition to the 2025 Senior Notes
and our borrowings under the Senior Facilities, the covenants under the indenture governing the 2025 Senior Notes and the credit
agreement governing the Senior Facilities do, and the covenants under any other of our existing or future debt instruments could,
allow us to incur a significant amount of additional indebtedness and, subject to certain limitations, such additional indebtedness
could be secured. The more leveraged we become, the more we, and in turn our security holders, will be exposed to certain risks
described above under "Our substantial indebtedness could materially and adversely affect our ability to raise additional capital to
fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from making debt service
payments on the 2025 Senior Notes."
We may not be able to generate sufficient cash to service all of our indebtedness, including the 2025 Senior Notes, and to fund
our working capital and capital expenditures, and may be forced to take other actions to satisfy our obligations under our
indebtedness that may not be successful.
Our ability to pay principal and interest on the 2025 Senior Notes and to satisfy our other debt obligations will depend
upon, among other things:
• our future financial and operating performance (including the realization of any anticipated cost savings), which will be
affected by prevailing economic, industry and competitive conditions and financial, business, legislative, regulatory and
other factors, many of which are beyond our control; and
• our future ability to borrow under our revolving credit facility, the availability of which depends on, among other things,
our complying with the covenants in the credit agreement governing such facility.
We cannot assure you that our business will generate cash flow from operations, or that we will be able to draw under
our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal
and interest on the 2025 Senior Notes. If our cash flows and capital resources are insufficient to service our indebtedness, we may
be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness,
33
including the 2025 Senior Notes. These alternative measures may not be successful and may not permit us to meet our scheduled
debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and
our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply
with more onerous covenants, which could further restrict our business operations. We cannot assure you that we will be able to
restructure or refinance any of our debt on commercially reasonable terms or at all. In addition, the terms of existing or future debt
agreements, including the Senior Facilities and the indenture, may restrict us from adopting some of these alternatives. In the
absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of
material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions
for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to
meet our debt service obligations then due. Apollo and its affiliates and our other equity holders have no continuing obligation to
provide us with debt or equity financing. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to
refinance our indebtedness on commercially reasonable terms or at all, could result in a material adverse effect on our business,
results of operations and financial condition and could negatively impact our ability to satisfy our obligations under the 2025
Senior Notes.
If we cannot make scheduled payments on our indebtedness, we will be in default, and holders of the 2025 Senior Notes
could declare all outstanding principal and interest to be due and payable, the lenders under the Senior Facilities could terminate
their commitments to loan money, our secured lenders (including the lenders under the Senior Facilities) could foreclose against
the assets securing their loans and we could be forced into bankruptcy or liquidation. All of these events could cause holder's
investment in the 2025 Senior Notes to be negatively impacted.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the 2025 Senior
Notes.
Any default under the agreements governing our indebtedness, including defaults under the Senior Facilities that are not
waived by the required lenders, and the remedies sought by the holders of such indebtedness could leave us unable to pay
principal, premium, if any, or interest on the 2025 Senior Notes and could substantially decrease the market value of the 2025
Senior Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet
required payments of principal, premium, if any, or interest on our indebtedness, or if we otherwise fail to comply with the
various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including the
Senior Facilities), we could be in default under the terms of the agreements governing such indebtedness. In the event of such
default, the holders of such indebtedness could elect to (i) declare all the funds borrowed thereunder to be due and payable,
together with accrued and unpaid interest, (ii) terminate their commitments and cease making further loans and (iii) institute
foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.
If our operating performance declines, we may in the future need to seek waivers from the required lenders under the
Senior Facilities to avoid being in default. If we breach our covenants under the Senior Facilities and seek a waiver, we may not
be able to obtain a waiver from the required lenders. In such a case, we would be in default under these facilities, the lenders
could exercise their rights as described above and we could be forced into bankruptcy or liquidation.
Upon any such bankruptcy filing, we would be stayed from making any ongoing payments on the 2025 Senior Notes
(and any guarantor that had also filed for bankruptcy would also be stayed from making any ongoing payments on the applicable
guarantee), and the holders of the 2025 Senior Notes would not be legally entitled to receive post -petition interest or applicable
fees, costs or charges, or any "adequate protection" under Title 11 of the United States Code, as amended (the "Bankruptcy
Code").
The 2025 Senior Notes are unsecured and effectively junior to our secured debt.
The 2025 Senior Notes are unsecured and effectively junior to our secured debt (including the obligations under the
Senior Facilities), to the extent of the value of the assets securing such debt. As of December 31, 2020, we have approximately
$1,347.9 million face value of secured debt, consisting of $1,136.8 million of borrowings on the term loan facility under the
Senior Facilities, $47.0 million of outstanding borrowings under the revolving credit facility (without giving effect to outstanding
letters of credit), approximately $68.8 million of capital lease obligations and approximately $95.2 million related to a secured
mortgage loan (the "Wells Fargo Mortgage Loan"). We also have approximately $79.1 million of additional secured debt
borrowing capacity under the revolving credit facility after giving effect to approximately $48.9 million of letters of credit
outstanding. The indenture permits us to incur additional secured debt in the future subject to certain limitations. Upon a default in
payment on, or the acceleration of, any of our secured indebtedness, or in the event of our bankruptcy, insolvency, liquidation,
dissolution or reorganization, any indebtedness that is secured and therefore effectively senior to the 2025 Senior Notes will be
entitled to be paid in full from our assets securing such indebtedness before any payment may be made with respect to the 2025
Senior Notes. As a result, the holders of the 2025 Senior Notes may receive less, ratably, than the holders of secured debt in the
event of our bankruptcy, insolvency, liquidation, dissolution or reorganization. Further, holders of the 2025 Senior Notes will
34
participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the 2025 Senior Notes,
and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our
remaining assets.
The lenders under the Senior Facilities have the discretion to release any guarantors under the Senior Facilities in a variety of
circumstances, which would cause those guarantors to be released from their guarantees of the 2025 Senior Notes.
While any obligations under the Senior Facilities remain outstanding, any guarantee of the 2025 Senior Notes may be
released without action by, or consent of, any holder of the 2025 Senior Notes or the Trustee under the indenture that governs the
2025 Senior Notes, if the related guarantor is no longer a guarantor of obligations under the Senior Facilities or any other
indebtedness. The lenders under the Senior Facilities have the discretion to release the guarantees under the Senior Facilities in a
variety of circumstances. The creditors will not have a claim as creditors against any entity that is no longer a guarantor of the
2025 Senior Notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those
subsidiaries will effectively be senior to claims of noteholders.
Repayment of our debt, including the 2025 Senior Notes, is dependent on cash flow generated by its subsidiaries.
C1ubCorp Holdings is a holding company and has no direct operations other than holding the equity interests in its
subsidiaries and activities directly related thereto. Accordingly, repayment of our indebtedness, including the 2025 Senior Notes,
is dependent on the generation of cash flow by our subsidiaries and, if they are not guarantors of the 2025 Senior Notes, their
ability to make such cash available to C1ubCorp Holdings, by dividend, debt repayment or otherwise. Unless they are guarantors
of the 2025 Senior Notes, our subsidiaries will not have any obligation to pay amounts due on the 2025 Senior Notes or to make
funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable
C1ubCorp Holdings to make payments in respect of its indebtedness, including the 2025 Senior Notes. Each of our subsidiaries is
a distinct legal entity, and under certain circumstances legal and contractual restrictions may limit our ability to obtain cash from
them, and we may be limited in our ability to cause any future joint ventures to distribute their earnings to C1ubCorp Holdings, in
order for it to satisfy debt payments. While the indenture and the credit agreement governing the Senior Facilities limit the ability
of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to
C1ubCorp Holdings, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive
distributions from its subsidiaries, we may be unable to make required principal and interest payments on our indebtedness,
including the 2025 Senior Notes.
The 2025 Senior Notes are structurally subordinated to all liabilities of non guarantor subsidiaries.
The 2025 Senior Notes are structurally subordinated to indebtedness and other liabilities of our subsidiaries that are not
guaranteeing the 2025 Senior Notes, and the claims of creditors of these subsidiaries, including trade creditors, have priority as to
the assets of these subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non -guarantor
subsidiaries, these non -guarantor subsidiaries will pay the holders of their debts, holders of preferred equity interests and their
trade and other creditors before they will be able to distribute any of their assets to us. As of December 31, 2020, our non -
guarantor subsidiaries held $215.6 million of our consolidated assets and had $102.5 million of outstanding indebtedness,
excluding intercompany obligations. During fiscal year 2020, the non -guarantor subsidiaries generated $101.9 million of our total
revenues and $29.0 million of our Adjusted EBITDA. We may create, acquire or designate additional entities that are non -
guarantors in the future.
In addition, the indenture, subject to some limitations, permits these non -guarantor subsidiaries to incur additional
indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by
these subsidiaries.
The 2025 Senior Notes are not guaranteed by any of our non-U.S. subsidiaries or any other subsidiaries that are not
material or wholly -owned. These non -guarantor subsidiaries are separate and distinct legal entities and have no obligation,
contingent or otherwise, to pay any amounts due pursuant to the 2025 Senior Notes, or to make any funds available therefore,
whether by dividends, loans, distributions or other payments. Any right that we or the subsidiary guarantors have to receive any
assets of any of the non -guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent
rights of holders of notes to realize proceeds from the sale of any of those subsidiaries' assets, will be effectively subordinated to
the claims of those subsidiaries' creditors, including trade creditors and holders of preferred equity interests of those subsidiaries.
35
Our debt agreements contain restrictions that limit our flexibility in operating our business.
The Senior Facilities and the indenture governing the 2025 Senior Notes contain, and any other existing or future
indebtedness of ours would likely contain, a number of covenants that will impose significant operating and financial restrictions
on us, including restrictions on our and our subsidiaries' ability to, among other things:
• incur additional debt, guarantee indebtedness or issue certain preferred shares;
• pay dividends on or make distributions in respect of, or repurchase or redeem, our capital stock or make other restricted
payments;
• prepay, redeem or repurchase certain debt;
• make loans or certain investments;
• sell certain assets;
• create liens on certain assets;
• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
• enter into certain transactions with our affiliates;
• substantially alter the businesses we conduct;
• enter into agreements restricting our subsidiaries' ability to pay dividends; and
• designate our subsidiaries as unrestricted subsidiaries.
In addition, the revolving credit facility requires us to comply with a net first lien senior secured leverage ratio under
certain circumstances.
As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to
engage in favorable business activities or finance future operations or capital needs.
A failure to comply with the covenants under the Senior Facilities, the indenture governing the 2025 Senior Notes or any
of our other existing or future indebtedness could result in an event of default, which, if not cured or waived, could have a
material adverse effect on our business, financial condition and results of operations. In the event of any such event of default, the
lenders under the Senior Facilities:
• will not be required to lend any additional amounts to us;
• could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and
payable and terminate all commitments to extend further credit; or
• could require us to apply all of our available cash to repay these borrowings;
any of which could result in an event of default under the 2025 Senior Notes.
Such actions by the lenders could cause cross defaults under our other indebtedness. If we were unable to repay those
amounts, the lenders under the Senior Facilities and any of our other existing or future secured indebtedness could proceed against
the collateral granted to them to secure the Senior Facilities or such other indebtedness. We have pledged a significant portion of
our assets as collateral under the Senior Facilities.
If any of our outstanding indebtedness under the Senior Facilities or our other indebtedness, including the 2025 Senior
Notes, were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full.
36
There are circumstances other than repayment or discharge of the 2025 Senior Notes under which the guarantees will be
released automatically, without consent of noteholders or the consent of the trustee.
Under various circumstances, the guarantees of the 2025 Senior Notes will be released automatically. The guarantee of a
subsidiary guarantor will be automatically released to the extent it is released in connection with a sale or other disposition of the
equity interests of such subsidiary guarantor in a transaction not prohibited by the indenture. The indenture also permits us to
designate one or more of our restricted subsidiaries that is a guarantor of the 2025 Senior Notes as an unrestricted subsidiary,
which will result in the subsidiary guarantee of such guarantor being automatically released. If the guarantee by a subsidiary
guarantor of the Senior Facilities is released or discharged, other than in connection with a refinancing of the Senior Facilities, or
a subsidiary guarantor ceases to be a subsidiary as a result of any foreclosure of any pledge or security interest securing secured
indebtedness, such subsidiary's guarantee of the 2025 Senior Notes will be automatically released as well. If the guarantee of any
subsidiary guarantor is released, no holder of the 2025 Senior Notes will have a claim as a creditor against that subsidiary, and the
indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that
subsidiary will be structurally senior to the claim of any holders of the 2025 Senior Notes.
We may not be able to repurchase the 2025 Senior Notes upon a change of control.
Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all
outstanding notes at 101 % of the principal amount thereof plus, without duplication, accrued and unpaid interest, if any, to the
date of repurchase. Additionally, under the Senior Facilities, a change of control constitutes an event of default that permits the
lenders to accelerate the maturity of borrowings and terminate their commitments to lend. The source of funds for any repurchase
of the 2025 Senior Notes and repayment of any borrowings under the Senior Facilities would be our available cash or cash
generated from our subsidiaries' operations or other sources, including borrowings, sales of assets or sales of equity. It is possible
that we will not have sufficient funds at the time of a change of control to make the required repurchase of notes or that
restrictions in the Senior Facilities will not allow such repurchases. We may require additional financing from third parties to fund
any such repurchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase
the 2025 Senior Notes may be limited by law. In addition, certain important corporate events, such as leveraged recapitalizations
that would increase the level of our indebtedness, would not constitute a change of control under the indenture.
Courts interpreting change of control provisions under New York law (which is the governing law of the indenture) have
not provided clear and consistent meanings of such change of control provisions which leads to subjective judicial interpretation.
In addition, a court case in Delaware has questioned whether a change of control provision contained in an indenture could be
unenforceable on public policy grounds.
We may enter into transactions that would not constitute a change of control that could affect our ability to satisfy our
obligations under the 2025 Senior Notes.
Legal uncertainty regarding what constitutes a change of control and the provisions of the indenture may allow us to
enter into transactions, such as acquisitions, refinancings or recapitalizations that would not constitute a change of control but may
increase our outstanding indebtedness or otherwise affect our ability to satisfy our obligations under the 2025 Senior Notes. The
definition of change of control for purposes of the 2025 Senior Notes includes a phrase relating to the transfer of "all or
substantially all" of our assets taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially
all," there is no precise established definition of the phrase under applicable law. Accordingly, the lenders' ability to require us to
repurchase notes as a result of a transfer of less than all of our assets to another person may be uncertain.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase
significantly.
Borrowings under the Senior Facilities are at variable rates of interest and expose us to interest rate risk. Assuming the
revolving credit facility is fully borrowed, each 0.25% change in assumed blended interest rates would result in an approximately
$3.0 million change in annual interest expense on indebtedness under the Senior Facilities. In the future, we may enter into
interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility.
However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter
into may not fully mitigate our interest rate risk, may prove disadvantageous or may create additional risks.
Changes in our credit rating could negatively impact the market price or liquidity of the 2025 Senior Notes.
Credit rating agencies continually revise their ratings for the companies that they follow, including us. Credit rating
agencies also evaluate our industry as a whole and may change their credit ratings for us based on their overall view of our
industry. We cannot be sure that credit rating agencies will maintain their ratings on the 2025 Senior Notes. A negative change in
our ratings could have a negative impact on the future trading prices of the 2025 Senior Notes and on our ability to obtain future
debt financing on commercially reasonable terms or at all.
37
CAUTIONARY STATEMENT REGARDING FORWARD -LOOKING STATEMENTS
This annual report includes forward -looking statements. The words "may", "should", "expect", "intend", "will",
"estimate", "anticipate", "believe", "predict", "potential" or "continue" or the negatives of these terms or variations of them or
similar terminology are used in this annual report to identify forward -looking statements. Except for historical information
contained herein, the matters addressed in this annual report are forward -looking statements. These statements relate to analyses
and other information based on forecasts of future results and estimates of amounts not yet determinable. These statements also
relate to our future prospects, developments and business strategies.
These forward -looking statements are made based on our management's expectations and beliefs concerning future
events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which
are difficult to predict and many of which are beyond our control. These uncertainties and factors could cause our actual results to
differ materially from those matters expressed in or implied by these forward -looking statements.
The following factors are among those, but are not only those, that may cause actual results to differ materially from the
forward -looking statements:
• the short-term and long-term effects that the coronavirus pandemic may have on our business, results of operations,
financial condition and prospects, and the availability and widespread distribution and use of effective vaccines;
• our ability to attract and retain club members;
• changes in consumer spending patterns, particularly with respect to demand for products and services;
• adverse conditions affecting the United States economy;
• unusual weather patterns, extreme weather events and periodic and quasi -periodic weather patterns;
• material cash outlays required in connection with refunds or escheatment of membership initiation deposits, including as
a result of the Texas and California Litigation Matters;
• impairments to the suitability of our club locations;
• regional disruptions such as power failures, natural disasters or technical difficulties in any of the major areas in which
we operate;
• seasonality of demand for our services and facilities usage;
• increases in the level of competition we face;
• the loss of members of our management team or key employees;
• increases in the cost of labor;
• increases in other costs, including costs of goods, rent, water, utilities and taxes;
• decreasing values of our investments;
• illiquidity of real estate holdings;
• timely, costly and unsuccessful development and redevelopment activities at our properties;
• unsuccessful or burdensome acquisitions;
• complications in integrating acquired businesses and properties into our operations;
38
• restrictions placed on our ability to limit risk due to joint ventures and collaborative arrangements;
• insufficient insurance coverage and uninsured losses;
• accidents or injuries which occur at our properties;
• adverse judgments or settlements;
• our failure to comply with regulations relating to public facilities or our failure to retain the licenses relating to our
properties;
• future environmental regulation, expenditures and liabilities;
• changes in or failure to comply with laws and regulations relating to our business and properties;
• failure in systems or infrastructure which maintain our internal and customer data, including as a result of cyber attacks;
• sufficiency and performance of the technology we own or license;
• write-offs of goodwill or other assets;
• risks related to tax examinations by the IRS and other tax authorities in jurisdictions in which we operate;
• our substantial indebtedness, which may adversely affect our financial condition and our ability to operate our business,
react to changes in the economy or our industry and pay our debts, and which could divert our cash flows from
operations for debt payments;
• the incurrence by us of substantially more debt, which could further exacerbate the risks associated with our substantial
leverage;
• our need to generate cash to service our indebtedness;
• restrictions in our debt agreements that limit our flexibility in operating our business;
• our variable rate indebtedness could cause our debt service obligations to increase significantly; and
• the other factors described elsewhere in this annual report, included under the headings "Risk Factors", "Management's
Discussion and Analysis of Financial Condition and Results of Operations —Critical Accounting Policies and Estimates"
and "Quantitative and Qualitative Disclosures About Market Risk" or as described in other documents and reports we
make available.
Forward -looking statements speak only of the date the statements are made. You should not put undue reliance on any
forward -looking statements. We assume no obligation to update forward -looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting forward -looking information, except to the extent required by applicable
securities laws. If we do update one or more forward -looking statements, no inference should be drawn that we will make
additional updates with respect to those or other forward -looking statements. Additional information concerning these and other
risks and uncertainties is contained in our other periodic reports we make available.
39
ITEM 2. PROPERTIES
As of March 2, 2021, our portfolio consists of 201 clubs located in 27 states, the District of Columbia and two foreign
countries. Our Golf and Country Clubs include 142 private country clubs, 12 semi -private clubs and six public golf courses. Our
City Clubs include 23 city clubs, ten social and sports clubs and two sports clubs. Our Stadium Clubs include six university and
stadium clubs. We own, lease or operate, through joint ventures, 147 and manage 13 Golf and Country Clubs. We lease or
operate, through a joint venture, 34 and manage one City Club. We lease or operate, through a joint venture, five and manage one
Stadium Club. We are the largest owner of private golf and country clubs in the United States and own the underlying real estate
for 106 of our Golf and Country Clubs (consisting of approximately 30 thousand acres of real estate).
We believe our leased corporate office space in Dallas, Texas, and the clubs in our portfolio are well maintained and
occupy sufficient space to meet our operating needs. During the normal course of business, we evaluate lease terms and club
locations and may elect to relocate or combine locations as we see fit.
The following tables illustrate our clubs by segment, location, type of club, and size either in terms of golf holes for Golf
and Country Clubs or approximate square footage for City Clubs and Stadium Clubs, as of March 2, 2021. Subject to certain
exceptions, the obligations under the Senior Facilities are secured by mortgages on material fee -owned clubs.
Golf and Country Clubs
Golf
Segment by Region
Type of Club
Market
State
Holes
California Region
Aliso Viejo Golf Club
Private Country Club
Los Angeles
CA
18
Bernardo Heights Country Club
Private Country Club
San Diego
CA
18
Braemar Country Club
Private Country Club
Los Angeles
CA
27
Canyon Crest Country Club
Private Country Club
Los Angeles
CA
18
Coto De Caza Golf & Racquet Club
Private Country Club
Los Angeles
CA
36
Crow Canyon Country Club
Private Country Club
San Francisco
CA
18
Granite Bay Golf Club
Private Country Club
Sacramento
CA
18
Indian Wells Country Club
Private Country Club
Palm Springs
CA
36
Mission Hills Country Club
Private Country Club
Palm Springs
CA
54
Morgan Run Club & Resort
Private Country Club
Santa Fe
CA
27
Old Ranch Country Club
Private Country Club
Los Angeles
CA
18
Porter Valley Country Club
Private Country Club
Los Angeles
CA
18
Santa Rosa Golf and Country Club
Private Country Club
Santa Rosa
CA
18
Shadow Ridge Country Club
Private Country Club
San Diego
CA
18
Spring Valley Lake Country Club
Private Country Club
Los Angeles
CA
18
Georgia Region
Atlanta National Golf Club
Private Country Club
Atlanta
GA
18
Bear's Best Atlanta
Public Golf
Atlanta
GA
18
Bentwater Golf Club
Private Country Club
Atlanta
GA
18
Braelinn Golf Club
Private Country Club
Atlanta
GA
18
Brookfield Country Club
Private Country Club
Atlanta
GA
18
Brookstone Country Club
Private Country Club
Atlanta
GA
18
Canongate I Golf Club
Private Country Club
Atlanta
GA
36
Chapel Hills Golf Club
Private Country Club
Atlanta
GA
18
Country Club of Columbus
Private Country Club
Columbus
GA
18
Country Club of the South
Private Country Club
Atlanta
GA
18
Eagle Watch Golf Club
Private Country Club
Atlanta
GA
18
Eagles Landing Country Club
Private Country Club
Atlanta
GA
27
Flat Creek Country Club
Private Country Club
Atlanta
GA
27
Healy Point Country Club
Private Country Club
Macon
GA
18
Laurel Springs Golf Club
Private Country Club
Atlanta
GA
18
40
Golf and Country Clubs
Golf
Segment by Region
Type of Club �'�
Market
State
Holes
Mirror Lake Golf Club
Private Country Club
Atlanta
GA
36
Olde Atlanta Golf Club
Private Country Club
Atlanta
GA
18
Planterra Ridge Golf Club
Private Country Club
Atlanta
GA
18
Polo Golf and Country Club
Private Country Club
Atlanta
GA
18
River Forest Country Club
Private Country Club
Forsyth
GA
18
The Manor Golf and Country Club
Private Country Club
Atlanta
GA
18
White Columns Country Club
Private Country Club
Atlanta
GA
18
White Oak Golf Club
Private Country Club
Atlanta
GA
36
Whitewater Creek Country Club
Private Country Club
Atlanta
GA
18
Windermere Golf Club
Private Country Club
Atlanta
GA
18
Texas Region
April Sound Country Club
Private Country Club
Houston
TX
27
Bay Oaks Country Club
Private Country Club
Houston
TX
18
Brookhaven Country Club
Private Country Club
Dallas
TX
54
Canongate Lake Windcrest
Private Country Club
Houston
TX
18
Canongate Magnolia Creek
Private Country Club
Houston
TX
27
Canongate South Shore Harbour
Private Country Club
Houston
TX
27
Canongate The Oaks and Panther Trail
Private Country Club
Houston
TX
36
Canyon Creek Country Club
Private Country Club
Dallas
TX
18
Fair Oaks Ranch Golf & Country Club
Private Country Club
San Antonio
TX
36
Flintrock Golf Club at Lakeway
Private Country Club
Austin
TX
18
Gleneagles Country Club
Private Country Club
Dallas
TX
36
Hackberry Creek Country Club
Private Country Club
Dallas
TX
18
Hearthstone Country Club
Private Country Club
Houston
TX
27
Lakeway Country Club
Private Country Club
Austin
TX
36
Las Colinas Country Club
Private Country Club
Dallas
TX
18
Lost Creek Country Club
Private Country Club
Austin
TX
18
Oakmont Country Club
Private Country Club
Dallas
TX
18
Prestonwood Country Club - The Creek
Private Country Club
Dallas
TX
18
Prestonwood Country Club - The Hills
Private Country Club
Dallas
TX
18
Stonebriar Country Club
Private Country Club
Dallas
TX
36
Stonebridge Country Club
Private Country Club
Dallas
TX
18
The Club at Falcon Point
Private Country Club
Houston
TX
18
The Clubs of Kingwood at Deerwood
Private Country Club
Houston
TX
18
The Clubs of Kingwood at Kingwood
Private Country Club
Houston
TX
72
The Hills Country Club at Lakeway
Private Country Club
Austin
TX
18
The Ranch Country Club at Stonebridge
Private Country Club
Dallas
TX
27
The Woodlands Country Club Palmer Course &
Tennis Center
Private Country Club
Houston
TX
27
The Woodlands Country Club Player Course
Private Country Club
Houston
TX
18
The Woodlands Country Club Tournament Course
Private Country Club
Houston
TX
18
Timarron Country Club
Private Country Club
Dallas
TX
18
TPC Craig Ranch
Private Country Club
Dallas
TX
18
Trophy Club Country Club
Private Country Club
Dallas
TX
36
Walnut Creek Country Club
Private Country Club
Dallas
TX
36
Wildflower Country Club
Private Country Club
Temple
TX
18
41
Golf and Country Clubs
Golf
Segment by Region
Type of Club
Market
State
Holes
Willow Creek Golf Club
Private Country Club
Houston
TX
18
West Region
Anthem Golf & Country Club
Private Country Club
Phoenix
AZ
18
Aspen Glen Club
Private Country Club
Rocky Mountain
CO
18
Bear's Best Las Vegas
Public Golf
Las Vegas
NV
18
Black Bear Golf Club
Private Country Club
Denver
CO
18
Blackstone Country Club
Private Country Club
Denver
CO
18
Canterwood Golf & Country Club
Private Country Club
Seattle
WA
18
Canyon Gate Country Club
Private Country Club
Las Vegas
NV
18
Gainey Ranch Golf Club
Private Country Club
Phoenix
AZ
27
Ironwood Club at Anthem
Private Country Club
Phoenix
AZ
18
Oro Valley Country Club
Private Country Club
Tucson
AZ
18
Seville Golf & Country Club
Private Country Club
Phoenix
AZ
18
Midwest Region
Crystal Lake Country Club
Private Country Club
Chicago
IL
18
Firestone Country Club
Private Country Club
Akron
OH
63
Heritage Golf Club
Private Country Club
Columbus
OH
18
Knollwood Country Club
Private Country Club
South Bend
IN
36
Medina Golf & Country Club
Private Country Club
Minneapolis
MN
27
Midlothian Country Club
Private Country Club
Chicago
IL
18
Nicklaus Golf Club at LionsGate
Private Country Club
Kansas City
KS
18
Oakhurst Golf & Country Club
Private Country Club
Detroit
MI
18
Oak Pointe Country Club
Private Country Club
Detroit
MI
36
Quail Hollow Country Club
Private Country Club
Cleveland
OH
36
Ravinia Green Country Club
Private Country Club
Chicago
IL
18
Rolling Green Country Club
Private Country Club
Chicago
IL
18
Silver Lake Country Club
Private Country Club
Akron
OH
18
TPC Michigan
Semi -Private Golf Club
Detroit
MI
18
Mid -Atlantic Region
Belmont Country Club
Private Country Club
Washington, DC
VA
18
Bent Creek Golf Club
Public Golf
Knoxville
TN
18
Bermuda Run Country Club
Private Country Club
Charlotte
NC
36
Bluegrass Yacht & Country Club
Private Country Club
Nashville
TN
18
Brier Creek Country Club
Private Country Club
Raleigh/Durham
NC
18
Chantilly National Golf and Country Club
Private Country Club
Centreville
VA
18
Devils Ridge Golf Club
Private Country Club
Raleigh/Durham
NC
18
Dominion Valley Country Club
Private Country Club
Washington, DC
VA
18
Eagle's Nest Country Club
Private Country Club
Baltimore
MD
18
Firethorne Country Club
Private Country Club
Charlotte
NC
18
Ford's Colony Country Club
Semi -Private Golf Club
Richmond
VA
54
Greenbrier Country Club
Private Country Club
Norfolk
VA
18
Hasentree Country Club
Private Country Club
Raleigh/Durham
NC
18
Lake Toxaway Country Club
Private Country Club
Lake Toxaway
NC
18
Lochmere Golf Club
Semi -Private Golf Club
Raleigh/Durham
NC
18
Nags Head Golf Club
Semi -Private Golf Club
Outer Banks
NC
18
Norbeck Country Club
Private Country Club
Washington, DC
MD
18
42
Golf and Country Clubs
Golf
Segment by Region
Type of Club
Market
State
Holes
Oak Creek Golf Club
Public Golf
Washington, DC
MD
18
Piedmont Club
Private Country Club
Washington, DC
VA
18
Regency at Dominion Valley Country Club
Private Country Club
Washington, DC
VA
18
River Creek Club
Private Country Club
Washington, DC
VA
18
River Run Golf & Country Club
Private Country Club
Charlotte
NC
18
Stonehenge Golf & Country Club
Private Country Club
Richmond
VA
18
Temple Hills Country Club
Private Country Club
Nashville
TN
27
The Currituck Golf Club
Semi -Private Golf Club
Outer Banks
NC
18
TPC Piper Glen
Private Country Club
Charlotte
NC
18
Northeast Region
Cherry Valley Country Club
Private Country Club
Skillman
NJ
18
Diamond Run Golf Club
Private Country Club
Pittsburgh
PA
18
Engineers Country Club
Private Country Club
Long Island
NY
18
Hamlet Golf & Country Club
Private Country Club
Long Island
NY
18
Hartefeld National Golf Club
Private Country Club
Avondale
PA
18
Ipswich Country Club
Private Country Club
Boston
MA
18
North Hills Country Club
Private Country Club
Philadelphia
PA
18
The Ridge Club
Private Country Club
Cape Cod
MA
18
Treesdale Golf & Country Club
Private Country Club
Pittsburgh
PA
27
Willow Creek Golf & Country Club
Public Golf
Long Island
NY
18
Wind Watch Golf & Country Club
Semi -Private Golf Club
Long Island
NY
18
Southeast Region
Canebrake Country Club
Private Country Club
Hattiesburg
MS
18
Chateau Golf & Country Club
Private Country Club
New Orleans
LA
18
Country Club Of Hilton Head
Private Country Club
Hilton Head
SC
18
Countryside Country Club
Private Country Club
Clearwater
FL
27
Debary Golf & Country Club
Semi -Private Golf Club
Orlando
FL
18
East Lake Woodlands Country Club
Private Country Club
Oldsmar
FL
36
Golden Bear Golf Club at Indigo Run
Semi -Private Golf Club
Hilton Head
SC
18
Haile Plantation Golf & Country Club
Private Country Club
Gainesville
FL
18
Hunter's Green Country Club
Private Country Club
Tampa
FL
18
Jupiter Country Club
Private Country Club
Palm Beaches
FL
18
Marsh Creek Country Club
Private Country Club
Jacksonville
FL
18
Monarch Country Club
Private Country Club
Palm Beaches
FL
18
Mystic Dunes Golf Club
Public Golf
Orlando
FL
18
Oak Tree Country Club
Private Country Club
Edmond
OK
36
PGA National Resort & Spa
Private Country Club
Palm Beaches
FL
90
Queens Harbour Yacht & Country Club
Semi -Private Golf Club
Jacksonville
FL
18
Santa Rosa Golf & Beach Club
Private Country Club
Santa Rosa Beach
FL
18
Seminole Legacy Golf Club
Semi -Private Golf Club
Tallahassee
FL
18
Tampa Palms Golf & Country Club
Private Country Club
Tampa
FL
18
The Golf Club at Indigo Run
Private Country Club
Hilton Head
SC
18
Woodside Plantation Country Club
Private Country Club
Aiken
SC
45
43
Golf and Country Clubs
Golf
Segment by Region
Type of Club Market State Holes
International Region
Marina Vallarta Club de Golf
Semi -Private Golf Club Puerto Vallarta Mexico 18
Vista Vallarta Club de Golf
Semi -Private Golf Club Puerto Vallarta Mexico 36
Total Golf & Country Clubs
3,663
(1) Public golf courses are open to the general public. Semi -private golf clubs offer memberships in addition to limited
public play.
City Clubs
Segment by Region
Business Type
Market
State
Square
Footage
California Region
Center Club
Social Club
Los Angeles
CA
22,000
City Club Los Angeles
Social Club
Los Angeles
CA
27,000
Silicon Valley Capital Club
Social and Sports Club
San Jose
CA
14,000
University Club atop Symphony Towers
Social Club
San Diego
CA
18,000
Georgia Region
Buckhead Club
Social Club
Atlanta
GA
18,000
Peachtree City Tennis
Sports Club
Atlanta
GA
9,000
The Commerce Club
Social Club
Atlanta
GA
26,000
Texas Region
La Cima Club
Social Club
Dallas
TX
15,000
The Downtown Club at Houston Center
Social and Sports Club
Houston
TX
55,000
The Downtown Club at Met
Social and Sports Club
Houston
TX
110,000
The Houston Club
Social Club
Houston
TX
16,000
Tower Club
Social Club
Dallas
TX
29,000
West Region
Columbia Tower Club
Social Club
Seattle
WA
29,000
The Collective
Social and Sports Club
Seattle
WA
17,000
Midwest Region
Dayton Racquet Club
Social and Sports Club
Dayton
OH
28,000
Metropolitan Club
Social and Sports Club
Chicago
IL
60,000
Mid -America Club
Social Club
Chicago
IL
34,000
Skyline Club
Social Club
Detroit
MI
20,000
Skyline Club
Social Club
Indianapolis
IN
16,000
Mid -Atlantic Region
Cardinal Club
Social Club
Raleigh/Durham
NC
24,000
Carolina Club
Social and Sports Club
Chapel Hill
NC
15,000
City Club of Washington
Social Club
Washington, DC
DC
17,000
Tower Club Tysons Corner
Social Club
Vienna
VA
23,000
Town Point Club
Social Club
Norfolk
VA
18,000
Northeast Region
Boston College Club
Social and Sports Club
Boston
MA
17,000
Pyramid Club
Social Club
Philadelphia
PA
21,000
Rivers Club
Social and Sports Club
Pittsburgh
PA
69,000
The Athletic & Swim Club at Equitable Center
Sports Club
New York City
NY
25,000
Southeast Region
Capital City Club
Social Club
Montgomery
AL
24,000
44
City Clubs
Segment by Region
Business Type
Market
State
Square
Footage
Centre Club
Social Club
Tampa
FL
14,000
Citrus Club
Social and Sports Club
Orlando
FL
27,000
Commerce Club
Social Club
Greenville
SC
16,000
The Summit Club
Social Club
Birmingham
AL
19,000
Tower Club
Social Club
Ft. Lauderdale
FL
11,000
International Region
Capital Club
Social Club
Beijing
China
60,000
Total City Clubs
963,000
Stadium Clubs
Square
Segment by Region
Business Type
Market
State
Footage (1)
Texas Region
Baylor Club
University Club
Waco
TX
18,000
Texas Tech University Club
University Club
Lubbock
TX
20,000
The University of Texas Club
University Club
Austin
TX
34,000
West Region
Arizona Stadium Club
University Club
Tucson
AZ
12,000
Southeast Region
Capital City Club
Social Club
Columbia
SC
21,000
University Center Club at Florida State
University Club
Tallahassee
FL
64,000
Total Stadium Clubs
169,000
(1) City Club and Stadium Club size is represented in approximate square footage.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are involved in litigation that we believe is of the type common to companies engaged in our line
of business, including commercial disputes, disputes with members regarding their membership agreements, employment issues
and claims relating to personal injury and property damage. We are not involved in any pending legal proceedings that we believe
would likely have a material adverse effect on our financial condition, results of operations or cash flows.
ClubCorp Holdings and certain related entities were named as defendants in a litigation brought by the State of Texas on
January 7, 2019 under the caption State of Texas v. ClubCorp Holdings, Inc., et al, Case No. D-1-GN-19-000119. The petition
purports to assert a claim against the defendants for their alleged failure to refund certain "initiation deposits" or "membership
deposits" that the defendants purportedly collected from former members. The petition seeks judgment against defendants
requiring that they: (1) allow the State of Texas to perform an unclaimed property audit of the defendants' books and records; (2)
file reports, as purportedly required under Texas state law, disclosing all unclaimed property they hold; (3) deliver to the State of
Texas all unclaimed property they hold, including purported unclaimed membership deposits belonging to their former Texas
members in an amount the petition alleges to be over $53.0 million; (4) pay statutory penalties and interest; and (5) pay attorney
fees. On February 21, 2019, the defendants filed a notice of removal, and the case was removed to the United States District Court
for the Western District of Texas under the caption State of Texas v. ClubCorp Holdings, Inc. et al, Case No. 1:19-cv-00171-LY.
On March 25, 2019, the State of Texas moved to remand the case to state court. On November 5, 2019, the judge issued a Report
and Recommendation that the court remand the case to state court and the State's motion was granted on January 14, 2020.
Two similar lawsuits were filed by the California State Controller's Office and the State of California on May 29, 2019
and June 11, 2019 under the captions Betty T. Yee, Controller of the State of California v. ClubCorp Holdings, Inc., San Francisco
County Superior Case No. CGC-19-576314, and People of the State of California v. ClubCorp Holdings, Inc., et al., San
Francisco County Superior Court Case No. CGC-19-576620, respectively. In the Yee case, the State Controller's Office seeks
damages and injunctive relief for alleged violations of California's unclaimed property law ("UPL"). The State Controller's
Office seeks to conduct an audit of the defendants' books and records and seeks to use a private third -party contingent -fee audit
firm to do so. In the People of the State of California case, the State of California seeks damages and injunctive relief for alleged
violations of the Unfair Competition Law ("UCL") and California False Claims Act ("CFCA"). As in Texas, in both suits the
45
plaintiffs allege that the State of California has the right, power, and jurisdiction to escheat certain membership initiation deposits
made by club members to ClubCorp Holdings and certain related entities, and seek injunctive and declaratory relief that the State
is entitled to escheat those membership initiation deposits under California's UPL, and that ClubCorp is also liable for fines,
interest and costs. In People of the State of California, the State of California also alleges that C1ubCorp's alleged failure to
escheat the membership initiation deposits to the State constitutes a violation of the UCL and CFCA, and seeks treble damages
and other statutory penalties. On November 17, 2019, ClubCorp filed a notice of demurrer in both cases. The court overruled the
demurrer for both cases on March 3, 2020. In the Yee case, on November 17, 2020, ClubCorp filed a petition for writ of mandate
and cross -complaint, asserting that the State Controller's Office's use of the third -party audit firm is unlawful. On January 19,
2021, the State Controller's Office filed a demurrer to C1ubCorp's cross -complaint, which is scheduled for a hearing on April 19,
2021. We are currently in discovery in both of these matters. The Company intends to vigorously defend the Texas and California
Litigation Matters.
ClubCorp USA, Inc. and certain related entities have been named as defendants in purported class proceedings in
California brought by various present and former employees under the following captions: (1) Francisco Vargas v. ClubCorp
Financial Management Company, ClubCorp USA, Inc., et al, Superior Court of California, County of Riverside, Case No.
RIC1904630; (2) Gabriel Jennings v. ClubCorp USA, Inc., et al, Super Court of California, County of Alameda, Case No.
RG19045091; (3) Hollister Higgins v. ClubCorp USA, Inc., et al, Superior Court of California, County of Los Angeles, Case No.
20STCV05282; (4) Karlie Brodhagen and Gianni Castillo v. Sequoia Management Services LLC, ClubCorp USA, Inc., et al,
Superior Court of California, County of Orange, Case No.30-2020-01137085; (5) Noah Hodgin v. ClubCorp Center Club, Inc.,
ClubCorp USA, Inc., et al, Superior Court of California, County of Orange, 30-2020-01156551; and (6) Angelina Velazquez v.
ClubCorp Porter Valley Country Club, Inc., et al, Superior Court of California, County of Los Angeles, 20STCV46199. The
cases are similar in that they allege multiple wage -and -hour violations of the California Labor Code, together including an alleged
failure to provide statutory meal and rest breaks; failure to pay minimum wages and overtime; failure to pay reporting time pay;
failure to maintain accurate records; failure to reimburse business expenses; and failure to pay all wages due at separation. All of
the foregoing proceedings purport to seek class certification on behalf of similarly situated employees of the ClubCorp entities in
the State of California. The Jennings, Higgins, and Hodgin matters include claims for civil penalties under the California Private
Attorneys General Act ("PAGA").
The plaintiffs' attorneys in the Vargas, Jennings, Higgins, and Brodhagen/Castillo matters filed an unopposed petition to
coordinate said proceedings in Orange County, California, on the basis that common questions of law and fact predominate the
proceedings. The petition to coordinate was heard on January 8, 2021 by the Court, and granted. The parties have agreed to a
combined mediation of these matters on June 22, 2021 and 24, 2021, and will engage in informal discovery prior to such
mediation. Opposing counsel in the Hodgin matter agreed on December 30, 2020 to stay discovery, in order to discuss an
individual settlement of that case on behalf of Plaintiff Hodgin. The Company intends to vigorously defend all of these matters.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
We are a wholly -owned indirect subsidiary of Constellation Club Holdings, Inc., ("Topco"). Funds affiliated with or
controlled by Apollo and certain co -investors collectively beneficially own all of the outstanding equity interests of Topco, and
there is no public market for our equity.
ITEM 6. SELECTED FINANCIAL DATA
On September 18, 2017, (the "Closing Date"), ClubCorp Holdings, Inc. ("ClubCorp Holdings") successfully completed
the July 9, 2017 Agreement and Plan of Merger (the "Merger Agreement") with Constellation Club Parent, Inc., ("Parent") and
Constellation Merger Sub Inc., a wholly -owned subsidiary of Parent ("Merger Sub"). Parent is an affiliate of certain funds
(the "Apollo Funds") managed by affiliates of Apollo Global Management, Inc. (together with its consolidated subsidiaries,
"Apollo"). The Merger Agreement provided for the merger of Merger Sub with and into ClubCorp Holdings with
ClubCorp Holdings continuing as the surviving corporation (the "Merger"). The Merger was accounted for as a business
combination using the acquisition method and whereby the consolidated financial statements prior to the Merger are presented on
a different accounting basis than the consolidated financial statements subsequent to the Merger. As a result, the purchase price
has been allocated to the assets acquired and liabilities assumed based upon their fair values on the Closing Date.
As of December 31, 2020, we changed our fiscal year end from a 52/53 week period ending on the last Tuesday of
December to December 31. The impact of this change was not material to the comparability of our financial results for the years
presented. Accordingly, the change to a calendar fiscal year was made on a prospective basis and prior operating results have not
been adjusted. The consolidated financial statements consist of the fiscal year ended December 31, 2020, the 53 weeks ended
46
December 31, 2019 (referred herein as the fiscal year ended December 31, 2019) and the 52 weeks ended December 25, 2018
(referred herein as the fiscal year ended December 25, 2018).
For ease of reference, the terms "C1ubCorp Holdings", "ClubCorp", "we", "us", "our", "our Company" or "the
Company" as used in this report refer to both the Predecessor and the Successor and their respective subsidiaries.
The statements of operations data set forth below for Successor and Predecessor periods of 2017 and fiscal years 2020,
2019 and 2018 and the balance sheet data as of December 31, 2020, December 31, 2019 and December 25, 2018, are derived from
our audited consolidated financial statements that are included elsewhere herein. The statements of operations data set forth below
for fiscal years 2016 and the balance sheet data as of December 26, 2017 and December 27, 2016, are derived from our
consolidated financial statements that are not included elsewhere herein.
The timing of our acquisition of clubs may affect the comparability of the selected financial data across periods.
This selected financial data should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our audited financial statements and the related notes included elsewhere herein.
The following table sets forth our selected financial data for the periods presented.
47
Successor Predecessor
(dollars in thousands)
Statements of Operations Data:
Revenues:
Club operations
Food and beverage
Otherrevenues
Total revenues
Club operating costs exclusive of depreciation
Cost of food and beverage sales exclusive of
depreciation
Depreciation and amortization
Provision for doubtful accounts
Loss (gain) on disposals of assets, net
Impairment of assets
Equity in earnings from unconsolidated ventures
Selling, general and administrative
Operating (loss) income
Interest and investment income
Interest expense
Other income
(Loss) income before income taxes
Income tax benefit (expense) (1)
Net (loss) income
Net loss (income) attributable to noncontrolling
interests
Net (loss) income attributable to C1ubCorp
Balance Sheet Data: (2)
Cash and cash equivalents
Land and non -depreciable land improvements (3)
Total assets
Long-term debt (net of current portion)
Total long-term liabilities
Total equity
Fiscal Year
Fiscal Year
Fiscal Year
September 18,
December 28,
Fiscal Year
Ended
Ended
Ended
2017 to
2016 to
Ended
December 31,
December 31,
December 25,
December 26,
September 17,
December 27,
2020
2019
2018
2017
2017
2016
$ 768,897
$ 847,131
$ 800,720
$ 212,826
$ 586,120
$ 781,000
166,425
313,974
305,248
92,356
212,815
302,510
2,762
4,291
5,072
1,411
3,604
4,970
938,084
1,165,396
1,111,040
306,593
802,539
1,088,480
714,920
786,617
727,956
199,895
522,442
695,990
72,248
108,206
102,686
30,317
74,495
100,490
189,736
198,353
202,074
63,240
80,121
107,200
8,321
7,098
9,463
1,464
3,376
3,141
6,562
(3,888)
13,854
4,166
18,826
12,320
50,964
15,235
8,954
-
16,295
4,654
(1,889
(5,008)
(5,013)
77,712
114,181
107,736
37,927
71,624
77,745
(182,379)
(60,406)
(61,683)
(28,527)
20,368
91,953
2,651
775
1,014
224
491
608
(131,697)
(136,730)
(127,496)
(33,518)
(61,891)
(87,188)
-
2,006
2,569
-
-
-
(311,425)
(194,355)
(185,596)
(61,821)
(41,032)
5,373
72,634
46,375
41,926
183,073
7,978
(1,348)
$ (238,791)
$ (147,980)
$ (143,670)
$ 121,252
$ (33,054)
$ 4,025
198
325
291
(131)
(697)
(448)
$ (238,593)
$ (147,655)
$ (143,379)
$ 121,121
$ (33,751)
$ 3,577
$ 101,652
$ 57,786
$ 59,065
$ 167,367
$ 84,601
312,750
318,448
309,908
307,194
600,402
3,204,190
3,152,390
3,106,290
3,287,157
2,128,714
1,707,383
1,731,124
1,603,815
1,613,293
1,067,071
2,397,374
2,195,660
2,093,973
2,130,922
1,614,403
$ 224,517
$ 461,648
$ 605,634
$ 766,630
$ 152,387
(1) Tax Cuts and Jobs Act, enacted on December 22, 2017, lowered the U.S. corporate income tax rate from 35% to 21%
effective January 1, 2018. As a result, the Company recorded a net provisional benefit of $161.6 million in the period
from September 18, 2017 to December 26, 2017, all non -cash, to re -measure deferred tax liabilities associated with
temporary differences that will reverse at the new 21% rate.
(2) Balance sheet data is presented as of the end of each fiscal year.
(3) Non -depreciable land improvements as of December 27, 2016 were $173.9 million. There were no non -depreciable land
improvements as of December 31, 2020, December 31, 2019, December 25, 2018 and December 26, 2017. In
conjunction with the Merger, we adopted the accounting policy to consider all land improvements depreciable assets.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of our financial condition and results of operations should be read together with the audited
consolidated financial statements and related notes included in "Item 8. Financial Statements and Supplementary Data" of this
report. This discussion may contain forward -looking statements based upon current expectations that involve risks and
48
uncertainties. Our actual results may differ materially from those anticipated in these forward -looking statements as a result of
various factors, including those set forth under "Item IA. Risk Factors " or in other sections of this report.
Overview
We are a leading owner -operator of private golf and country clubs and city clubs in North America. As of December 31,
2020, our portfolio of 202 owned or operated clubs, with over 165,000 memberships, served over 415,000 individual members.
Our operations are organized into three principal business segments: (1) Golf and Country Clubs, (2) City Clubs and (3) Stadium
Clubs. Prior to the fourth quarter of 2020, we had two reportable segments, Golf and Country Clubs and City Clubs. Our clubs
located within stadiums were moved from our City Clubs segment to a newly established Stadium Clubs segment. This change
was made to provide additional transparency into our growing stadium club operations and highlight what we believe will be an
important strategic growth avenue for us in the future. These segments are managed separately and discrete financial information,
including Adjusted EBITDA, our financial measure of segment profit and loss, and Adjusted EBITDA Margin is reviewed
regularly by our chief operating decision maker to evaluate performance and allocate resources.
We own, lease or operate, through joint ventures, 148 golf and country clubs and manage 13 golf and country clubs. We
own, lease or operate, through a joint venture, 34 city clubs and manage one city club. We lease or operate, through a joint
venture, five stadium clubs and manage one stadium club. We are the largest owner of private golf and country clubs in the
United States and own the underlying real estate for 107 of our 161 golf and country clubs. Our Golf and Country Clubs include
142 private country clubs, 13 semi -private clubs and six public golf courses. Our City Clubs include 23 social clubs, ten social
and sports clubs and two sports clubs. Our Stadium Clubs include six university and stadium clubs. Our facilities are located in 27
states, the District of Columbia and two foreign countries.
Our Golf and Country Clubs are designed to appeal to the entire family, fostering member loyalty which we believe
allows us to capture a greater share of our member households' discretionary leisure spending. Our City Clubs are designed to
provide our members with private upscale locations where they can work, network, socialize and exercise. Our Stadium Clubs are
associated with universities with large alumni networks and are designed to provide a connection between the university and its
alumni, faculty and staff. We offer our members privileges throughout our entire collection of clubs, and we believe that our
diverse facilities, recreational offerings and social programming enhance our ability to attract and retain members across a number
of demographic groups. We also have alliances with other clubs, resorts and facilities located worldwide through which our
members can enjoy additional access, discounts, special offerings and privileges outside of our owned and operated clubs. Given
the breadth of our products, services and amenities, we believe we offer a compelling value proposition to our members.
C1ubCorp Holdings and its wholly -owned subsidiaries, CCA Club Operations Holdings, LLC ("Operations' Parent") and
C1ubCorp Club Operations, Inc. ("C1ubCorp Operations" and, together with ClubCorp Holdings and Operations' Parent,
"C1ubCorp"), were formed on November 10, 2010, as part of a reorganization of C1ubCorp, Inc. ("CCI"), which was effective as
of November 30, 2010.
On September 18, 2017, (the "Closing Date"), C1ubCorp Holdings successfully completed the July 9, 2017 Agreement
and Plan of Merger (the "Merger Agreement") with Constellation Club Parent, Inc., ("Parent") and Constellation Merger Sub Inc.,
a wholly -owned subsidiary of Parent ("Merger Sub"). Parent is an affiliate of certain funds managed by affiliates of Apollo
Global Management, Inc. The Merger Agreement provided for the merger of Merger Sub with and into C1ubCorp Holdings with
C1ubCorp Holdings continuing as the surviving corporation (the "Merger").
Factors Affecting our Business
A significant percentage of our revenues is derived from membership dues, and we believe these dues together with the
geographic diversity of our clubs help to provide us with a recurring revenue base that limits the impact of fluctuations in regional
economic conditions. We believe our efforts to position our clubs as focal points in communities with offerings that can appeal to
the entire family has enhanced member loyalty and mitigated attrition rates in our membership base compared to the industry as a
whole.
We believe the strength and size of our portfolio of clubs combined with the stability of our mass affluent membership
base will enable us to maintain our position as an industry leader in the future. As the largest owner -operator of private golf and
country clubs in the United States, we enjoy economies of scale and a leadership position. We expect to strategically expand and
upgrade our portfolio through acquisitions and targeted capital investments. As part of our targeted capital investment program,
we plan to focus on facility changes and upgrades to improve our members' experience and the utilization of our facilities and
amenities, which we believe will yield positive financial results.
49
Impact of Coronavirus Pandemic
During the fiscal year ended December 31, 2020, a novel strain of coronavirus ("COVID-19") surfaced and spread
around the world, including to the United States. In March 2020, the World Health Organization declared COVID-19 a pandemic.
Due to COVID-19, various state and local governments where we operate issued decrees prohibiting certain businesses from
continuing to operate and certain classes of workers from reporting to work. In response to COVID-19 and the related business
disruption, we have identified several priorities, including ensuring the health and safety of our employees and members,
supporting and making a difference in our local communities, serving members as they adapt during this crisis and positioning
ourselves to emerge strong when this crisis ends.
Beginning in the latter part of March 2020, the Company temporarily closed or reduced club operations at a significant
number of its owned and operated clubs. In late April 2020, the Company began reopening its clubs in compliance with state and
local government guidelines. As of December 31, 2020, all of our clubs are fully or partially open under applicable social
distancing protocols, where necessary. As COVID-19 restrictions have been lifted, our Golf and Country Clubs have generally
been able to reopen and recover at a faster rate than our City Clubs and Stadium Clubs. The majority of our City Clubs and
Stadium Clubs are located in downtown, business districts and campuses, which have been slower to reopen as many employees
continue to work from home and students take online classes. Furthermore, the majority of City Clubs and Stadium Clubs revenue
is driven by private events, which have decreased as many have cancelled or postponed weddings, conferences, and meetings due
to social distancing requirements. While the effects of COVID-19 have negatively impacted the Company's results of operations,
cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means
the related financial impact cannot be reasonably estimated at this time. Recent developments with respect to COVID-19 vaccines
have the potential to affect the scope and duration of the pandemic. While a number of COVID-19 vaccines have received
regulatory approval and are available in limited quantities in the United States and other parts of the world, a degree of
uncertainty exists with respect to the distribution, utilization, and long-term efficacy of vaccinations among the general
population. The impact of COVID-19 vaccines on the pandemic and the Company's business remain unknown. Events and
changes in circumstances arising after December 31, 2020, including those resulting from the impacts of COVID-19, will be
reflected in management's estimates for future periods.
In an effort to retain members and preserve dues revenues during the COVID-19 related club closures, management
implemented and communicated a plan to members that allows members to receive future usage credits based on certain criteria.
In general, members must be active members with current account receivable balances. Generally, credits can be used by the
member for point -of -sale transactions, such as retail, golf operations and food and beverage purchases. As the future usage credits
are utilized we recognize non -cash revenue within Golf and Country Clubs, City Clubs and Stadium Clubs segment revenues.
During the fiscal year ended December 31, 2020, we issued $51.5 million in future usage credits of which $50.9 million were
recorded as contra dues revenue within elimination of intersegment revenues and segment reporting adjustments of $0.6 million
were recorded within revenues relating to divested clubs. During the fiscal year ended December 31, 2020, members redeemed
$42.6 million, $1.9 million and $0.3 million of credits with the related revenue recorded by revenue type for which it was
redeemed within Golf and Country Clubs, City Clubs and Stadium Clubs segment revenues. See Note 17.
To preserve our liquidity and manage our cash flow, we took certain preemptive actions to enhance our ability to meet
our short-term liquidity needs. Such actions included, but were not limited to, reducing our discretionary spending, revisiting our
investment strategies, and reducing payroll costs, including through employee furloughs, terminations, and temporary pay cuts. In
addition, the Company entered into several lease concession agreements with our lessors, which resulted in $3.1 million in rent
deferrals and $1.5 million in rent abatements as of December 31, 2020. Pursuant to COVID-19 related rent concession guidance
provided by the Financial Accounting Standards Board, the Company has elected to account for lease concessions resulting
directly from COVID-19 as though the enforceable rights and obligations to the concessions existed in the respective contracts at
lease inception and will not account for the concessions as lease modifications. None of the concessions resulted in a substantial
increase in the Company's obligations. We are in negotiations with several additional lessors regarding rent relief requests, most
in the form of rent deferral; however, it is possible that not all of these requests will ultimately result in modification of our lease
agreements. Furthermore, as a result of COVID-19 and its impact on our financial condition, the Company has chosen not to pay
several of our operating facility leases as they become due even though rent concessions have not been granted by the respective
lessors. As of December 31, 2020, the Company withheld $3.3 million in payments under our contractual operating lease
obligations. Subsequent to December 31, 2020, we did not make any payments related to these contractual operating lease
obligations.
Although we are experiencing a time of crisis, we are not losing sight of long-term opportunities for our business. We
believe that we will come out of this situation a better and stronger company by driving our long-term strategies and responding to
changing consumer behavior. For further information regarding the impact of COVID-19 on the Company, see "Risk Factors."
50
Enrollment and Retention of Members
Our success depends on our ability to attract and retain members at our clubs and maintain or increase usage of our
facilities. Historically, we have experienced varying levels of membership enrollment and attrition rates and, in certain areas,
decreased levels of usage of our facilities. We devote substantial efforts to maintaining member and guest satisfaction, although
many of the factors affecting club membership and facility usage are beyond our control.
We offer various programs at our clubs designed to minimize future attrition rates by increasing member satisfaction and
usage. These include programs that are designed to engage current and newly enrolled members in activities and groups that go
beyond their home club. Additionally, these programs may grant our members discounts on meals and other items in order to
increase their familiarity with and usage of their club's amenities. One such program is our Optimal Network Experiences
program ("O.N.E."), an upgrade product that combines what we refer to as "comprehensive club, community and world benefits".
With this offering, members typically receive 50% off a la carte dining at their home club; preferential offerings to clubs in their
community (including those owned by us), as well as at local spas, restaurants and other venues; and complimentary privileges to
more than 300 golf and country, social, sporting and athletic clubs when traveling outside of their community with additional
offerings and discounts to more than 1,000 renowned hotels, resorts, restaurants and entertainment venues. As of December 31,
2020 and December 31, 2019, approximately 57% and 60%, respectively, of our memberships were enrolled in one or more of
our upgrade programs. As of December 31, 2020, 144 of our clubs offered O.N.E., compared to 151 as of December 31, 2019.
The following table presents our membership counts for clubs which we own, lease or operate, through a joint venture,
excluding managed clubs, at the end of the years indicated.
Golf and Country Clubs
City Clubs (')
Stadium Clubs
Total memberships
December 31, December 31,
2020 2019 # Change % Change
123,455 128,035 (4,580) (3.6) %
28,277 37,055 (8,778) (23.7) %
6,891 7,562 (671) (8.9) %
158,623 172,652 (14,029) (8.1)%
(1) Membership counts exclude memberships at managed clubs. As of December 31, 2020, we had 6,566 memberships at
managed clubs, including 2,488 memberships at Golf and Country Clubs, 1,636 memberships at City Clubs and 2,442
memberships at Stadium Clubs, excluding certain club memberships where membership count data is not readily
available.
Seasonality of Demand and Fluctuations in Quarterly Results
Prior to December 31, 2020, the first, second and third fiscal quarters each consisted of twelve weeks, whereas, the
fourth quarter consisted of sixteen or seventeen weeks of operations. Our City Clubs typically generate a greater share of their
yearly revenues in the fourth fiscal quarter, which includes the holiday and year-end party season. Our Stadium Clubs have year
round club operations to tie faculty, staff, alumni, and leaders of the community back to the university. Stadium Clubs produce a
greater share of their revenues on game days. Usage of our Golf and Country Clubs' facilities typically declines significantly
during the first and fourth fiscal quarters, when colder temperatures and shorter days reduce the demand for golf and golf -related
activities. As a result of these factors, we usually generate a disproportionate share of our revenues and cash flows in the second,
third and fourth fiscal quarters of each year and have lower revenues and cash flows in the first quarter. In addition, the timing of
purchases, sales, leasing of facilities or divestitures, has caused and may cause our results of operations to vary significantly in
otherwise comparable years. To clarify variations caused by newly acquired or divested operations, we employ a same store
analysis for year -over -year comparability purposes. See "Basis of Presentation —Same Store Analysis".
Our results can also be affected by non -seasonal and severe weather patterns. Periods of extremely hot, dry, cold or rainy
weather in a given region can be expected to impact our revenues for that region. Similarly, extended periods of low rainfall can
affect the cost and availability of water needed to irrigate our golf courses and can adversely affect results for facilities in the
impacted region. Keeping turf grass conditions at a satisfactory level to attract play on our golf courses requires significant
amounts of water. Our ability to irrigate a course could be adversely impacted by a drought or other water shortage, which we
have experienced from time to time. A severe drought affecting a large number of properties could have a material adverse effect
on our business and results of operations.
51
Club Acquisitions and Dispositions
We continually explore opportunities to expand our business through select acquisitions of attractive properties. We also
evaluate joint ventures, leasing and management opportunities that allow us to expand our operations and increase our recurring
revenues base without substantial capital outlay. We believe that the fragmented nature of the private club industry presents
significant opportunities for us to expand our portfolio by leveraging our operational expertise and by taking advantage of market
conditions. We may dispose of clubs 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.
The table below summarizes the number and type of club acquisitions and dispositions during the periods indicated:
First Second Third Fourth First Second Third Fourth
Acquisitions / December Quarter Quarter Quarter Quarter December Quarter Quarter Quarter Quarter December
(Dispositions) 25, 2018 2019 (n 2019 1') 2019 (3) 2019 (4) 31, 2019 2020 15) 2020 (s) 2020 (7) 2020 (8) 31, 2020
Golf & Country Clubs
Owned Clubs 32 — — — 4 136 — (3) (25) (1) 107
Leased Clubs 7 — — — — 17 — — 19 — 36
Managed 12 1 — 2 — 15 — (1) (1) — 13
Joint Venture 5 — — — — 5 — — — — 5
Total
Golf & Country Clubs 166 1 — 2 4 173 — (4) (7) (1) 161
City Clubs
Owned Clubs — — —
Leased Clubs 3 — — 33 — — 33
Managed 2 — — — (1) 1 — — — — 1
Joint Venture 1 — 1 — — 1
Total
City Clubs 36 — — — (1) 35 — — — — 35
Stadium Clubs
Owned Clubs — — — — — — — —
Leased Clubs 4 — — — — 4 — — — 1 5
Managed 1 — — — — 1 — — 1
Joint Venture — — — — — — — —
Total
Stadium Clubs 5 — — — — 5 — — — 1 6
Total Clubs 207 1 — 2 3 213 — (4) (7) — 202
(1) On December 27, 2018, we purchased TPC Craig Ranch, a private country club in McKinney, Texas. In January 2019,
we entered into a management agreement with Crystal Lake Country Club, a private country club in Crystal Lake,
Illinois. Additionally, in March 2019, we sold Country Club of Gwinnett, a semi -private golf club in Snellville, Georgia.
(2) In May 2019, we entered into a management agreement with Midlothian Country Club, a private country club in
Midlothian, Illinois. Additionally, in May 2019, we terminated the management agreement with Fort Collins Country
Club, a private golf club in Fort Collins, Colorado.
(3) In July 2019, we entered into a management agreement with Chateau Golf and Country Club, a private country club near
New Orleans in Kenner, Louisiana. Additionally, in July 2019, we entered into a management agreement with an affiliate
of Florida State University to manage Seminole Legacy Golf Club, a semi -private golf club in Tallahassee, Florida.
(4) In October 2019, we acquired multi -club portfolio of seven golf and country clubs. This acquisition included six private
country clubs and one public golf facility, which consisted of:
52
Golf
Golf and Country Clubs Type of Club Market State Holes
Oak Creek Golf Club Public Golf shington, DC MD 18
Belmont Country Club Private Country Club Washington, DC VA 18
Dominion Valley Country Club Private Country Club Washington, DC VA 18
Regency at Dominion Valley Country Club Private Country Club Washington, DC VA 18
Brier Creek Country Club Private Country Club Raleigh/Durham NC 18
Hasentree County Club Private Country Club Raleigh/Durham NC 18
Jupiter Country Club Private Country Club Palm Beaches FL 18
Additionally, in October 2019, we sold Northwood Country Club, a private country club in Lawrenceville, Georgia and
Desert Falls Country Club, a private country club in Palm Desert, California. In November 2019, we sold Shady Valley
Golf Club, a private country club in Arlington, Texas. In October 2019, we terminated the management agreement with
West Lake Mansion at Meilu Legend Hotel, a private city club in Hangzhou, China.
(5) In January 2020, we entered into a management agreement with The Golf Club at South River, a private country club in
Edgewater, Maryland. Additionally, in January 2020, we terminated the management agreement with Boca Lago
Country Club, a private country club in Boca Raton, Florida.
(6) In May 2020, we sold Hamilton Mill Golf Club, a private country club in Dacula, Georgia and Traditions of Braselton, a
private country club in Jefferson, Georgia. In June 2020, we sold Neuse Golf Club, a semi -private golf club in Clayton,
North Carolina. Additionally, in May 2020, we terminated the management agreement with Waterfall Club, a private
country club in Clayton, Georgia.
(7) In June 2020, we sold Southern Trace Country Club, a private country club in Shreveport, Louisiana, and we ceased
operating three leased public golf facilities in the Sacramento, California market including Empire Ranch Golf Club in
Folsom, California, Turkey Creek Golf Club in Lincoln, California and Teal Bend Golf Club in Sacramento, California.
In July 2020, we sold Sun City Peachtree Golf Club, a private country club in Griffin, Georgia. Additionally, in July
2020, certain subsidiaries of the Company entered into a purchase and sale agreement with certain subsidiaries of
Sculptor Real Estate ("Sculptor") to sell the underlying real estate at 20 of our golf and country clubs (the "Properties"),
including two properties with two individual clubhouses at different locations for a total of 22 clubs within our portfolio.
Concurrent with the sale of the Properties, certain subsidiaries of the Company and Sculptor entered into a 20-year triple
net lease agreement, whereby the Company leased back the Properties (together with the purchase and sale agreement,
the "Sculptor Transaction"). For accounting purposes the Sculptor Transaction was accounted for as a financing
transaction. As a result, the assets related to these clubs remain on our consolidated balance sheets. See Note 11. In
August 2020, we sold The Club at Cimarron, a private country club in Mission, Texas. Additionally, in August 2020, we
terminated the management agreement with The Golf Club at South River, a private country club in Edgewater,
Maryland.
(8) In October 2020, we sold Deercreek Country Club, a private country club in Jacksonville, Florida. Additionally, in
October 2020, we opened Arizona Stadium Club, a leased stadium club in Tucson, Arizona.
Subsequent to December 31, 2020, in January 2021, we closed Cozumel Country Club, a semi -private golf club in
Cozumel, Mexico.
Basis of Presentation
Total revenues recorded in our three principal business segments: (1) Golf and Country Clubs, (2) City Clubs and (3)
Stadium Clubs, are comprised mainly of revenues from membership dues (including upgrade dues), food and beverage operations
and golf operations. Operating expenses recorded in our two principal business segments primarily consist of labor expenses, food
and beverage costs, golf course maintenance costs and general and administrative costs.
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 revenues associated with upgrade offerings, corporate overhead
expenses and shared services. Corporate expenses and other operations also includes corporate assets such as cash, goodwill,
intangible assets, and loan origination fees.
As of December 31, 2020, we changed our fiscal year end from a 52/53 week period ending on the last Tuesday of
December to December 31. The impact of this change was not material to the comparability of our financial results for the years
53
presented. Accordingly, the change to a calendar fiscal year was made on a prospective basis and prior operating results have not
been adjusted. The consolidated financial statements consist of the fiscal year ended December 31, 2020, the 53 weeks ended
December 31, 2019 (referred herein as the fiscal year ended December 31, 2019) and the 52 weeks ended December 25, 2018
(referred herein as the fiscal year ended December 25, 2018).
EBITDA, Adjusted EBITDA and Pro Forma Adjusted EBITDA
Adjusted EBITDA is a key financial measure used by our management to (1) internally measure our operating
performance, (2) evaluate segment performance and allocate resources and support certain valuation analyses and (3) assess our
ability to service our debt, incur additional debt, make acquisitions and make capital expenditures. We believe that Adjusted
EBITDA is useful as a performance measure because it adjusts our operating results to be reflective of our core, ongoing,
operating performance. As such, Adjusted EBITDA provides relevant information about trends for the periods presented and
adjusts for the impact of certain items on a consistent basis from period to period. We believe this measure allows our investors
and lenders to evaluate performance using the same metrics that management uses to evaluate performance and plan annual
budgets. Additionally, our first lien senior secured financing (the "Senior Facilities") and our senior notes maturing on
September 15, 2025 (the "2025 Senior Notes") include contingent covenants which utilize pro forma Adjusted EBITDA
("Pro Forma Adjusted EBITDA"). We believe these measures provide a meaningful measure of operating profitability because we
use the metrics for evaluating our business performance and understanding certain significant items. We also believe Adjusted
EBITDA and Pro Forma Adjusted EBITDA are useful as liquidity measures because they demonstrate our ability to service our
debt, incur additional debt, make acquisitions and make capital expenditures. See Note 17 of our consolidated financial statements
included elsewhere herein for the definition of EBITDA and Adjusted EBITDA. Pro Forma Adjusted EBITDA is defined as
Adjusted EBITDA, but is further adjusted for additional non -recurring income and expenses, increased pro forma effects of
completed acquisitions and investments, and includes estimated synergies, cost savings and operational improvements, including
some adjustments not permitted under Article 11 of Regulation S-X. Pro Forma Adjusted EBITDA does not reflect the impact of
earnings, charges or expenses resulting from matters we may consider not to be indicative of our ongoing operations. Adjusted
EBITDA and Pro Forma Adjusted EBITDA are based on the defined terms in our debt agreements and may not be comparable to
similarly titled measures reported by other companies.
54
The following table provides a reconciliation of net loss to EBITDA, Adjusted EBITDA and Pro Forma Adjusted
EBITDA for the years indicated:
(dollars in thousands)
Net loss
Interest expense
Income tax benefit
Interest and investment income
Depreciation and amortization
EBITDA
Impairments and disposition of assets �1>
Loss (income) from divested clubs (2)
Non -cash adjustments (3)
Acquisition and divestiture related costs (4)
Capital structure costs (5)
Centralization and transformation costs (6)
Other adjustments (7)
Equity -based compensation expense (8)
Deferred revenue adjustments (9)
Adjusted EBITDA
Pro forma run -rate adjustment for completed acquisitions (12)
Property tax revaluation run -rate estimate (13)
Unrealized savings from core ERP upgrade (14)
Public company cost savings estimate (15)
Estimated synergies and cost savings (16)
Estimated business interruption (17)
Pro forma run -rate adjustment for certain reinvention investments �18�
Non -cash EBITDA (19)
Pro -Forma Adjusted EBITDA
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
$ (238,791)
$
(147,980)
$ (143,670)
131,697
136,730
127,496
(72,634)
(46,375)
(41,926)
(2,651)
(775)
(1,014)
189,736
198,353
202,074
$ 7,357
$
139,953
$ 142,960
57,526
11,347
22,808
814
(1,562)
(3,172)
2,865
3,854
3,949
3,774
5,681
3,696
3,855
713
1,363
6,711
27,016
29,510
83,264
24,620
14,923
2,082
1,701
2,436
9,197
9,930
13,178
$ 177,445
$
223,253
$ 231,651
3,981
19,389
9,195
(1,700)
-
368
1,414
132
4,352
12,019
21,350
2,023
5,929
3,556
-
(9,816)
(53)
$ 181,891
$
258,532
$ 264,065
The following table provides a reconciliation of net cash provided by operating activities to Adjusted EBITDA for the
years indicated:
(dollars in thousands)
Net cash provided by operating activities
Interest expense
Income tax benefit
Interest and investment income
Loss (income) from divested clubs (2)
Non -cash adjustments (3)
Acquisition and divestiture related costs (4)
Capital structure costs (5)
Centralization and transformation costs (6)
Other adjustments (7)
Deferred revenue adjustments (9)
Change in deferred tax assets and liabilities (10)
Certain other adjustments to reconcile net loss to operating cash
flows (11)
Adjusted EBITDA
The following footnotes relate to the four preceding tables.
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
$ 35,876 $
55,206 $
73,192
131,697
136,730
127,496
(72,634)
(46,375)
(41,926)
(2,651)
(775)
(1,014)
814
(1,562)
(3,172)
2,865
3,854
3,949
3,774
5,681
3,696
3,855
713
1,363
6,711
27,016
29,510
83,264
24,620
14,923
9,197
9,930
13,178
75,159
46,162
40,993
(100,482) (37,947) (30,537)
$ 177,445 $ 223,253 $ 231,651
(1) Includes non -cash impairment charges related to property and equipment, goodwill and intangible assets and loss (gain)
on disposals of assets, net (including property and equipment disposed of in connection with renovations).
(2) Represents loss (income) from divested clubs or entities that do not qualify as discontinued operations in accordance
with GAAP.
(3) Includes non -cash items related to purchase accounting associated with the Merger on September 18, 2017, including
straight line rent adjustments related to tenant allowances and above -below market rent adjustments.
(4) Represents legal and professional fees related to the acquisition or divestiture of clubs.
(5) Represents legal and professional fees related to our capital structure, including debt issuance and amendment costs and
costs related to the Sculptor Transaction.
(6) Includes fees and expenses associated with centralization and transformation of administrative processes, finance
processes and related information technology systems.
(7) Represents adjustments permitted by the credit agreement governing the Senior Facilities including future usage credits
for closed or reduced club operations related to COVID-19, severance expense, legal settlements, costs associated with
strategic growth initiatives and bad debt on financed initiation payments. In fiscal year 2020, other adjustments included
$52.4 million in COVID-19 related future usage credits, $11.2 million associated with strategic growth initiatives, $3.3
million in legal fees, $2.2 million in severance expense, and $14.2 million in other costs. In fiscal year 2019, other
adjustments included $6.6 million associated with strategic growth initiatives, $5.4 million in severance expense,
$3.9 million in certain uninsured losses and $8.7 million in other costs. In fiscal year 2018, other adjustments included
$5.6 million in severance expense, $1.4 million in legal settlement expenses and $7.9 million in other costs.
(8) Includes equity -based compensation expense, calculated in accordance with GAAP, related to awards held by certain
employees, executives and directors.
56
(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, the acquisition of Sequoia Golf on September 30, 2014 and the Merger on
September 18, 2017.
(10) Includes the adjustment to reconcile net loss to net cash provided by operating activities from our consolidated
statements of cash flows resulting from the net change in deferred tax assets and liabilities.
(11) Includes the following adjustments to reconcile net loss to net cash provided by operating activities from our
consolidated statements of cash flows: non -cash operating lease expense, 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 current operating lease liabilities, net change in other current liabilities, bad debt expense, amortization of debt
issuance costs and term loan discount, accretion of discount on member deposits, net change in long-term operating lease
liabilities and net change in other long-term liabilities. Certain other adjustments to reconcile net 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.
(12) Represents estimated incremental pro forma run -rate Adjusted EBITDA associated with acquisitions completed during
each year and the two prior years using a margin that is based on the Company's experience with the run -rate stabilized
margin for prior acquisitions.
(13) Represents anticipated increases in property taxes from the Merger.
(14)Represents anticipated benefits from a fully implemented ERP core financials initiative, including information
technology savings, reduced costs of compliance and implementation of a shared services center.
(15) Represents anticipated benefit from elimination of costs associated with the change from public to private ownership.
(16) Represents anticipated cost savings and synergies as a result of reductions in billing and settlement costs; operational
improvements from a new labor management scheduler system, operational improvements from a new POS (point of
sale) system, resulting in improved billing accuracy, centralized pricing and discounts, procurement savings, labor
savings and information technology savings; and member self-service initiatives, including payroll savings, estimated
additional food and beverage revenues, golf revenues and advertising, offset by related incremental operating costs.
These are estimates and involve risks, uncertainties, assumptions and other factors that may cause actual results,
performance or achievements of C1ubCorp Holdings to be materially different from any future results, performance or
achievements expressed or implied by estimates.
(17)Represents estimated business interruption losses that are anticipated to be reimbursed by insurance.
(18)Represents estimated incremental pro forma run -rate Adjusted EBITDA associated with certain clubs undergoing a
major reinvention.
(19) Represents non -cash EBITDA realized in connection with redemption of future usage credits for closed or reduced club
operations as a result of COVID-19 and incentives awarded to former members related to our C1ubCorp rewards
initiative.
Same Store Analysis
We employ "same store" analysis techniques for a variety of management purposes. By our definition, clubs are
evaluated at the beginning of each year and considered same store once they have been fully operational for one fiscal year.
Newly acquired or opened clubs, clubs added under management agreements and divested clubs are not classified as same store;
however, clubs held for sale are considered same store until they are divested. Once a club has been divested, it is removed from
the same store classification for all years presented. See summarized financial information by segment in Note 17 of our
consolidated financial statements included elsewhere herein. For same store year -over -year comparisons, clubs must be open the
entire year for both years in the comparison to be considered same store, therefore, same store facility counts and operating results
may vary depending on the years of comparison. We believe this approach provides for a more effective analysis tool because it
allows us to assess the results of our core operating strategies by tracking the performance of our established same store clubs
without the inclusion of divested clubs and newly acquired or opened clubs.
57
Results of Operations
The following table presents our consolidated statements of operations as a percent of total revenues for the years
indicated:
Fiscal Year Ended
December 31,
% of
December 31,
% of
December 25,
% of
2020
Revenues
2019
Revenues
2018
Revenues
(dollars in thousands)
Revenues:
Club operations
$ 768,897
82.0 %
$ 847,131
72.7 %
$ 800,720
72.1 %
Food and beverage
166,425
17.7 %
313,974
26.9 %
305,248
27.5 %
Other revenues
2,762
0.3 %
4,291
0.3 %
5,072
0.5 %
Total revenues
938,084
1,165,396
1,111,040
Direct and selling, general and administrative expenses:
Club operating costs exclusive of depreciation
714,920
76.2 %
786,617
67.5 %
727,956
65.5 %
Cost of food and beverage sales exclusive of
depreciation
72,248
7.7 %
108,206
9.3 %
102,686
9.2 %
Depreciation and amortization
189,736
20.2 %
198,353
17.0 %
202,074
18.2 %
Provision for doubtful accounts
8,321
0.9 %
7,098
0.6 %
9,463
0.9 %
Loss (gain) on disposals of assets, net
6,562
0.7 %
(3,888)
(0.3)%
13,854
1.2 %
Impairment of assets
50,964
5.4 %
15,235
1.3 %
8,954
0.8 %
Selling, general and administrative
77,712
8.3 %
114,181
9.8 %
107,736
9.7 %
Operating loss
(182,379)
(19.4)%
(60,406)
(5.2)%
(61,683)
(5.6)%
Interest and investment income
2,651
0.3 %
775
0.1 %
1,014
0.1 %
Interest expense
(131,697)
(14.0)%
(136,730)
(11.7)%
(127,496)
(11.5)%
Other income
%
2,006
0.2 %
2,569
0.2 %
Loss before income taxes
(311,425)
(33.2)%
(194,355)
(16.7)%
(185,596)
(16.7)%
Income tax benefit
72,634
7.7 %
46,375
4.0 %
41,926
3.8 %
Net loss
(238,791)
(25.5)%
(147,980)
(12.7)%
(143,670)
(12.9)%
Net loss attributable to noncontrolling interests
198
- %
325
- %
291
- %
Net loss attributable to C1ubCorp
$ (238,593)
(25.4)%
$ (147,655)
(12.7)%
$ (143,379)
(12.9)%
58
Comparison of the Fiscal Years Ended December 31, 2020 and December 31, 2019
The following table presents key financial information derived from our consolidated statements of operations for fiscal
years 2020 and 2019.
(dollars in thousands)
Total revenues
Club operating costs and expenses exclusive of depreciation
Depreciation and amortization
Provision for doubtful accounts
Loss (gain) on disposals of assets, net
Impairment of assets
Selling, general and administrative
Operating loss
Interest and investment income
Interest expense
Other income
Loss before income taxes
Income tax benefit
Net loss
Fiscal Year Ended
December 31, December 31,
2020 2019 Change % Change
$ 938,084 $ 1,165,396 $ (227,312) (19.5)%
787,168
894,823
(107,655)
(12.0)%
189,736
198,353
(8,617)
(4.3)%
8,321
7,098
1,223
17.2 %
6,562
(3,888)
10,450
268.8 %
50,964
15,235
35,729
234.5 %
77,712
114,181
(36,469)
(31.9)%
(182,379)
(60,406)
(121,973)
(201.9)%
2,651
775
1,876
242.1 %
(131,697)
(136,730)
5,033
3.7 %
2,006
(2,006)
(100.0)%
(311,425)
(194,355)
(117,070)
(60.2)%
72,634
46,375
26,259
56.6 %
$ (238,721)
$ (147,980)
$ (90,811)
(61.4)%
(1) Comprised of club operating costs and cost of food and beverage sales.
Total revenues of $938.1 million for fiscal year 2020 decreased $227.3 million, or 19.5%, over fiscal year 2019 due
largely to COVID-19 related club closures and reduced club operations under social distancing protocols. This decrease in
revenues is due primarily to (i) a $99.3 million decrease in same store Golf and Country Clubs segment revenues driven primarily
by decreases in same store food and beverage revenues, private event revenues, and other revenues, such as room, management
fee, athletics and tennis revenues, (ii) a $74.8 million decrease in same store City Clubs segment revenues due largely to decreases
in food and beverage revenues and dues revenues, (iii) a $52.7 million decrease reported within elimination of intersegment
revenues and segment reporting adjustments, due primarily to future usage credits issued to members for closed or reduced club
operations at the clubs, (iv) a $26.2 million decrease in revenues related to divested clubs and (v) a $9.7 decrease in same store
Stadium Clubs segment revenues due to decreases in food and beverage revenues and dues revenues. These decreases were
partially offset by a $34.5 million increase in revenues attributable to golf and country club and stadium club properties added in
2019.
Club operating costs and expenses totaling $787.2 million for fiscal year 2020 decreased $107.7 million, or 12.0%,
compared to fiscal year 2019 due primarily to COVID-19 related club closures and reduced club operations under social
distancing protocols. The overall decrease in club operating costs and expenses is largely due to a $34.5 million decrease in food
and beverage costs of goods sold, a $32.8 million decrease in variable labor costs due primarily to COVID-19 related savings,
partially offset by an increase in labor costs in the first quarter related to our continuing business improvement initiatives, a
$24.7 million decrease in costs related to divested clubs, a $7.6 million decrease in member relations expenses, a $7.4 million
decrease in food and beverage supplies, mainly linens and supplies, a $6.1 million decrease in credit and collection and a
$5.2 million decrease in fixed utilities expenses. The remaining decrease of $0.5 million includes immaterial decreases across the
majority of all other expenses. These decreases were partially offset by increases of $6.6 million in insurance expenses including
uninsured losses, due to higher claims and premiums and $4.5 million in incentive compensation.
Depreciation and amortization expense decreased $8.6 million, or 4.3%, during 2020 compared to fiscal year 2019.
Depreciation expense decreased $7.8 million primarily due to large assets on several clubs which became fully depreciated during
fiscal year 2019, partially offset by depreciation expense on new assets. Amortization expense decreased $0.8 million largely due
to internal use software no longer in use written off during the first quarter of 2020, partially offset by internal use software placed
in service during fiscal year 2020. During fiscal year 2020, depreciation and amortization for Golf and Country Clubs, City Clubs
and Stadium Clubs was $149.0 million, $12.4 million and $1.8 million, respectively. During fiscal year 2019, depreciation and
59
amortization for Golf and Country Clubs, City Clubs and Stadium Clubs was $156.3 million, $13.8 million and $1.9 million,
respectively. These club expenses were primarily comprised of depreciation on our property and equipment and amortization of
intangibles related to member relationships.
Provision for doubtful accounts increased $1.2 million, or 17.2%, during fiscal year 2020 compared to fiscal year 2019,
largely due to reserves for certain categories of members that would be more impacted by the changes in the macroeconomic
environment as a result of COVID-19, partially offset by the impact of lower aged receivables due to future usage credits related
to COVID-19. Members were required to become current with payments in order to receive future usage credits. As members are
now using these credits, they have lower billings and account balances. During this period of uncertainty, the Company will
continue to closely monitor its billings and payments from members.
Loss (gain) on disposals of assets, net totaled a $6.6 million loss and a $3.9 million gain for fiscal years fiscal year 2020
and fiscal year 2019, respectively. The loss during fiscal year 2020 includes losses of (i) $11.6 million in fixed asset retirements
related to the sale of seven golf and country clubs, (ii) $9.1 million in fixed asset retirements in the normal course of business, (iii)
$4.5 million from liabilities for incentives awarded to former members related to our C1ubCorp rewards initiative, (iv)
$4.1 million for goodwill written off in conjunction with the sale of the seven golf and country clubs, (v) $3.9 million primarily
related to clean-up costs for a tornado which impacted one of our clubs and (vi) $2.3 million in other assets primarily related to
the release of escrow funds related to the termination of three leased properties. The losses were partially offset by gains of (i)
$11.8 million in proceeds primarily from the sale of seven golf and country clubs, (ii) $11.1 million in insurance proceeds
received, net of receivables recorded in a prior year, related primarily to hurricane, rain and flooding events that occurred during
fiscal years 2018 and 2017,and a tornado that occurred during the second quarter and impacted one of our golf and country clubs,
(iii) $3.2 million from forgiveness of membership initiation deposits liabilities and (iv) $2.6 million in capital lease debt
retirements. The gain during the fiscal year 2019 includes gains of (i) $15.3 million in insurance proceeds received, primarily
related to hurricane, rain and flooding events that damaged certain property and equipment during fiscal years 2018 and 2017, (ii)
$9.7 million in proceeds from the sale of four golf and country club, (iii) $2.1 million related to early finance lease retirements
and (v) $1.4 million from forgiveness of membership initiation deposits liabilities. The gains are partially offset by losses of (i)
$10.4 million in fixed asset retirements related to the sale of four golf and country clubs, (ii) $8.8 million from fixed asset
retirements during the normal course of business, (iii) $4.0 million for goodwill written off in conjunction with the sale of the four
golf and country clubs and (iv) $1.0 million in storm clean-up costs. During fiscal year 2020, loss (gain) on disposals of assets,
net, for Golf and Country Clubs, City Clubs and Stadium Clubs was a loss of $2.3 million, a loss of $0.2 million and a loss less
than $0.1. million, respectively. During fiscal year 2019, loss (gain) on disposals of assets, net, for Golf and Country Clubs, City
Clubs and Stadium Clubs was a gain of $11.2 million, a loss of $0.1 million and a loss less than $0.1. million, respectively.
Impairment of assets was $51.0 million and $15.2 million for fiscal years 2020 and 2019, respectively. The impairment
of assets during fiscal year 2020 was due largely to continued and projected lower operating results driven by the negative impact
COVID-19 had on certain clubs. During fiscal year 2020, impairment of assets was largely comprised of impairment losses to
property and equipment at certain of our clubs to adjust the carrying amount of certain property and equipment to its fair value,
impairment of certain assets and liabilities related to operating leases at certain of our clubs, Stadium Clubs reporting unit
goodwill impairment and impairment losses to management contract intangible assets. During fiscal year 2019, impairment of
assets was comprised of impairment losses to property and equipment at certain of our clubs to adjust the carrying amount of
certain property and equipment to its fair value and impairment losses to management contract intangible assets. During fiscal
year 2020, impairment of assets for Golf and Country Clubs, City Clubs and Stadium Clubs was $23.5 million, $22.7 million and
$1.4 million, respectively. During fiscal year 2019, impairment of assets for Golf and Country Clubs and City Clubs was $14.8
million and $0.4 million, respectively. There was no impairment of assets for Stadium Clubs during fiscal year 2019.
Selling, general and administrative expenses of $77.7 million for fiscal year 2020 decreased $36.5 million, or 31.9%,
compared to fiscal year 2019. The major components of selling, general and administrative expenses are shown in the table
below.
Components of selling, general and administrative expense
(dollars in thousands)
Selling, general and administrative expense, excluding equity -
based compensation and capital structure costs
Capital structure costs
Equity -based compensation
Fiscal Year Ended
December 31, December 31,
2020 2019 Change % Change
72,227 $
112,548
$ (40,321)
(35.8)%
3,701
169
3,532
2,089.9 %
1,784
1,464
320
21.9 %
Selling, general and administrative $ 77,712 $ 114,181 $ (36,469) (31.9)%
60
Selling, general and administrative expenses, excluding equity -based compensation and capital structure costs, were
$72.2 million for fiscal year 2020, a decrease of $40.3 million, or 35.8%, compared to fiscal year 2019 partially due to
management's continued cost containment efforts in response to reduced club operations at our clubs resulting from COVID-19.
This included decreases of $19.4 million related to infrastructure upgrade, $10.9 million in ongoing payroll expense primarily
related to reduced headcount in our corporate office, in addition to COVID-19 related furloughs and temporary pay reductions
primarily during the second quarter, $4.1 million in severance expense, $3.9 million in ongoing contract services, primarily in IT
and accounting, $2.3 million in vacation accrual expense largely due to a change in policy and reduced headcount in our corporate
office, $1.8 million in acquisition expenses, $1.8 million lower tournament fees and $1.4 million lower fees paid to affiliated
clubs under reciprocal arrangements. The remaining decrease of $2.2 million includes immaterial decreases in various other
selling, general and administrative expenses. Decreases were partially offset by increases of $4.9 million in strategic growth
initiatives and $2.5 million in incentive compensation.
Capital structure costs included within selling, general and administrative expenses increased $3.5 million from
$0.2 million in fiscal year 2019 to $3.7 million in fiscal year 2020 due primarily to costs related to the Sculptor Transaction which
closed on July 17, 2020.
Equity -based compensation expense included within selling, general and administrative expense increased $0.3 million
from $1.5 million in fiscal year 2019 to $1.8 million in fiscal year 2020.
Interest expense totaled $131.7 million and $136.7 million for fiscal years 2020 and 2019, respectively, a decrease of
$5.0 million due primarily to a $18.5 million decrease in interest on the term loan due to lower LIBOR rates during fiscal
year 2020, partially offset by the following increases: (i) $9.3 million in interest on the financing obligation related to the Sculptor
Transaction, (ii) $2.6 million in interest due to the increase in the Wells Fargo Mortgage Loan used for the acquisition of seven
golf and country clubs from Toll Brothers Golf in the fourth quarter of fiscal year 2019, (iii) $0.8 million in interest due to
increased borrowings under the revolving credit facility and (iv) $0.8 million in amortization of the net present value of initiation
deposits and amortization of debt issuance costs.
We recognize business interruption insurance proceeds when received, within other income, when we experience a
period of interruption and lost revenues, profit or margin related to property losses. In fiscal year 2019, we recognized
$2.0 million in business interruption proceeds related to a portion of the losses due to hurricane, rain and flooding events that
occurred during fiscal years 2018, 2017 and 2016. We did not recognize any business interruption proceeds during fiscal
year 2020.
Income tax benefit for fiscal year 2020 was $72.6 million, with an effective tax rate of 23.3%, while income tax benefit
for fiscal year 2019 was $41.9 million, with an effective tax rate of 23.8%. For fiscal year 2020, the effective tax rate differed
from the statutory federal rate of 21 % primarily due to state taxes and net increases to unrecognized tax benefits.
Segment Operations
The following table presents key financial information for our segments and Adjusted EBITDA for fiscal years 2020 and
2019:
Consolidated Summary
(dollars in thousands)
Total Revenues
Golf and Country Clubs Adjusted EBITDA (1>
City Clubs Adjusted EBITDA (1)
Stadium Clubs Adjusted EBITDA�I�
Corporate expenses and other operations (2)
Adjusted EBITDA
Fiscal Year Ended
December 31, December 31, %
2020 2019 Change Change
$ 938,084 $ 1,165,396 $ (227,312) (19.5)0/.
222,665 $
248,194
$ (25,529)
(10.3)%
(2,180)
25,276
(27,456)
(108.6)%
(300)
5,484
(5,784)
(105.5)%
(42,740) (55,701) 12,961 23.3 %
$ 177,445 $ 223,253 $ (45,808) (20.5)%
(1) See "Basis of Presentation—EBITDA and Adjusted EBITDA" for the definition of Adjusted EBITDA and a
reconciliation of net loss to Adjusted EBITDA.
61
(2) Prior to fiscal year 2020, certain salaries were included in corporate expenses and other operations, but are now included
within their respective reportable segments. These salaries totaled approximately $8.6 million during the fiscal year
ended December 31, 2020. Due to lack of availability of historical information and the level of effort required to
determine the historical information, we did not recast our fiscal year 2019 and fiscal year 2018 results for this change.
62
Golf and Country Clubs
The following table presents key financial information for our Golf and Country Clubs for fiscal years 2020 and 2019.
Divested clubs are excluded from segment reporting for all years presented. References to percentage changes that are not
meaningful, as new or acquired clubs include different clubs for each year, are denoted by "NM".
Golf and Country Clubs Segment
(dollars in thousands)
Same Store Clubs
Revenues
Dues
Food and Beverage
Golf Operations
Other
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Adjusted EBITDA Margin
New or Acquired Clubs
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Total Golf and Country Clubs
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Adjusted EBITDA Margin
Total memberships, excluding managed club memberships
Fiscal Year Ended
December 31, December 31, %
2020 2019 Change Change
$ 485,207
$ 489,113
$
(3,906)
(0.8)%
131,351
215,726
(84,375)
(39.1)%
116,580
119,873
(3,293)
(2.7)%
105,018
112,700
(7,682)
(6.8)%
$ 838,156
$ 937,412
$
(99,256)
(10.6)%
$ 629,485
$ 691,539
$
(62,054)
(9.0)%
$ 208,671
$ 245,873
$
(37,202)
(15.1)%
24.9 %
26.2 %
(130) bps
$ 40,760
$ 6,904
$
33,856
NM
$ 26,766
$ 4,584
$
22,182
NM
$ 13,994
$ 2,320
$
11,674
NM
$ 878,916
$ 944,316
$
(65,400)
(6.9)%
$ 656,251
$ 696,122
$
(39,871)
(5.7)%
$ 222,665
$ 248,194
$
(25,529)
(10.3)%
25.3 %
26.3 %
(100) bps
123,455
128,035
(4,580)
(3.6)%
Total revenues for same store Golf and Country Clubs decreased $99.3 million, or 10.6%, for fiscal year 2020 compared
to fiscal year 2019 due primarily to COVID-19 related club closures and reduced club operations under social distancing
protocols. Food and beverage revenues decreased $84.4 million, or 39.1%, due primarily to lower private party revenues and a la
carte revenues. Other revenues decreased $7.7 million, or 6.8%, due primarily to decreases in room, management fee, athletics
and tennis revenues. Dues revenues decreased $3.9 million, or 0.8%, due primarily to a decrease in same store memberships,
partially offset by a rate increase in dues per same store average membership. The decrease in golf operations revenues of $3.3
million, or 2.7%, was largely attributable to lower greens fee revenues and retail sales. During club closures and reduced club
operations we continued to bill our members and in turn issued them future usage credits. The credits are recorded as contra dues
revenues and are included in segment reporting adjustments which do not impact segment revenues. As the future usage credits
are utilized they are recognized as non -cash revenue in segment revenues. During fiscal year 2020, members redeemed $42.6
million in credits, which were included in Golf and Country Clubs food and beverage revenues, golf operations revenues or other
revenues.
Club operating costs and expenses include costs such as payroll and payroll -related expenses, costs of food and beverage
sales, costs of retail sales, golf operations and golf course maintenance expenses, utilities expense and property taxes. Club
operating costs and expenses, excluding costs of food and beverage sales, for same store Golf and Country Clubs decreased $39.3
million, or 6.4%, for fiscal year 2020 compared to fiscal year 2019 due primarily to COVID-19 related club closures and reduced
club operations under social distancing protocols. The decrease is largely related to a decrease in payroll expenses related to
COVID-19, partially offset by an increase in labor costs in the first quarter related to our continuing business improvement
63
initiatives. Additionally, the decrease in club operating costs and expenses includes COVID-19 related decreases in credit and
collections, retail costs of goods sold, member relations expenses, utilities expenses, linens and laundry expenses, food and
beverage supplies and employee relations. The decreases were partially offset by increases in incentive compensation, golf course
utilities, primarily water, and insurance, due primarily to higher property premiums. These operating costs as a percentage of total
same store club revenues were 68.2% and 65.2% for the same years, respectively.
Costs of food and beverage sales for same store Golf and Country Clubs decreased $22.7 million, or 28.3%, for fiscal
year 2020 compared to fiscal year 2019, primarily attributable to the COVID-19 related decrease in food and beverage revenues.
These costs as a percentage of food and beverage revenues were 43.8% and 37.2% for the same years, respectively.
Adjusted EBITDA for same store Golf and Country Clubs decreased $37.2 million, or 15.1%, for fiscal year 2020
compared to fiscal year 2019, largely due to COVID-19 related decreases in food and beverage revenues, other revenues, dues
revenues and golf operations revenues, partially offset by lower club operating costs and expenses and costs of food and beverage
sales.
City Clubs
The following table presents key financial information for our City Clubs for fiscal years 2020 and 2019. Divested clubs
are excluded from segment reporting for all years presented. References to percentage changes that are not meaningful, as new or
acquired clubs include different clubs for each year, are denoted by "NM".
City Clubs Segment
(dollars in thousands)
Same Store Clubs
Revenues
Dues
Food and Beverage
Other
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Adjusted EBITDA Margin
New or Acquired Clubs
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Total City Clubs
Revenues
Fiscal Year Ended
December 31, December 31, %
2020 2019 Change Change
$ 54,955
$ 68,210
$ (13,255)
(19.4)%
21,913
75,986
(54,073)
(71.2)%
13,552
20,976
(7,424)
(35.4)%
$ 90,420
$ 165,172
$ (74,752)
(45.3)%
$ 92,600
$ 139,896
$ (47,296)
(33.8)%
$ (2,180)
$ 25,276
$ (27,456)
(108.6)%
(2.4)%
15.3 %
(1770) bps
$ 90,420 $ 165,172
Club operating costs and expenses exclusive of depreciation $ 92,600 $ 139,896
Adjusted EBITDA $ (2,180) $ 25,276
Adjusted EBITDA Margin (2.4)% 15.3 %
Total memberships, excluding managed club memberships 28,277 37,055
NM
NM
NM
$ (74,752) (45.3)%
$ (47,296) (33.8)%
$ (27,456) (108.6)%
(1770) bps
(8,778) (23.7)%
Total revenues for same store City Clubs decreased $74.8 million, or 45.3%, for fiscal year 2020 compared to fiscal
year 2019 primarily due to COVID-19 related club closures and reduced club operations under social distancing protocols. Food
and beverage revenues decreased $54.1 million, or 71.2%, due primarily to decreases in private party revenues and a la carte
revenues. Dues revenues decreased $13.3 million, or 19.4%, largely due to a decrease in same store memberships which impacted
base dues and upgrade dues related to the O.N.E. program. Other revenues decreased $7.4 million, or 35.4%, due primarily to
decreases in management fee and athletics revenues. During club closures and reduced club operations we continued to bill our
members and in turn issued them future usage credits. The credits are recorded as contra dues revenues and are included in
64
segment reporting adjustments which do not impact segment revenues. As the future usage credits are utilized they are recognized
as non -cash revenue in segment revenues. During the fiscal year 2020, members redeemed $1.9 million in credits, which were
included in City Clubs food and beverage revenues or other revenues.
Club operating costs and expenses include costs such as payroll and payroll -related expenses, costs of food and beverage
sales and rent. Club operating costs and expenses, excluding costs of food and beverage sales, for same store City Clubs decreased
$35.3 million, or 29.6%, for fiscal year 2020 compared to fiscal year 2019, largely due to COVID-19 related club closures and
reduced club operations under social distancing protocols. The decrease in club operating costs and expenses includes COVID-19
related decreases in payroll expenses, member relations expenses, credit and collections, food and beverage supplies and contract
services and fees. These operating costs as a percentage of total same store club revenues were 92.9% and 72.2% for the same
years, respectively.
Costs of food and beverage sales for same store City Clubs decreased $12.0 million, or 58.1%, for fiscal year 2020
compared to fiscal year 2019, primarily related to the COVID-19 related decrease in food and beverage revenues. These costs as a
percentage of food and beverage revenues were 39.4% and 27.1% for the same years, respectively.
Adjusted EBITDA for same store City Clubs decreased $27.5 million, or 108.6%, for fiscal year 2020 compared to fiscal
year 2019, primarily driven by COVID-19 related decreases in food and beverage revenues, dues revenues and other revenues,
partially offset by lower club operating costs and expenses and costs of food and beverage sales.
Stadium Clubs
The following table presents key financial information for our Stadium Clubs for fiscal years 2020 and 2019. Divested
clubs are excluded from segment reporting for all years presented. References to percentage changes that are not meaningful, as
new or acquired clubs include different clubs for each year, are denoted by "NM".
Stadium Clubs Segment
(dollars in thousands)
Same Store Clubs
Revenues
Dues
Food and Beverage
Other
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Adjusted EBITDA Margin
New or Acquired Clubs
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Total Stadium Clubs
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Adjusted EBITDA Margin
Total memberships, excluding managed club memberships
Fiscal Year Ended
December 31, December 31, %
2020 2019 Change Change
$ 6,757
$ 7,577
$ (820)
(10.8)%
5,212
13,644
(8,432)
(61.8)%
616
1,060
(444)
(41.9)%
$ 12,585
$ 22,281
$ (9,696)
(43.5)%
$ 11,914
$ 16,797
$ (4,883)
(29.1)%
$ 671
$ 5,484
$ (4,813)
(87.8)%
5.3 %
24.6 %
(1930) bps
$ 631
$ —
$ 631
NM
$ 1,602
$ —
$ 1,602
NM
$ (971)
$ —
$ (971)
NM
$ 13,216
$ 22,281
$ (9,065)
(40.7)%
$ 13,516
$ 16,797
$ (3,281)
(19.5)%
$ (300)
$ 5,484
$ (5,784)
(105.5)%
(2.3)%
24.6 %
(2690) bps
6,891
7,562
(671)
(8.9)%
65
Total revenues for same store Stadium Clubs decreased $9.7 million, or 43.5%, for fiscal year 2020 compared to fiscal
year 2019 primarily due to COVID-19 related club closures and reduced club operations under social distancing protocols. Food
and beverage revenues decreased $8.4 million, or 61.8%, due primarily to decreases in private party revenues and a la carte
revenues. Dues revenues decreased $0.8 million, or 10.8%, largely due to a decrease in same store memberships which impacted
base dues and upgrade dues related to the O.N.E. program. Other revenues decreased $0.4 million, or 41.9%, due primarily to a
reduction in management fee revenues. During club closures and reduced club operations we continued to bill our members and in
turn issued them future usage credits. The credits are recorded as contra dues revenues and are included in segment reporting
adjustments which do not impact segment revenues. As the future usage credits are utilized they are recognized as non -cash
revenue in segment revenues. During the fiscal year 2020, members redeemed $0.3 million in credits, which were included in
Stadium Clubs food and beverage revenues or other revenues.
Club operating costs and expenses include costs such as payroll and payroll -related expenses, costs of food and beverage
sales and rent. Club operating costs and expenses, excluding costs of food and beverage sales, for same store Stadium Clubs
decreased $3.1 million, or 23.8%, for fiscal year 2020 compared to fiscal year 2019, largely due to COVID-19 related club
closures and reduced club operations under social distancing protocols. The decrease in club operating costs and expenses
includes COVID-19 related decreases in payroll expenses and rent expense. These operating costs as a percentage of total same
store club revenues were 78.3% and 58.1% for the same years, respectively.
Costs of food and beverage sales for same store Stadium Clubs decreased $1.8 million, or 46.7%, for fiscal year 2020
compared to fiscal year 2019, primarily related to the COVID-19 related decrease in food and beverage revenues. These costs as a
percentage of food and beverage revenues were 39.4% and 28.2% for the same years, respectively.
Adjusted EBITDA for same store Stadium Clubs decreased $4.8 million, or 87.8%, for fiscal year 2020 compared to
fiscal year 2019,primarily driven by COVID-19 related decreases in food and beverage revenues and dues revenues, partially
offset by lower club operating costs and expenses and costs of food and beverage sales.
Corporate expenses and other operations
The following table presents financial information for corporate expenses and other operations, which is comprised
primarily of activities not related to our two business segments, for fiscal years 2020 and 2019.
(dollars in thousands)
Corporate expenses and other operations
Fiscal Year Ended
December 31, December 31,
2020 2019
(42,740) $ (55,701) $
Change Change
12,961 23.3 %
Corporate expenses and other operations decreased $13.0 million, or 23.3%, for fiscal year 2020 compared to fiscal
year 2019 primarily due to a decrease of $13.7 million in payroll and payroll -related expenses largely due to COVID-19 related
furloughs, temporary pay cuts and reduced headcount in our corporate office. The remaining change of $0.7 million is comprised
of a net increase in various other corporate expenses.
66
Comparison of the Fiscal Years Ended December 31, 2019 and December 25, 2018
The following table presents key financial information derived from our consolidated statements of operations for fiscal
years 2019 and 2018.
(dollars in thousands)
Total revenues
Club operating costs and expenses exclusive of depreciation
Depreciation and amortization
Provision for doubtful accounts
(Gain) loss on disposals of assets, net
Impairment of assets
Selling, general and administrative
Operating loss
Interest and investment income
Interest expense
Other income
Loss before income taxes
Income tax benefit
Net (loss) income
Fiscal Year Ended
December 31, December 25,
2019 2018 Change % Change
$ 1,165,396
$ 1,111,040
$ 54,356
4.9 %
894,823
830,642
64,181
7.7 %
198,353
202,074
(3,721)
(1.8)%
7,098
9,463
(2,365)
(25.0)%
(3,888)
13,854
(17,742)
(128.1)%
15,235
8,954
6,281
70.1 %
114,181
107,736
6,445
6.0 %
(60,406)
(61,683)
1,277
2.1 %
775
1,014
(239)
(23.6)%
(136,730)
(127,496)
(9,234)
(7.2)%
2,006
2,569
(563)
100.0 %
(194,355)
(185,596)
(8,759)
(4.7)%
46,375
41,926
4,449
10.6 %
$ (147,980)
$ (143,670)
$ (4,310)
(3.0)%
(1) Comprised of club operating costs and cost of food and beverage sales.
Total revenues of $1,165.4 million for fiscal year 2019 increased $54.4 million, or 4.9%, over fiscal year 2018, largely
due to (i) a $29.4 million increase in same store Golf and Country Clubs segment revenues driven primarily by increases in same
store dues revenues and food and beverage revenues, (ii) $22.1 million of revenues attributable to club properties added in 2018
and 2019 and (iii) an $8.5 million increase in revenues from other operations, including $1.9 million in reimbursements for certain
operating costs at same store managed clubs. Additionally, revenues increased $3.3 million resulting from timing of recognition
of revenues related to the deferred revenue balances which were written off in conjunction with purchase accounting associated
with the Merger. Same store Golf and Country Clubs, City Clubs and Stadium Clubs segment revenues are discussed below under
"Segment Operations".
Club operating costs and expenses totaling $894.8 million for fiscal year 2019 increased $64.2 million, or 7.7%,
compared to fiscal year 2018. The overall increase in club operating costs and expenses is largely due to a $37.0 million increase
in variable labor costs, primarily related to our business improvement initiatives and wage pressures caused by low
unemployment and minimum wage increase, a $6.2 million increase in food and beverage cost of goods sold, a $5.0 million
increase in services and fees, largely contract service fees, a $3.5 million increase in insurance expenses including uninsured
losses, a $2.9 million increase related to costs to improve the overall member experience, a $2.4 million increase related to golf
course maintenance, primarily related to chemicals, a $1.8 million increase in retail cost of goods sold, a $1.7 million increase in
fixed utilities expenses and $1.3 million increase in food and beverage supplies. The remaining change of $2.4 million is
primarily comprised of increases in numerous other expenses.
Depreciation and amortization expense decreased $3.7 million, or 1.8%, during fiscal year 2019 compared to fiscal year
2018. Depreciation expense decreased $6.8 million primarily due to assets with higher depreciation expense which became fully
depreciated during fiscal year 2018, partially offset by depreciation expense on new assets. Amortization expense increased $3.1
million largely due to an increase in internal use software intangible assets. During fiscal year 2019, depreciation and amortization
for Golf and Country Clubs and City Clubs was $155.9 million and $15.7 million, respectively. During fiscal year 2018,
depreciation and amortization for Golf and Country Clubs and City Clubs was $164.8 million and $14.1 million, respectively.
67
These club expenses were primarily comprised of depreciation on our property and equipment and amortization of intangibles
related to member relationships.
Provision for doubtful accounts decreased $2.4 million, or 25.0%, during fiscal year 2019 compared to fiscal year 2018,
largely due to a reduction in bad debt expense due to the an initiative implemented in the first quarter which standardized the
collection process.
(Gain) loss on disposals of assets, net totaled a $3.9 million gain and a $13.9 million loss for fiscal years 2019 and 2018,
respectively, which included gains of $15.3 million and $16.7 million, respectively, for insurance proceeds received and insurance
proceeds receivables related primarily to hurricane, rain and flooding events that occurred during fiscal years 2018, 2017 and
2016. We recorded losses, related to these events, of $1.5 million and $14.2 million during the fiscal years 2019 and 2018,
respectively. During fiscal year 2019, we received $8.2 million more proceeds from the sale of assets than fiscal year 2018 due
primarily to the sale of four owned clubs during fiscal year 2019. During fiscal year 2019, the gains were partially offset by losses
on asset retirements related to the four owned clubs sold during the year and asset retirements during the normal course of
business. During fiscal year 2018, the gains were more than offset by losses on asset retirements during the normal course of
business, including property and equipment disposed of in connection with our capital spend on reinventions and renovations.
Impairment of assets was $15.2 million and $9.0 million for fiscal years 2019 and 2018, respectively. During both years,
impairment of assets was largely comprised of impairment losses to property and equipment at certain of our clubs to adjust the
carrying amount of certain property and equipment to its fair value, impairment losses to management contract intangible assets
and internal use software intangible assets. During fiscal year 2019, impairment of assets for Golf and Country Clubs and City
Clubs was $14.8 million and $0.4 million, respectively. During fiscal year 2018, impairment of assets for Golf and Country Clubs
and City Clubs was $7.4 million and $1.3 million, respectively.
Selling, general and administrative expenses of $114.2 million for fiscal year 2019 increased $6.4 million, or 6.0%,
compared to fiscal year 2018. The major components of selling, general and administrative expenses are shown in the table
below.
Fiscal Year Ended
December 31, December 25,
Components of selling, general and administrative expense 2019 2018 Change % Change
(dollars in thousands)
Selling, general and administrative expense, excluding equity -
based compensation and capital structure costs $ 112,548 $ 104,539 $ 8,009 7.7 %
Capital structure costs
169
1,363
(1,194)
(87.6)%
Equity -based compensation
1,464
1,834
(370)
(20.2)%
Selling, general and administrative
$ 114,181 $
107,736 $
6,445
6.0 %
Selling, general and administrative expenses, excluding equity -based compensation and capital structure costs, were
$112.5 million for fiscal year 2019, an increase of $8.0 million, or 7.7%, compared to fiscal year 2018. This included increases of
$4.5 million in costs related to new strategic growth initiatives, $4.0 million in ongoing software agreement costs related to our
infrastructure upgrade, $2.8 million for the implementation phase of our infrastructure upgrade and $2.5 million in incentive
compensation. These increases were partially offset by decreases of $3.0 million in professional fees primarily associated with
finance transformation, $1.4 million in legal settlements, $0.7 million in severance expense and $0.6 million in ongoing
professional fees.
Capital structure costs included within selling, general and administrative expenses decreased $1.2 million from $1.4
million in fiscal year 2018 to $0.2 million in fiscal year 2019. Capital structure costs in both years were primarily comprised of
costs related to a repricing amendment to the credit agreement governing the Senior Facilities entered into during fiscal year 2018.
Equity -based compensation expense included within selling, general and administrative expense decreased $0.4 million
from $1.8 million in fiscal year 2018 to $1.5 million in fiscal year 2019.
Interest expense totaled $136.7 million and $127.5 million for fiscal years 2019 and 2018, respectively, an increase of
$9.2 million due primarily to (i) a $2.9 million increase in interest on the term loan due to higher LIBOR resulting in higher
interest rates for the first three quarters of 2019, (ii) a $2.6 million increase in interest due to increased borrowings under the
revolving credit facility, (iii) a $0.9 million increase in capital lease interest due to increased capital lease debt, (iv) a $0.7 million
increase in interest due to the increase of our mortgage loan with Wells Fargo (the "Wells Fargo Mortgage Loan") used for the
acquisition of seven golf and country clubs from Toll Brothers Golf in the fourth quarter, (v) an increase of $0.7 million in
68
amortization of the net present value of initiation deposits, (vi) an increase of $0.6 million due to an additional week of calculated
interest for the 2025 Senior Notes and (vii) a $0.6 million increase due to a reduction of interest capitalized.
We recognize business interruption insurance proceeds when received, within other income, when we experience a
period of interruption and lost revenues, profit or margin related to property losses. In fiscal years 2019 and 2018, we recognized
$2.0 million and $2.6 million, respectively, in business interruption proceeds related to a portion of the losses due to hurricane,
rain and flooding events that occurred during fiscal years 2018, 2017 and 2016.
Income tax benefit for fiscal year 2019 was $46.4 million, with an effective tax rate of 23.8%, while income tax benefit
for fiscal year 2018 was $41.9 million, with an effective tax rate of 22.6%. For fiscal year 2019, the effective tax rate differed
from the statutory federal rate of 21 % primarily due to state taxes and net increases to unrecognized tax benefits.
Segment Operations
The following table presents key financial information for our segments and Adjusted EBITDA for fiscal years 2019 and
2018:
Fiscal Year Ended
December 31, December 25, %
Consolidated Summary 2019 2018 Change Change
(dollars in thousands)
Total Revenues
Golf and Country Clubs Adjusted EBITDA (1)
City Clubs Adjusted EBITDA (1)
Stadium Clubs Adjusted EBITDA�I�
Corporate expenses and other operations
Adjusted EBITDA
1,165,396 1,111,040 $ 54,356 4.9 %
248,194 248,544 $ (350) (0.1)%
25,276 29,551 (4,275) (14.5)%
5,484
5,804
(320)
(5.5)%
(55,701)
(52,248)
(3,453)
(6.6)%
$ 223,253 $
231,651
$ (8,398)
(3.6)%
(1) See "Basis of Presentation—EBITDA and Adjusted EBITDA" for the definition of Adjusted EBITDA and a
reconciliation of net income (loss) to Adjusted EBITDA.
69
Golf and Country Clubs
The following table presents key financial information for our Golf and Country Clubs for fiscal years 2019 and 2018.
Divested clubs are excluded from segment reporting for all years presented. References to percentage changes that are not
meaningful, as new or acquired clubs include different clubs for each year, are denoted by "NM".
Fiscal Year Ended
December 31, December 25, %
Golf and Country Clubs Segment 2019 2018 Change Change
(dollars in thousands)
Same Store Clubs
Revenues
Dues
Food and Beverage
Golf Operations
Other
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Adjusted EBITDA Margin
New or Acquired Clubs
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Total Golf and Country Clubs
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Adjusted EBITDA Margin
Total memberships, excluding managed club memberships
$
489,113
$ 464,954
$ 24,159
5.2 %
215,726
206,015
9,711
4.7 %
119,873
114,021
5,852
5.1 %
112,700
100,164
12,536
12.5 %
$
937,412
$ 885,154
$ 52,258
5.9 %
$
691,539
$ 636,610
$ 54,929
8.6 %
$
245,873
$ 248,544
$ (2,671)
(1.1)%
26.2 %
28.1 %
(190) bps
$
6,904
$
$ 6,904
NM
$
4,584
$ -
$ 4,584
NM
$
2,320
$ 2,320
NM
$
944,316
$ 885,154
$ 59,162
6.7 %
$
696,122
$ 636,610
$ 59,512
9.3 %
$
248,194
$ 248,544
$ (350)
(0.1)%
26.3 %
28.1 %
(180) bps
128,035
118,337
9,698
8.2 %
Total revenues for same store Golf and Country Clubs increased $52.3 million, or 5.9%, for fiscal year 2019 compared to
fiscal year 2018 due primarily to increases in same store dues revenues, other revenues, food and beverage revenues and golf
operations revenues. Dues revenues increased $24.2 million, or 5.2%, due primarily to a rate increase in dues per same store
average membership and greater participation in the O.N.E. program, partially offset by a decrease in same store memberships.
Other revenues increased $12.5 million, or 12.5%, due primarily to higher revenue recognized for membership initiation
payments which are recognized over the expected lives of active memberships. Food and beverage revenues increased
$9.7 million, or 4.7%, due primarily to higher a la carte and private party revenues. The increase in golf operations revenues of
$5.9 million, or 5.1%, was largely attributable to higher cart fee revenues and greens fee revenues.
Club operating costs and expenses include costs such as payroll and payroll -related expenses, costs of food and beverage
sales, costs of retail sales, golf operations and golf course maintenance expenses, utilities expense and property taxes. Club
operating costs and expenses, excluding costs of food and beverage sales, for same store Golf and Country Clubs increased
$49.0 million, or 8.7%, for fiscal year 2019 compared to fiscal year 2018. The increase is primarily related to an increase in
payroll expense, partially related to our business improvement initiatives and wage pressures caused by low unemployment and
minimum wage increases, an increase in services and fees, largely contract service fees, an increase in operating supplies,
primarily related to chemicals, an increase in costs to improve the overall member experience, an increase in utilities, primarily
electric and water, due to timing, increases in insurance expense, due primarily to higher property premiums driven by an increase
in hurricane, rain and flooding claims during fiscal years 2018, 2017 and 2016, an increase in marketing and advertising and an
increase in golf course maintenance. These increases were partially offset by a decrease in credit and collections, primarily related
to reduced billing settlement related expenses, and a decrease in incentive compensation. These operating costs as a percentage of
total same store club revenues were 65.2% and 63.5% for the same years, respectively.
Costs of food and beverage sales for same store Golf and Country Clubs increased $5.9 million, or 8.0%, for fiscal
year 2019 compared to fiscal year 2018, primarily attributable to an increase in food and beverage revenues and our business
improvement initiatives. These costs, as a percentage of food and beverage revenues, were 37.2% and 36.0% for the same years,
respectively.
Adjusted EBITDA for same store Golf and Country Clubs decreased $2.7 million, or 1.1%, for fiscal year 2019
compared fiscal year 2018, largely due to an increase in club operating costs which more than offset the increase in revenues. The
increase in club operating costs was primarily driven by an increase in payroll expense, partially related to our business
improvement initiatives put in place to improve the overall member experience. Same store Adjusted EBITDA margin for fiscal
year 2019 decreased 190 basis points over fiscal year 2018 due to our business improvement initiatives and the negative impact of
weather.
City Clubs
The following table presents key financial information for our City Clubs for fiscal years 2019 and 2018. Divested clubs
are excluded from segment reporting for all years presented. References to percentage changes that are not meaningful, as new or
acquired clubs include different clubs for each year, are denoted by "NM".
Fiscal Year Ended
December 31, December 25, %
City Clubs Segment 2019 2018 Change Change
(dollars in thousands)
Same Store Clubs
Revenues
Dues
Food and Beverage
Other
Revenues
Club operating costs and expenses exclusive of depreciation
Adjusted EBITDA
Adjusted EBITDA Margin
$
68,210
$ 67,991
$ 219
0.3 %
75,986
76,534
(548)
(0.7)%
20,976
21,956
(980)
(4.5)%
$
165,172
$ 166,481
$ (1,309)
(0.8)%
$
139,896
$ 136,930
$ 2,966
2.2 %
$
25,276
$ 29,551
$ (4,275)
(14.5)%
15.3 %
17.8 %
(250) bps
New or Acquired Clubs
Revenues
$
—
$ —
$ —
NM
Club operating costs and expenses exclusive of depreciation
$
—
$ —
$ —
NM
Adjusted EBITDA
$
—
$ —
$ —
NM
Total City Clubs
Revenues
$
165,172
$ 166,481
$ (1,309)
(0.8)%
Club operating costs and expenses exclusive of depreciation
$
139,896
$ 136,930
$ 2,966
2.2 %
Adjusted EBITDA
$
25,276
$ 29,551
$ (4,275) (14.5)%
Adjusted EBITDA Margin
15.3 %
17.8 %
(250) bps
Total memberships, excluding managed club memberships
37,055
39,025
(1,970)
(5.0)%
Total revenues for same store City Clubs decreased $1.3
million,
or 0.8%,
for fiscal year 2019
compared to fiscal
year 2018 primarily due to lower other revenues and food and beverage revenues, partially offset by an increase in same store
dues. Other revenues decreased $1.0 million, or 4.5%, due largely to a reduction in management fee revenues and lower late
charge revenues. Food and beverage revenues decreased $0.5 million, or 0.7%, due primarily to decreases in private party
revenues and a la carte revenues. Dues revenues increased $0.2 million, or 0.3%, due primarily to a rate increase in dues per same
store average membership, partially offset by a decrease in same store memberships which impacted base dues and upgrade dues
related to the O.N.E. program.
71
Club operating costs and expenses include costs such as payroll and payroll -related expenses, costs of food and beverage
sales and rent. Club operating costs and expenses, excluding costs of food and beverage sales, for same store City Clubs increased
$3.5 million, or 3.0%, for fiscal year 2019 compared to fiscal year 2018, largely due to an increase in payroll expense, partially
related to our business improvement initiatives and wage pressures caused by low unemployment and minimum wage increases,
an increase in rent expense, an increase in credit and collections, driven by increases in bad debt expense, partially offset by
savings related to reduced billing settlement related expenses, and an increase in costs to improve the overall member experience.
These operating costs as a percentage of total same store club revenues were 72.2% and 69.6% for the same years, respectively.
Costs of food and beverage sales for same store City Clubs decreased $0.5 million, or 2.6%, for fiscal year 2019
compared to fiscal year 2018, due primarily to a decrease in food and beverage revenues. Due to our business improvement
initiatives, these costs as a percentage of food and beverage revenues were 27.1% and 27.6% for the same years, respectively.
Adjusted EBITDA for same store City Clubs decreased $4.3 million, or 14.5%, for fiscal year 2019 compared to fiscal
year 2018, primarily driven by a combination of higher club operating costs and lower food and beverage revenues and other
revenues. As a result of these factors, combined with our business improvement initiatives, same store Adjusted EBITDA margin
for fiscal year 2019 decreased 250 basis points compared to fiscal year 2018.
Stadium Clubs
The following table presents key financial information for our Stadium Clubs for fiscal years 2019 and 2018. Divested
clubs are excluded from segment reporting for all years presented. References to percentage changes that are not meaningful, as
new or acquired clubs include different clubs for each year, are denoted by "NM".
Fiscal Year Ended
December 31, December 25, %
Stadium Clubs Segment 2019 2018 Change Change
(dollars in thousands)
Same Store Clubs
Revenues
Dues
$
7,577
$ 7,288
$ 289
4.0 %
Food and Beverage
13,644
13,432
212
1.6 %
Other
1,060
985
75
7.6 %
Revenues
$
22,281
$ 21,705
$ 576
2.7 %
Club operating costs and expenses exclusive of depreciation
$
16,797
$ 15,901
$ 896
5.6 %
Adjusted EBITDA
$
5,484
$ 5,804
$ (320)
(5.5)%
Adjusted EBITDA Margin
24.6 %
26.7 %
(210) bps
New or Acquired Clubs
Revenues
$
—
$ —
$ —
NM
Club operating costs and expenses exclusive of depreciation
$
—
$ —
$ —
NM
Adjusted EBITDA
$
—
$ —
$ —
NM
Total Stadium Clubs
Revenues
$
22,281
$ 21,705
$ 576
2.7 %
Club operating costs and expenses exclusive of depreciation
$
16,797
$ 15,901
$ 896
5.6 %
Adjusted EBITDA
$
5,484
$ 5,804
$ (320)
(5.5)%
Adjusted EBITDA Margin
24.6 %
26.7 %
(210) bps
Total memberships, excluding managed club memberships
7,562
7,718
(156)
(2.0)%
Total revenues for same store Stadium Clubs increased $0.6 million, or 2.7%, for fiscal year 2019 compared to fiscal
year 2018, primarily due to higher dues revenues and food and beverage revenues. Dues revenues increased $0.3 million, or 4.0%,
due primarily to a rate increase in dues per same store average membership, partially offset by a decrease in same store
memberships which impacted base dues and upgrade dues related to the O.N.E. program. Food and beverage revenues increased
$0.2 million, or 1.6%, due primarily to increases in private party revenues and a la carte revenues.
72
Club operating costs and expenses include costs such as payroll and payroll -related expenses, costs of food and beverage
sales and rent. Club operating costs and expenses, excluding costs of food and beverage sales, for same store Stadium Clubs
increased $0.7 million, or 5.8%, for fiscal year 2019 compared to fiscal year 2018, largely due to an increase in payroll expense,
partially related to our business improvement initiatives and wage pressures caused by low unemployment and minimum wage
increases, an increase in rent expense, an increase in credit and collections, driven by increases in bad debt expense, partially
offset by savings related to reduced billing settlement related expenses, and an increase in costs to improve the overall member
experience. These operating costs as a percentage of total same store club revenues were 58.1% and 56.4% for the same years,
respectively.
Costs of food and beverage sales for same store Stadium Clubs increased $0.2 million, or 5.0%, for fiscal year 2019
compared to fiscal year 2018, due primarily to an increase in food and beverage revenues. These costs as a percentage of food and
beverage revenues were 28.2% and 27.3% for the same years, respectively.
Adjusted EBITDA for same store Stadium Clubs decreased $0.3 million, or 5.5%, for fiscal year 2019 compared to fiscal
year 2018, primarily driven by higher club operating costs, partially offset by higher dues revenues and food and beverage
revenues. As a result of these factors, combined with our business improvement initiatives, same store Adjusted EBITDA margin
for fiscal year 2019 decreased 210 basis points compared to fiscal year 2018.
Corporate expenses and other operations
The following table presents financial information for corporate expenses and other operations, which is comprised
primarily of activities not related to our two business segments, for fiscal years 2019 and 2018.
(dollars in thousands)
Corporate expenses and other operations
Fiscal Year Ended
December 31, December 25, %
2019 2018 Change Change
$ (55,701) $ (52,248) $ (3,453) (6.6)%
Corporate expenses and other operations increased $3.5 million, or 6.6%, for fiscal year 2019 compared to fiscal
year 2018 primarily due to increases of $2.3 million in insurance -related expense, primarily due to higher premiums and
$2.2 million in payroll, payroll -related and vacation expenses, largely due to increased headcount related to strategic initiatives.
These increases were partially offset by $1.0 million in decreases in various corporate overhead expenses, primarily related to
marketing and advertising.
Liquidity and Capital Resources
Our primary goal as it relates to liquidity and capital resources is to attain and retain the right level of debt and cash to
execute strategic objectives, maintain and fund expansions, replacement projects and other capital investments at our clubs, be
poised for external growth and pay dividends. Historically, we have financed our business through cash flows from operations and
debt.
The recent COVID-19 pandemic has caused disruption in the capital markets. It could make financing more difficult and/
or expensive and we may not be able to obtain such financing on terms acceptable to us or at all. In March of 2020, as a
precautionary measure to maximize our liquidity and to increase our available cash on hand, we drew down $58.0 million on our
revolving credit facility. In August of 2020, we repaid $79.0 million on our revolving credit facility from cash on hand. We also
took preemptive action to preserve our liquidity and manage our cash flow, such as reducing our discretionary spending, revisiting
our investment strategies, and reducing payroll costs, including through employee furloughs and terminations, and temporary pay
cuts. During this period of uncertainty related to COVID-19, we will continue to monitor our liquidity.
While the effects of COVID-19 have negatively impacted the Company's results of operations, cash flows and financial
position, we believe the impact is expected to be temporary. We anticipate that cash flows from operations will be our primary
source of cash over the next twelve months. We believe current assets and cash generated from operations will be sufficient to
meet anticipated working capital needs, capital expenditures and debt service obligations. We may dispose of clubs when we
determine they will be unable to provide a positive contribution to cash flows from operations in future years and/or when they
are determined to be non -strategic holdings. We plan to use excess cash reserves, our revolving credit facility, proceeds from the
issuance of debt, proceeds from the disposition of clubs, or a combination thereof to expand the business through strategic
initiatives, capital improvement and expansion projects and strategically selected club acquisitions. From time to time, the
Company, its subsidiaries or any parent entity of the Company and their respective affiliates may purchase, repurchase, acquire or
retire portions of the Company's outstanding debt, including loans and debt securities, in open market purchases, privately
73
negotiated transactions, tender offer transactions or otherwise. Any repurchase, acquisition or retirement by the Company or its
subsidiaries is dependent on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and
other factors.
We are subject to various covenants under the credit agreements governing our Senior Facilities, 2025 Senior Notes and
the Wells Fargo Mortgage Loan. Based on our most current information, we do not anticipate a violation of any of our existing
loan covenants. However, if the impact of COVID-19 is meaningfully more than our current expectation, a financial covenant
violation may be possible. Such a circumstance could, among other things, exhaust our available liquidity (and ability to access
liquidity sources) and/or trigger an acceleration to pay a significant portion or all of our then -outstanding debt obligations, which
we may be unable to do. Recent developments with respect to COVID-19 vaccines have the potential to affect the scope and
duration of the pandemic. While a number of COVID-19 vaccines have received regulatory approval and are available in limited
quantities in the United States and other parts of the world, a degree of uncertainty exists with respect to the distribution,
utilization, and long-term efficacy of vaccinations among the general population. The impact of COVID-19 vaccines on the
pandemic and the Company's business remains unknown. Events and changes in circumstances arising after December 31, 2020,
including those resulting from the impacts of COVID-19, will be reflected in management's estimates for future periods.
On July 17, 2020, certain subsidiaries of the Company entered into a purchase and sale agreement with certain
subsidiaries of Sculptor Real Estate ("Sculptor"), a non -related party, to sell the underlying real estate at 20 of our golf and
country clubs (the "Properties") for a purchase price of $190.0 million, to be received in two tranches. The first tranche of
$126.0 million, or $118.0 million of net proceeds, was received on July 17, 2020. We paid $1.0 million of additional debt
issuance costs subsequent to the closing. Pursuant to the purchase and sale agreement, the second tranche of $64.0 million will be
received through a loan agreement by and between Sculptor, as the borrower, and certain subsidiaries of the Company, as the
lender (the "Loan Agreement"). The maturity date on the Loan Agreement is January 17, 2023. The interest rate is 6.0% for the
first 24 months and 8.0% for the last six months of the Loan Agreement, and principal is due at maturity. Concurrent with the
sale of the Properties, certain subsidiaries of the Company and Sculptor entered into a 20-year triple net lease agreement, whereby
the Company leased back the Properties (together with the purchase and sale agreement, the "Sculptor Transaction"). The
Company will use the proceeds of the Sculptor Transaction in compliance with the requirements under its term loan facility and
2025 Senior Notes. See Note 11.
As of December 31, 2020, cash and cash equivalents totaled $101.7 million and we had $79.1 million available for
borrowing under the revolving credit facility of the Senior Facilities for total liquidity of $180.7 million. As of March 2, 2021, we
had $79.1 million available for borrowing under the revolving credit facility, after deducting $48.9 million of standby letters of
credit and $47.0 million of borrowings outstanding.
Cash Flows provided by Operating Activities
Cash flows provided by operating activities totaled $35.9 million and $55.2 million during fiscal years 2020 and 2019,
respectively. The $19.3 million decrease in operating cash flows was driven primarily by a decrease in earnings of approximately
$73.2 million, after excluding impairment of assets, the change in deferred tax assets and liabilities, loss (gain) on disposals of
assets, net, non -cash operating lease expense, depreciation expense, the change in long-term operating lease liabilities, the change
in other long-term liabilities and amortization of debt issuance costs and term loan discount. The decrease was offset by an
increase of $53.0 million due to changes in working capital largely driven by timing of member billing cycles and cash collections
which were impacted by COVID-19.
Cash flows provided by operating activities totaled $55.2 million and $73.2 million during fiscal years 2019 and 2018,
respectively. The $18.0 million decrease in operating cash flows was driven primarily by a decrease in earnings of approximately
$24.6 million, after excluding loss (gain) on disposals of assets, net, depreciation expense, impairment of assets, amortization
expense and the change in deferred tax assets and liabilities, each of which do not impact operating cash flows. The decrease was
partially offset by an increase of $6.5 million due to changes in working capital largely driven by timing of certain prepaid
expenses and member billing cycles.
Cash Flows used in Investing Activities
Cash flows used in investing activities totaled $50.9 million and $153.6 million for fiscal years 2020 and 2019,
respectively. The decrease of $102.7 million is primarily driven by (i) a $62.7 million decrease in cash used for the acquisition of
clubs, we did not acquire any clubs during the fiscal year 2020 compared to eight clubs acquired during fiscal year 2019, (ii) a
$40.3 million decrease in net cash used for the purchase of property and equipment and capitalization of internal use software,
(iii) a $4.8 million decrease in insurance proceeds, primarily related to hurricane, rain and flooding events that occurred during the
fiscal years 2018 and 2017 and (iv) a $2.4 million decrease in net change in capital reserve funds. Additionally, during the fiscal
year 2020, we received $2.1 million higher proceeds from the dispositions of assets due to the sale of seven clubs compared to
four clubs during the fiscal year 2019.
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Cash flows used in investing activities totaled $153.6 million and $112.6 million for fiscal years 2019 and 2018,
respectively, leading to a $41.0 million increase between the years. The increase was driven primarily by an increase in the
number of clubs acquired, with eight owned clubs during fiscal year 2019 compared to two owned clubs and a business under
which we assumed two management agreements during fiscal year 2018, which resulted in higher acquisition spend of $55.5
million, partially offset by higher proceeds received from the dispositions of assets of $8.6 million due primarily to the sale of
four owned golf and country clubs in fiscal year 2019 compared to the sale of three leased golf and country clubs during fiscal
year 2018 and an $8.1 million decrease in net cash used for the capitalization of internal use software.
Cash Flows provided by (used) in Financing Activities
Cash flows provided by financing activities totaled $58.3 million for fiscal year 2020 and $98.0 million for fiscal
year 2019. In fiscal year 2019, we increased the Wells Fargo Mortgage Loan by $61.5 million which was used for the acquisition
of seven golf and country clubs from Toll Brothers Golf. During the fiscal years 2020 and 2019, we repaid $21.0 million, net of
borrowings and borrowed $68.0 million, net of repayments, respectively, under our revolving credit facility. During the fiscal
year 2020, we made scheduled debt repayments of $34.3 million, which was a $8.5 million increase from the $25.8 million of
scheduled debt repayments made during the fiscal year 2019. During the fiscal year 2020, we paid $6.7 million in debt issuance
costs related to the Sculptor Transaction, which was a $4.6 million increase from the $2.1 million paid during the fiscal year 2019.
During the fiscal year 2020, we received $123.7 million in proceeds from the Sculptor Transaction.
Cash flows provided by financing activities totaled $98.0 million for fiscal year 2019 and cash flows used in financing
activities totaled $69.7 million for fiscal year 2018. During fiscal year 2019, we increased the Wells Fargo Mortgage Loan by
$61.5 million which was used for the acquisition of seven golf and country clubs from Toll Brothers Golf. During fiscal year
2019, we borrowed $98.0 million and repaid $30.0 million, under our revolving credit facility and during fiscal year 2018, we
borrowed and repaid $10.0 million. In fiscal year 2018, we voluntarily prepaid $24.4 million towards the term loan under the
Senior Facilities. In fiscal year 2019, we made scheduled debt repayments of $25.8 million, which was a 4.0 million increase from
the $21.7 million of scheduled debt repayments made during fiscal year 2018. We paid an $18.0 million dividend to our Parent
during fiscal year 2018. Debt issuance costs increased by $0.8 million due primarily to the Wells Fargo Mortgage Loan
amendment in fiscal year 2019 compared to the amendment to the credit agreement governing the Senior Facilities in fiscal year
2018.
Capital Spending
For fiscal year 2020, we spent approximately $39.5 million (net of insurance proceeds of $10.5 million) in capitalized
costs to maintain our existing properties and invest in our information technology systems, including internal use software. This
spending included $29.8 million, net of insurance proceeds, to maintain our existing properties, $9.7 million to invest in our
information technology systems. For fiscal years 2019 and 2018, we spent approximately $74.9 million (net of insurance proceeds
of $15.3 million) and $68.6 million (net of insurance proceeds of $16.7 million), respectively, in capitalized costs to maintain our
existing properties and invest in our information technology systems, including internal use software.
In addition to maintaining our properties, we also spend discretionary capital to expand and improve existing properties,
including major reinventions, and expand our business through acquisitions. Capital expansion funding totaled approximately
$25.4 million, $88.1 million and $46.2 million for fiscal years 2020, 2019 and 2018, respectively, including acquisitions of $62.7
million and $7.3 million, during fiscal years 2019 and 2018, respectively. During fiscal year 2020, we did not spend capital
expansion funding on acquisitions.
Although we have reduced our discretionary spending in response to the uncertainty over the economic and operational
impacts of COVID-19, future discretionary capital spending amounts may increase or decrease as a result of a variety of factors,
including but not limited to those described in Item IA. Risk Factors, such as the identification of additional acquisitions or
expansion opportunities that fit our strategy to expand the business.
Debt
Senior Facilities -On September 18, 2017, and in connection with the Merger, C1ubCorp Holdings, by virtue of the
Merger, assumed Merger Sub's obligations under a first lien credit agreement, dated September 18, 2017, by and among Parent,
Merger Sub, the lenders party thereto and Citibank, N.A., as administrative agent, which provides for first lien senior secured
financing of up to $1,350.0 million, consisting of. a first lien term loan facility in an aggregate principal amount of $1,175.0
million and a revolving credit facility in an aggregate principal amount of $175.0 million, including both a letter of credit sub -
facility and a swingline loan sub -facility. On April 20, 2018, ClubCorp Holdings entered into an amendment to the credit
agreement governing the Senior Facilities which decreased the interest rate on the first lien term loan facility to a variable rate
calculated as an elected LIBOR (with a LIBOR floor of 0.0%) plus a margin of 2.75% per annum or a margin of 1.75% per
annum in the case of an alternate base rate ("ABR") loan and eliminated the single leverage -based reduction of the applicable
75
margin for the term loan facility. As of March 2, 2021, the Senior Facilities are comprised of (i) a $1,136.8 million term loan
facility and (ii) $79.1 million available for borrowing under a revolving credit facility, after deducting $48.9 million of standby
letters of credit and $47.0 million of borrowings outstanding.
In addition, the credit agreement governing the Senior Facilities allows C1ubCorp Holdings to request one or more
incremental term loan facilities, one or more incremental revolving credit facilities and/or an increase in commitments under the
revolving credit facility (collectively, "Incremental Facilities") in an aggregate amount of up to the sum of (x) the greater of (i)
$270.0 million and (ii) 1.00 times the Pro Forma Adjusted EBITDA for the applicable test period, plus (y) an additional amount
so long as, (i) in the case of loans under Incremental Facilities secured by liens on the collateral that rank pari passu with the liens
on collateral securing the Senior Facilities, the Net First Lien Leverage Ratio, as defined below, on a pro forma basis is not greater
than 4.00 to 1.00, (ii) in the case of loans under Incremental Facilities secured by liens on collateral that rank junior to the liens on
the collateral securing the Senior Facilities, the net secured leverage ratio, set forth in the credit agreement governing the Senior
Facilities, on a pro forma basis is not greater than 5.00 to 1.00 and (iii) in the case of loans under such Incremental Facilities that
are not secured by liens on the collateral, the ratio of Pro Forma Adjusted EBITDA to total cash interest expense on a pro forma
basis is not less than 2.00 to 1.00 plus (z) the aggregate amount of all voluntary prepayments on loans under the term loan facility
and the revolving credit facility, except to the extent funded with the proceeds of long-term indebtedness in each case, subject to
certain conditions and receipt of commitments by existing or additional lenders.
As of March 2, 2021, the maturity date of the term loan facility is September 18, 2024 and we are required to make
principal payments equal to 0.25% of the original principal amount of the term loan facility on the last business day of March,
June, September and December.
As of March 2, 2021, the revolving credit commitments mature on September 18, 2022, and borrowings thereunder bear
initial interest at an elected rate of LIBOR (with a LIBOR floor of 0.0%) plus a margin of 3.25% per annum. We are required to
pay commitment fees on all undrawn amounts under the revolving credit facility and fees on all outstanding letters of credit,
payable quarterly in arrears. The applicable margin for the revolving loans and revolving facility commitments and the
commitment fees are subject to reductions based upon the Net First Lien Leverage Ratio for each fiscal quarter. Our Net First
Lien Leverage Ratio for the four quarters ended December 31, 2020 did not trigger a reduction of the applicable margin for the
revolving loans and revolving facility commitments.
All obligations under the Senior Facilities are guaranteed by Parent and each existing and all subsequently acquired or
organized direct and indirect material wholly -owned domestic subsidiaries of C1ubCorp Holdings, other than certain excluded
subsidiaries (such subsidiaries, collectively, the "Senior Facilities Guarantors"). The Senior Facilities are secured, subject to
permitted liens and other exceptions, by a first -priority perfected security interest in (a) the equity interests of C1ubCorp Holdings
directly held by Parent and (b) substantially all the assets of C1ubCorp Holdings and the Senior Facilities Guarantors, subject to
certain exclusions.
With respect to the revolving credit facility only, as long as commitments are outstanding, we are subject to a financial
covenant if we exceed 35% drawn on the total revolving facility commitments, excluding up to $35.0 million of undrawn letters
of credit and cash collateralized letters of credit, at such time ("Testing Condition"). The Net First Lien Leverage Ratio is defined
as the ratio of C1ubCorp Holdings' consolidated debt, consisting of loan obligations and other obligations that are then secured by
first -priority liens on the collateral, less unrestricted cash and unrestricted investments, permitted by the credit agreement
governing the Senior Facilities, to Pro Forma Adjusted EBITDA (as defined in "Basis of Presentation—EBITDA, Adjusted
EBITDA and Pro Forma Adjusted EBITDA") and is calculated on a pro forma basis, giving effect to current period acquisitions
and other pro forma events as though they had been consummated on the first day of the period presented. If the testing condition
is met, the credit agreement governing the Senior Facilities requires us to maintain the Net First Lien Leverage Ratio of no greater
than 6.10:1.00 as of the end of each fiscal quarter, solely to the extent that on such date the Testing Condition is met. As of
December 31, 2020, the $47.0 million of borrowings outstanding under the revolving credit facility does meet the Testing
Condition.
We may be required to prepay the outstanding term loan facility by a percentage of excess cash flows exceeding certain
threshold amounts, as defined by the credit agreement governing the Senior Facilities, each fiscal year end after our annual
consolidated financial statements are delivered. The percentage may decrease or be eliminated depending on the results of the Net
First Lien Leverage Ratio test at the end of each fiscal year. No such prepayment was required with respect to fiscal year 2020.
We may voluntarily prepay outstanding loans under the Senior Facilities in whole or in part upon prior notice without premium or
penalty.
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As of December 31, 2020, the Testing Condition was not met and the Company was in compliance with all covenant
restrictions under the credit agreement governing the Senior Facilities. The following tables present the Net First Lien Leverage
Ratio on a rolling four quarter basis through December 31, 2020:
Pro Forma Adjusted EBITDA (1)
Net First Lien Debt (2)
Net First Lien Leverage Ratio
Four Quarters Ended
December 31, 2020
(dollars in thousands)
$ 181,891
1,082,161
5.95 x
(1) See "Basis of Presentation—EBITDA, Adjusted EBITDA and Pro Forma Adjusted EBITDA" for a definition of Pro
Forma Adjusted EBITDA and a reconciliation of net loss to Pro Forma Adjusted EBITDA.
(2) Net First Lien Debt is equal to funded loans under the Senior Facilities, net of unrestricted cash and cash equivalents.
The reconciliation of total debt to Net First Lien Debt is as follows:
Total debt (excluding loan discount and loan origination fees)
Less:
Cash and permitted investments (a)
2025 Senior Notes
2023 Senior Notes
Wells Fargo Mortgage Loan
Other indebtedness
Finance leases
Net First Lien Debt
As of December 31,
2020
(dollars in thousands)
1,778,685
(101,652)
(425,000)
(3,536)
(95,226)
(2,268)
(68,842)
$ 1,082,161
(a) We did not have any permitted investments as of December 31, 2020, other than those included within cash and cash
equivalents.
Based on our most current information, we do not anticipate a violation of any of our existing loan covenants. However, if the
impact of COVID-19 is meaningfully more than our current expectation, a financial covenant violation may be possible. Such
a circumstance could, among other things, exhaust our available liquidity (and ability to access liquidity sources) and/or
trigger an acceleration to pay a significant portion or all of our then -outstanding debt obligations, which we may be unable to
do.
2025 Senior Notes —On August 29, 2017, Merger Sub successfully completed the offering of $425.0 million aggregate
principal amount of 2025 Senior Notes, maturing on September 15, 2025. On September 18, 2017, the Company, by virtue of the
Merger, assumed the obligations under the 2025 Senior Notes. Interest on the 2025 Senior Notes accrues at a fixed rate of 8.50%
per annum and is payable semiannually in arrears on March 15 and September 15. The Company's obligations under the 2025
Senior Notes are fully and unconditionally guaranteed by each of the Company's material wholly -owned domestic restricted
subsidiaries that guarantees the Senior Facilities. As of December 31, 2020, our non -guarantor subsidiaries held $215.6 million of
our consolidated assets and $102.5 million of outstanding indebtedness, excluding intercompany obligations. For fiscal year 2020,
our non -guarantor subsidiaries generated $101.9 million of our total revenues and $29.0 million of our Adjusted EBITDA.
2023 Senior Notes —On December 15, 2015, the Company issued $350.0 million of 2023 Senior Notes, maturing on
December 15, 2023. Interest on the 2023 Senior Notes accrues at the rate of 8.25% per annum and is payable semiannually in
arrears on June 15 and December 15.
C1ubCorp Operations entered into a supplemental indenture, dated as of August 7, 2017, which eliminated substantially
all of the restrictive covenants and eliminated or modified certain reporting obligations, certain events of default and related
77
provisions contained in the indenture governing the 2023 Senior Notes. On September 18, 2017 and in conjunction with the
Merger, $346.5 million of the $350.0 million outstanding 2023 Senior Notes were repurchased at a tender offer price, plus
accrued and unpaid interest thereon.
Mortgage Loan —On August 9, 2016, we entered into the Wells Fargo Mortgage Loan, a secured mortgage loan which
was guaranteed by C1ubCorp USA, Inc., a wholly -owned subsidiary of C1ubCorp Operations, for $37.0 million with an original
maturity date of May 31, 2019 and two one-year extension options. The proceeds of the Wells Fargo Mortgage Loan were
primarily used to repay outstanding balances on the previously existing mortgage loan agreements. We exercised the first option
to extend the maturity through August 9, 2020. On October 31, 2019, in connection with the acquisition of seven golf and country
clubs from Toll Brothers Golf, we entered into an amendment to the Wells Fargo Mortgage Loan ("Amendment') to increase the
principal amount to $96.0 million and change the maturity date to October 31, 2022. We have the option to extend the maturity
through October 31, 2023 and a second option to extend the maturity through October 31, 2024 upon satisfaction of certain
conditions in the loan agreement. Additionally, the interest rate was amended to a variable rate calculated as 3.15% plus the
greater of (i) one month LIBOR or (ii) 2.00%. We are required to make principal payments on the first business day of January,
April, July and October starting in October, 2020.
We are subject to a debt service coverage ratio test on the last day of each of our fiscal quarters. In the event we do not
satisfy the coverage ratio hurdle ("DSCR Hurdle"), as defined by the Amendment, we are required to either deposit excess cash
flow, as defined by the Amendment, with the bank or prepay an additional principal amount which would cause us to meet the
DSCR Hurdle. As of December 31, 2020, we satisfied the DSCR Hurdle and were not required to make any additional payments.
Other Debt —As of December 31, 2020, other debt and finance leases totaled $71.1 million, including $68.8 million in
finance leases.
The following table summarizes the components of our interest expense for the fiscal year ended December 31, 2020:
Fiscal Year Ended
December 31, 2020
(in thousands)
Interest expense related to:
Interest related to debt(') 89,912
Financing obligation, capital leases and other indebtedness (2) 12,440
Amortization of debt issuance costs and term loan discount 8,257
Accretion of discount on member deposits 21,088
Total interest expense $ 131,697
(1) Interest expense related to debt includes interest on the facilities and borrowings under the Senior Facilities, the 2025
Senior Notes, the 2023 Senior Notes and the Wells Fargo Mortgage Loan.
(2) Includes interest expense on the financing obligation related to the Sculptor Transaction, finance leases and other
indebtedness, offset by capitalized interest.
Off -Balance Sheet Arrangements, Contractual Obligations and Commercial Commitments
In conjunction with the Sculptor Transaction, the Company recorded a financing obligation with future minimum lease
payments, including imputed interest, of $397.8 million. See Note 11 of our consolidated financial statements included elsewhere
herein. As of December 31, 2020, we did not have any relationships with unconsolidated entities, financial partnerships or special
purpose entities which were established for the purposes of facilitating off -balance sheet arrangements.
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The following tables summarize our total contractual obligations and other commercial commitments and their
respective payment or commitment expiration dates by year as of December 31, 2020:
Contractual Obligations
Long-term debt (1)
Interest on long-term debt (2)
Finance lease obligations, including imputed interest
Membership initiation deposits (3)
Other long-term obligations (4)
Operating leases
Financing obligation related to the Sculptor Transaction (5)
Total contractual cash obligations (6)
Payments due by Period
Less than More than
Total one year 1 - 3 years 3 - 5 years five years
(dollars in thousands)
$1,709,843 $ 15,101 $ 166,498 $1,527,267 $ 977
316,125
75,635
144,128
96,238
124
73,057
27,385
38,481
6,922
269
431,443
237,482
38,605
36,093
119,263
25,142
8,498
13,391
3,253
-
171,357
22,552
42,303
36,743
69,759
397,776 15,501 34,813 36,220 311,242
$3,124,743 $ 402,154 $ 478,219 $1,742,736 $ 501,634
(1) Long-term debt consisted of $1,136.8 million under the Senior Facilities, $425.0 million of outstanding 2025 Senior
Notes, $3.5 million of outstanding 2023 Senior Notes, $95.2 million under the Wells Fargo Mortgage Loan, $47.0
million under the revolving credit facility and $2.3 million of other debt.
(2) Interest on long-term debt includes interest of 8.50% on our $425.0 million outstanding 2025 Senior Notes, interest on
our $1,136.8 million term loan facility which bears interest at a rate equal to an elected LIBOR plus a margin of 2.75%
and interest on other long-term debt obligations. For purposes of this table, we have assumed an interest rate of 3.0% on
the term loan facility for all future years, which is based on the three month LIBOR rate as of December 31, 2020. See
Note 9 of our consolidated financial statements included elsewhere herein.
(3) Represents the net present value of initiation deposits based on the discounted value of future maturities using our
incremental borrowing rate adjusted to reflect a 30-year time frame. The initiation deposits are refundable on or after the
maturity date, subject to satisfaction of contractual conditions. As of December 31, 2020, we have redeemed
approximately 3.1 % of total initiation deposits received, including those due on demand. The present value of the
initiation deposits received is recorded as a liability on our consolidated balance sheets and accretes over the
nonrefundable term using the effective interest method. At December 31, 2020, the gross amount of the initiation
deposits recorded as a liability was $699.4 million.
(4) Consists of insurance reserves for general liability and workers' compensation of $25.1 million.
(5) Represents the financing obligation associated with the Sculptor Transaction consists of future minimum lease payments,
including imputed interest. See Note 11 of our consolidated financial statements included elsewhere herein.
(6) Table excludes obligations for uncertain income tax positions. As of December 31, 2020 and December 31, 2019, we had
$14.1 million and $12.9 million, respectively, of unrecognized tax benefits related to uncertain tax positions.
Unrecognized tax benefits are not expected to change significantly over the next twelve months; however, we are unable
to predict when, and if, cash payments related to uncertain tax positions will be required.
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Commercial Commitments
Less than More than
Total one year 1 - 3 years 3 - 5 years five years
(dollars in thousands)
Standby letters of credit (i) $ 48,910 $ 48,910 $ — $ — $ —
Capital commitments (2) 8,199 8,199
Total commercial commitments $ 57,109 $ 57,109 $ — $ — $ —
(1) Standby letters of credit are primarily related to security for future estimated claims for workers' compensation and
general liability insurance and collateral for our surety bond program. Our commitment amount for insurance -related
standby letters of credit is gradually reduced as obligations under the policies are paid. See "Contractual Obligations"
regarding reserves for workers' compensation and general liability insurance.
(2) Includes capital commitments at certain clubs to procure assets related to future construction for capital projects and to
invest in our information technology systems.
Inflation
To date, inflation has not had a significant impact on our operations. As operating costs and expenses increase, we
generally attempt to offset the adverse effect through price adjustments that we believe to be in line with industry standards.
However, we are subject to the risk operating costs will increase to a point in which we would be unable to offset such increases
with raised dues, fees and/or prices without negatively affecting demand. In addition to inflation, factors that could cause
operating costs to rise include, among other things, increased labor costs, lease payments at our leased facilities, energy costs and
property taxes.
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Critical Accounting Policies and Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United
States, or "GAAP", requires us to use estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes included elsewhere in this report. We base these estimates and assumptions upon the best
information available to us at the time the estimates or assumptions are made. Accordingly, our actual results could differ
materially from our estimates. The most significant estimates made by management include the expected life of an active
membership over which we amortize initiation fees and deposits, our incremental borrowing rate which is used to accrete
membership initiation deposit liabilities, assumptions and judgments used in estimating unrecognized tax benefits relating to
uncertain tax positions and inputs for impairment testing of goodwill, intangible assets and long-lived assets. The following is a
description of the most significant estimates made by management. A full description of all our significant accounting policies is
included in Note 2 of the audited consolidated financial statements included elsewhere herein.
Revenue Recognition
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 2014-09 was codified into ASC Topic 606, Revenue from
Contracts with Customers ("ASC Topic 606"). ASC Topic 606 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 certain costs to obtain or fulfill a contract with a
customer, as well as enhanced disclosure requirements. We adopted ASC Topic 606 under the modified retrospective method as
of December 26, 2018. The $3.4 million cumulative effect of our adoption of ASC Topic 606 is reflected as an adjustment to our
December 26, 2018 accumulated deficit.
Our adoption of ASC Topic 606 represented a change in accounting principle. The core principle of ASC Topic 606 is
that a reporting entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the reporting entity expects to be entitled in exchange for those goods or services. See
Note 3 of our consolidated financial statements included elsewhere herein for further discussion on our adoption of ASC Topic
606.
We enter into contracts with members to provide club access and services in exchange for monthly payments. At a
majority of our private clubs, members are expected to pay a membership initiation fee or initiation deposit upon their acceptance
as a member to the club. In general, membership initiation fees are not refundable, whereas membership initiation deposits are not
refundable until a fixed number of years (generally 30) after the date of acceptance of a member.
For membership deposits, the present value of the refund obligation is recorded as a membership initiation deposit
liability. The initiation deposit liability 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.
Initiation payments may be paid upfront or financed over a duration of one to six years. For financed initiation payments,
the Company recognizes interest income as earned and provides an allowance for doubtful accounts. This allowance is based on
several factors including the historical trends of write-offs and recoveries and the financial strength of the member.
Certain contracts may provide the member with the ability to receive repayment upon transferring their membership to
another individual under by-laws specific to each club. The amount of this repayment is dependent on the original contract, the
by-laws of each club, and/or the current market price established by the Company, and, in most cases, requires continuous
membership of the transferor.
C1ubCorp allocates the initial transaction price to certain discount rights, where applicable, based on relative market
value and amortizes this performance obligation over the term of the discount. C1ubCorp considers the remaining amount of the
transaction price part of the performance obligation to provide club access and services, and amortizes it over the average
expected life of an active membership.
C1ubCorp capitalizes incremental contract costs related to commissions paid that are directly related to new member
acquisition and referral incentives given to existing members. These costs are also amortized over the expected life of an active
membership.
The Company capitalizes incremental contract costs related to commissions paid that are directly related to new member
acquisition and referral incentives given to existing members. These costs are also amortized over the expected life of an active
membership.
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The expected lives of active memberships are calculated annually using historical attrition rates. years in which attrition
rates differ significantly from enrollment rates could affect our consolidated financial statements by decreasing or increasing the
expected lives of active memberships, which in turn would affect the length of time over which the Company recognizes initiation
fee and deposit revenues. For all years presented, our estimated expected lives ranged from one to 20 years. Based on initiation
payments, the weighted -average expected life of a golf and country club membership, a city club and stadium club membership
was approximately seven years, two years, and four years, respectively. Deferred revenue associated with membership initiation
fees was assigned a fair value of zero as of the Closing Date of the Merger. As a result, membership initiation fees amortized into
club operations revenues subsequent to the Merger are related to initiation payments made on or after the Closing Date.
Impairment of Long -Lived Assets
Long-lived assets are reviewed for impairment, at the club level, to identify properties where events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. For each property identified, we perform a
recoverability test to determine if the future undiscounted cash flows to be received over our expected holding period of the
property exceed the carrying amount of the assets of the property. If the recoverability test is not met, the impairment is
determined by comparing the carrying value of the property to its fair value which may be approximated by using future
discounted cash flows using a risk -adjusted discount rate. Future cash flows of each property are determined using management's
projections of the performance of a given property based on its past performance and expected future performance, local
operations and other factors both within our control and out of our control. Additionally, throughout the impairment evaluation
process, we consider the impact of recent property appraisals when they are available. Estimates utilized in the future evaluations
of long-lived assets for impairment could differ from estimates used in the current year calculations. Unfavorable future results
could result in material impairments to long-lived assets. See Note 5 for discussion on impairment losses related to long-lived
assets.
Goodwill and Intangible Assets
As noted above, the Merger was accounted for as a business combination using the acquisition method. The purchase
price has been allocated to the tangible and intangible assets acquired and liabilities assumed based upon their fair values on the
Closing Date. The purchase price in excess of the fair value of the assets and liabilities was recorded as goodwill.
We classify intangible assets into three categories: (1) intangible assets with finite lives subject to amortization,
(2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. We review goodwill and indefinite -lived
intangible assets for impairment annually or whenever events or changes in circumstances indicate that their carrying amount may
not be fully recoverable. We test finite -lived intangible assets for impairment whenever events or changes in circumstances
indicate that their carrying amount may not be fully recoverable. We utilize a three -tiered fair value hierarchy that prioritizes
inputs to valuation techniques used in fair value calculations.
Our intangible assets with finite lives are comprised of member relationships, internal use software, supply agreements,
management contracts and below market rent. Our intangible assets with indefinite lives are primarily comprised of trade names.
We utilize the relief from royalty method to determine the estimated fair value for each trade name which is classified as a Level 3
measurement. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible asset.
Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates.
Estimates utilized in the future evaluations of intangible assets for impairment could differ from estimates used in the current year
calculations. Unfavorable future results could result in material impairments to intangible assets.
Our accounting policy is to test goodwill for impairment as of the last day of the calendar year. We evaluate goodwill for
impairment at the reporting unit level (Golf and Country Clubs, City Clubs and Stadium Clubs), which are the same as our two
operating segments. When testing for impairment, we compare the fair value of our reporting units to the recorded values.
Valuation methods used to determine fair value include analysis of the discounted future free cash flows that a reporting unit is
expected to generate (income approach) and an analysis, which is based upon a comparison of our reporting units to similar
companies utilizing a purchase multiple of earnings before interest, taxes, depreciation and amortization (market approach). These
valuations are considered Level 3 measurements. Key assumptions used in this model include future cash flows, growth rates,
discount rates, capital needs and projected margins, among other factors. During the fourth quarter of fiscal year 2020, we
recognized a non -cash goodwill impairment loss of $3.2 million within our Stadium Clubs reporting unit, which is included in
impairment of assets on the consolidated statements of operations. We did not recognize any goodwill impairment loss during
fiscal years 2019 and 2018. See Note 7.
Income Tax Contingencies
We recognize the tax benefit from an uncertain tax position only if we conclude that it is "more likely than not" that the
tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. If the
82
position drops below the "more likely than not" standard, the benefit can no longer be recognized. We use assumptions, estimates
and our judgment in determining if the "more likely than not" standard has been met when developing our provision for income
taxes. We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense.
One of our Mexican subsidiaries is under audit by the Mexican taxing authorities for the 2009 tax year. In 2014, we
received an assessment for this audit. 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 $4.8 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.
On October 6, 2020, the Tax Court in Mexico issued a ruling upholding the assessment imposed by the Mexican taxing
authorities in 2014. We continue to believe in the technical merits of our position and filed an appeal in November 2020 in
accordance with protocol under the Mexican judicial system. We are currently evaluating the Tax Court's ruling and will continue
to assess the need, if any, for any changes to its liability for unrecognized tax benefits related to this assessment. Management
believes it is unlikely that our unrecognized tax benefits will significantly change within the next twelve 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
December 31, 2020.
Recently Issued Accounting Pronouncements
See "Recently Issued Accounting Pronouncements" included in Note 2 of the Notes to Consolidated Financial
Statements under Part II, Item 8: "Financial Statements" of this annual report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our indebtedness consists of both fixed and variable rate debt facilities. As of March 2, 2021, the interest rate on the
term loan facility under the Senior Facilities was a variable rate calculated as an elected LIBOR plus a margin of 2.75%. The
interest rate on the revolving credit facility under the Senior Facilities was a variable rate calculated as an elected LIBOR plus a
margin of 3.25%. Additionally, as of March 2, 2021, the Wells Fargo Mortgage Loan accrues interest at a variable rate calculated
as 3.15% plus the greater of (i) one month LIBOR or (ii) 2.00%.
As of March 2, 2021, the one month and three month LIBOR was 0.11% and 0.18%, respectively. A hypothetical 0.5%
increase in LIBOR would result in a $5.9 million increase in annual interest expense.
Foreign Currency Exchange Risk
Our interests in foreign economies include three golf properties in Mexico and two managed city clubs in China. We
translate foreign currency denominated amounts into U.S. dollars and we report our consolidated financial results of operations in
U.S. dollars. Because the value of the U.S. dollar fluctuates relative to other currencies, revenues that we generate or expenses
that we incur in other currencies could increase or decrease our revenues or expenses as reported in U.S. dollars. Total foreign
currency denominated revenues and expenses comprised less than 1.0% of our consolidated revenues and expenses, respectively,
for the fiscal year ended December 31, 2020.
Fluctuations in the value of the U.S. dollar relative to other currencies could also increase or decrease foreign currency
transaction gains and losses which are reflected as a component of club operating costs. Total foreign currency transaction gains
and losses for the fiscal year ended December 31, 2020 totaled $0.1 million.
83
ITEM 8. FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Audited Consolidated Financial Statements
Independent auditors' report
Consolidated statements of operations
Consolidated statements of comprehensive (loss) income
Consolidated balance sheets
Consolidated statements of cash flows
Consolidated statements of changes in equi
Notes to consolidated financial statements
Page
85
86
87
88
89
90
91
84
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Constellation Club Holdings, Inc.
Dallas, Texas
We have audited the accompanying consolidated financial statements of C1ubCorp Holdings, Inc. and its subsidiaries (the
"Company"), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated
statements of operations, comprehensive loss, changes in equity, and cash flows for the periods ended December 31, 2020,
December 31, 2019, and December 25, 2018, and the related notes to the consolidated financial statements.
Management's Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America; this includes the design, implementation, and
maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our
audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as
well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of C1ubCorp Holdings, Inc. and its subsidiaries as of December 31, 2020 and 2019, and the results of their operations and their
cash flows for the periods ended December 31, 2020, December 31, 2019, and December 25, 2018, in accordance with accounting
principles generally accepted in the United States of America.
Emphasis of Matter
As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for leases as of December
31, 2020 due to the adoption of ASC 842. Our opinion is not modified with respect to this matter.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
March 9, 2021
85
CLUBCORP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of dollars)
REVENUES:
Club operations
Food and beverage
Other revenues
Total revenues
DIRECT AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Club operating costs exclusive of depreciation
Cost of food and beverage sales exclusive of depreciation
Depreciation and amortization
Provision for doubtful accounts
Loss (gain) on disposals of assets, net
Impairment of assets
Selling, general and administrative
OPERATING LOSS
Interest and investment income
Interest expense
Other income
LOSS BEFORE INCOME TAXES
INCOME TAX BENEFIT
NET LOSS
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
NET LOSS ATTRIBUTABLE TO CLUBCORP
Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
December 31, December 31, December 25,
2020 2019 2018
$ 768,897 $ 847,131 $ 800,720
166,425 313,974 305,248
2,762 4,291 5,072
938,084 1,165,3 96 1,111,040
714,920
786,617
727,956
72,248
108,206
102,686
189,736
198,353
202,074
8,321
7,098
9,463
6,562
(3,888)
13,854
50,964
15,235
8,954
77,712
114,181
107,736
(182,379)
(60,406)
(61,683)
2,651
775
1,014
(131,697)
(136,730)
(127,496)
-
2,006
2,569
(311,425)
(194,355)
(185,596)
72,634
46,375
41,926
(238,791)
(147,980)
(143,670)
198
325
291
(238,593)
(147,655)
(143,379)
See accompanying notes to consolidated financial statements
86
CLUBCORP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands of dollars)
NET LOSS
Foreign currency translation
OTHER COMPREHENSIVE (LOSS) INCOME
COMPREHENSIVE LOSS
COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING
INTERESTS
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
$ (238,791)
$ (147,980)
$ (143,670)
(28)
(305)
181
(28)
(305)
181
(238,819)
(148,285)
(143,489)
198 325 291
COMPREHENSIVE LOSS ATTRIBUTABLE TO CLUBCORP $ (238,621) $ (147,960) $ (143,198)
See accompanying notes to consolidated financial statements
87
CLUBCORP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except share and per share amounts)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Receivables, net of allowances of $11,564 and $8,137 at December 31, 2020 and December 31,
2019, respectively
Inventories
Prepaids and other assets
Total current assets
Property and equipment, net (includes $11,197 and $12,283 related to VIES at December 31, 2020
and December 31, 2019, respectively)
Operating lease right -of -use assets
Notes receivable, net of allowances of $419 and $416 at December 31, 2020 and December 31,
2019, respectively
Goodwill
Intangibles, net
Other assets
Long-term deferred tax asset
TOTAL ASSETS
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt
Current operating lease liabilities
Membership initiation deposits - current portion
Accounts payable
Accrued expenses
Accrued taxes
Other liabilities
Total current liabilities
Long-term debt
Long-term operating lease liabilities
Membership initiation deposits
Deferred tax liability, net
Other liabilities (includes $2,761 and $2,713 related to VIES at December 31, 2020 and December
31, 2019, respectively)
Total liabilities
Commitments and contingencies (See Note 16)
EQUITY
Common stock, $0.01 par value, 1,000 shares authorized; 1,000 issued and outstanding at
December 31, 2020 and December 31, 2019
Additional paid -in capital
Accumulated other comprehensive (loss) income
Accumulated deficit
Total stockholders' equity
Noncontrolling interests in consolidated subsidiaries and variable interest entities
Total equity
TOTAL LIABILITIES AND EQUITY
December 31, December 31,
2020 2019
$ 101,652 $
57,786
113,273
121,016
17,485
24,066
37,916
34,483
270,326
237,351
1,613,105 1,734,432
111,109 -
69,774
7,936
887,312
894,629
217,642
243,026
28,127
28,149
6,795
6,867
$ 3,204,190 $
3,152,390
$ 39,969 $
35,055
16,276
-
237,482
220,928
73,645
64,250
72,500
47,908
18,564
20,181
123,863
106,760
582,299
495,082
1,707,383
1,731,124
113,071
-
193,961
196,541
109,619
184,851
273,340 83,144
2,979,673 2,690,742
618,703
(26)
(405,150)
616,621
2
(166,557)
213,527
450,066
10,990
11,582
224,517
461,648
$ 3,204,190 $
3,152,390
See accompanying notes to consolidated financial statements
88
CLUBCORP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
(238,791)
$ (147,980)
$ (143,670)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation
157,701
165,518
172,315
Amortization
32,035
32,835
29,759
Non -cash operating lease expense
15,377
Impairment of assets
50,964
15,235
8,954
Bad debt expense
8,321
7,098
9,463
Loss (gain) on disposals of assets, net
6,562
(3,888)
13,854
Amortization of debt issuance costs and term loan discount
10,539
8,337
8,592
Accretion of discount on member deposits
21,088
20,943
20,219
Equity -based compensation
2,082
1,702
2,436
Net change in deferred tax assets and liabilities
(75,159)
(46,162)
(40,993)
Net change in prepaid expenses and other assets
(2,546)
(21,969)
435
Net change in receivables and membership notes
4,928
(30,355)
(7,763)
Net change in current operating lease liabilities
1,095
Net change in accounts payable and accrued liabilities
31,532
648
2,993
Net change in other current liabilities
11,711
45,437
(8,342)
Net change in long-term operating lease liabilities
(14,456)
Net change in other long-term liabilities
12,893
7,807
4,940
Net cash provided by operating activities
35,876
55,206
73,192
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment
(65,730)
(107,564)
(108,095)
Capitalization of internal use software
(9,595)
(8,072)
(16,122)
Acquisition of clubs
-
(62,719)
(7,254)
Proceeds from dispositions
11,817
9,721
1,127
Proceeds from sale of investment in Avendra
1,061
Proceeds from insurance
10,472
15,315
16,717
Net change in restricted cash and capital reserve funds
2,153
(263)
(75)
Net cash used in investing activities
(50,883)
(153,582)
(112,641)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt and early redemption penalty
(34,316)
(25,755)
(46,074)
Proceeds from new debt borrowings
-
61,457
-
Repayments of revolving credit facility borrowings
(79,000)
(30,000)
(10,000)
Proceeds from revolving credit facility borrowings
58,000
98,000
10,000
Proceeds from sale -leaseback financing transaction
123,709
Debt issuance and modification costs
(6,679)
(2,086)
(1,304)
Dividends to owners
(18,000)
Distributions to noncontrolling interest
(394)
(759)
(1,943)
Proceeds from new membership initiation deposits
-
198
108
Repayments of membership initiation deposits
(3,029)
(3,052)
(2,534)
Net cash provided by (used in) financing activities
58,291
98,003
(69,747)
EFFECT OF EXCHANGE RATE CHANGES ON CASH
582
(906)
894
in cash and cash equivalents
43,866
(1,279)
(108,302)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
57,786
59,065
167,367
CASH AND CASH EQUIVALENTS - END OF PERIOD
S
101,652
$ 57,786
$ 59,065
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, other than finance leases
$
122,709
$ 121,702
$ 88,456
Cash paid for interest on finance leases
$
2,918
$ -
$ -
Cash paid for income taxes
$
325
$ 2,505
$ 3,721
Non -cash investing and financing activities are as follows:
Property and equipment acquired under finance leases
$
31,729
$ 34,617
$ 18,208
Capital accruals
$
5,013
$ 6,349
$ 8,669
See accompanying notes to consolidated financial statements
89
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share amounts or unless otherwise indicated)
1.ORGANIZATION AND DESCRIPTION OF THE BUSINESS
ClubCorp Holdings, Inc. ("ClubCorp Holdings") and its wholly -owned subsidiaries CCA Club Operations
Holdings, LLC ("Operations' Parent") and ClubCorp Club Operations, Inc. ("ClubCorp Operations" and, together with ClubCorp
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.
On September 18, 2017, (the "Closing Date"), ClubCorp Holdings successfully completed the July 9, 2017 Agreement
and Plan of Merger (the "Merger Agreement") with Constellation Club Parent, Inc., ("Parent") and Constellation Merger Sub Inc.,
a wholly -owned subsidiary of Parent ("Merger Sub"). Parent is an affiliate of certain funds managed by affiliates of Apollo
Global Management, Inc. (together with its consolidated subsidiaries, "Apollo"). The Merger Agreement provided for the merger
of Merger Sub with and into ClubCorp Holdings with ClubCorp Holdings continuing as the surviving corporation (the "Merger").
ClubCorp Holdings, together with its subsidiaries, may be referred to as "ClubCorp", "we", "us", "our" or the
"Company".
ClubCorp is a leading membership -based leisure business and a leading owner -operator of private golf and country
clubs, city clubs and stadium clubs in North America. As of December 31, 2020, we own, lease or operate, through joint ventures,
148 golf and country clubs and manage 13 golf and country clubs. Likewise, we lease or operate, through a joint venture, 34 city
clubs and manage one city club, five stadium clubs and manage one stadium club. Our facilities are located in 27 states, the
District of Columbia and two foreign countries.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation —The consolidated 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 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.
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 revenues when earned. Additionally, we recognize reimbursements for certain
costs of operations at certain managed clubs as revenues.
Prior to the fourth quarter of 2020, we had two reportable segments, Golf and Country Clubs and City Clubs. As of
December 31, 2020, we have three reportable segments: (1) Golf and Country Clubs, (2) City Clubs and (3) Stadium Clubs. Our
clubs located within stadiums were moved from our City Clubs segment to a newly established Stadium Clubs segment. This
change was made to provide additional transparency into our growing stadium club operations and highlight what we believe will
be an important strategic growth avenue for us in the future. 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 17.
Fiscal Year —As of December 31, 2020, we changed our fiscal year end from a 52/53 week period ending on the last
Tuesday of December to December 31. The impact of this change was not material to the comparability of our financial results for
the years presented. Accordingly, the change to a calendar fiscal year was made on a prospective basis and prior operating results
have not been adjusted. The consolidated financial statements consist of the fiscal year ended December 31, 2020, the 53 weeks
ended December 31, 2019 (referred herein as the fiscal year ended December 31, 2019) and the 52 weeks ended December 25,
2018 (referred herein as the fiscal year ended December 25, 2018).
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 financial statements and accompanying notes. Actual results
could differ materially from such estimated amounts.
During the fiscal year ended December 31, 2020, a novel strain of coronavirus ("COVID-19") surfaced and spread
around the world, including to the United States. In March 2020, the World Health Organization declared COVID-19 a pandemic.
Due to COVID-19, various state and local governments where the Company operates issued decrees prohibiting certain
businesses from continuing to operate and certain classes of workers from reporting to work.
Beginning in the latter part of March 2020, the Company temporarily closed or reduced club operations at a significant
number of its owned and operated clubs. In late April 2020, the Company began reopening its clubs in compliance with state and
local government guidelines. As of December 31, 2020, all of our clubs are fully or partially open under applicable social
distancing protocols. While the effects of COVID-19 have negatively impacted the Company's results of operations, cash flows
and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related
financial impact cannot be reasonably estimated at this time. Recent developments with respect to COVID-19 vaccines have the
potential to affect the scope and duration of the pandemic. While a number of COVID-19 vaccines have received regulatory
approval and are available in limited quantities in the United States and other parts of the world, a degree of uncertainty exists
with respect to the distribution, utilization, and long-term efficacy of vaccinations among the general population. The impact of
COVID-19 vaccines on the pandemic and the Company's business remain unknown. Events and changes in circumstances arising
after December 31, 2020, including those resulting from the impacts of COVID-19, will be reflected in management's estimates
for future periods.
Revenue Recognition —Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers
("ASC Topic 606") 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. 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.
The Company has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority
that are both imposed on and concurrent with a specific revenue -producing transaction and collected by the Company from a
customer for sales, value added and other excise taxes.
The Company enters into contracts with members to provide club access and services in exchange for monthly payments.
The Company has performance obligations recognized over time to provide club access, certain optional monthly services, and
material rights related to discounts offered at initiation. At a majority of our private clubs, members are expected to pay a
membership initiation fee or initiation deposit upon their acceptance as a member to the club. In general, membership initiation
fees are not refundable, whereas membership initiation deposits are not refundable until a fixed number of years (generally 30)
after the date of acceptance of a member. As of January 1, 2020, we no longer sell memberships that have such refundable
initiation deposits.
For membership deposits, the present value of the refund obligation is recorded as a membership initiation deposit
liability. The initiation deposit liability 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 revenues on the consolidated statements of operations over the average expected life of an active membership.
Initiation payments may be paid upfront or financed over a duration of one to six years. For financed initiation payments,
the Company recognizes interest income as earned and provides an allowance for doubtful accounts. This allowance is based on
several factors including the historical trends of write-offs and recoveries and the financial strength of the member.
Certain contracts may provide the member with the ability to receive repayment upon transferring their membership to
another individual under by-laws specific to each club. The amount of this repayment is dependent on the original contract, the
by-laws of each club, and/or the current market price established by the Company, and, in many cases, requires continuous
membership of the transferor. The Company considers these potential repayments variable consideration and records a contract
liability for these potential repayments. Changes to assumptions underlying this contract liability will impact the amount of
revenues the Company can recognize. Assumptions are made based on historical information and performance.
The Company may offer discount rights, such as dues or amenity price reductions for a limited time, to members as an
inducement to join. The Company allocates the initial transaction price to these discount rights, where applicable, based on
relative market value and amortizes this performance obligation over the term of the discount. The Company considers the
remaining amount of the transaction price part of the performance obligation to provide club access and services, and amortizes it
over the average expected life of an active membership.
The Company capitalizes incremental contract costs related to commissions paid that are directly related to new member
acquisition and referral incentives given to existing members. These costs are amortized over the expected life of an active
membership.
O
The Company recognizes revenue related to deposits over the average expected life of an active membership. For
membership deposits, the difference between the amount paid by the member and the present value of the refund obligation is
recorded as deferred revenue and the deposit revenue is recognized over the average 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 affect our consolidated financial statements by decreasing or
increasing the expected lives of active memberships, which in turn would affect the length of time over which the Company
recognizes initiation fee and deposit revenues. For all years presented, our estimated expected lives ranged from one to 20 years.
Based on initiation payments, the weighted -average expected life of a golf and country club membership, a city club and stadium
club membership was approximately seven years, two years, and four years. Deferred revenue associated with membership
initiation fees and initiation deposits was assigned a fair value of zero as of the Closing Date of the Merger. As a result,
membership initiation fees amortized into club operations revenues subsequent to the Merger are related to initiation payments
made on or after the Closing Date.
Cash Equivalents —We consider investments with an original maturity of three months or less to be cash equivalents.
We consider receivables from credit card companies as cash equivalents because they settle the balances within two to three days.
Concentration of Credit Risk —Financial instruments that are exposed to concentrations of credit risk consist primarily
of cash deposits placed in high quality credit institutions; these cash deposits, at times, may exceed federally insured limits as
guaranteed by the Federal Deposit Insurance Corporation. We have not experienced any losses as a result of this practice. We do
not enter into financial instruments for hedging, trading or speculative purposes.
Allowance for Doubtful Accounts —The allowance for doubtful accounts is established and maintained based on our
best estimate of accounts receivable collectability. Management estimates collectability by specifically analyzing known troubled
accounts, accounts receivable aging and other historical factors that affect collections. Such factors include the historical trends of
write-offs and recovery of previously written -off accounts, the financial strength of the member and projected economic and
market conditions.
Beginning allowance
Bad debt expense, excluding portion related to notes receivable
Write offs
Ending allowance
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
6 8,137
$ 10,113
$ 1,464
7,942
6,513
8,955
(4,515) (8,489) (306)
$ 11,564 $ 8,137 $ 10,113
Inventories —Inventories, which consist primarily of food and beverages and merchandise held for resale, are stated at
the lower of cost (weighted average cost method) or net -realizable value. Losses on obsolete or excess inventory are not material.
Property and Equipment, Net —Property and equipment is recorded at cost, including interest incurred during
construction periods. We capitalize costs that both materially add value and appreciably extend the useful life of an asset. With
respect to golf course improvements (included in land improvements), only costs associated with original construction, complete
replacements, or the addition of new trees, sand traps, fairways or greens are capitalized. All other related costs are expensed as
incurred. For building improvements, only costs that extend the useful life of the building are capitalized; repairs and maintenance
are expensed as incurred.
Depreciation is calculated using the straight-line method based on the following estimated useful lives:
Depreciable land improvements
Building and recreational facilities
Machinery and equipment
Leasehold improvements
Furniture and fixtures
5 - 20 years
20 - 40 years
1 - 10 years
7 - 40 years
3 - 10 years
Leasehold improvements are amortized over the shorter of the term of the respective leases or their useful life using the
straight-line method.
Notes Receivable, Net of Allowances —Notes receivable reflect amounts due from certain subsidiaries of Sculptor Real
Estate ("Sculptor") on the Loan Agreement (as defined in Note 11) and our financing of membership initiation fees and deposits.
Financing on the membership initiation fees and deposits typically range from one to six years in original maturity. We recognize
interest income as earned and provide an allowance for doubtful accounts. This allowance is based on factors including the
historical trends of write-offs and recoveries, the financial strength of the member and projected economic and market conditions.
Goodwill and Other Intangibles, Net—GAAP requires that we allocate the purchase price of acquired businesses to the
identifiable tangible and intangible assets acquired and liabilities assumed based upon their fair values at the date of acquisition.
The difference between the purchase price and the fair value of the net assets acquired or the excess of the aggregate fair values of
assets acquired and liabilities assumed is recorded as goodwill.
We classify intangible assets into three categories: (1) intangible assets with finite lives subject to amortization,
(2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. Intangibles specifically related to an
individual property are recorded at the property level. Intangible assets with finite lives are amortized on a straight-line basis over
their estimated useful lives as reflected in Note 7.
We assess the recoverability of the carrying value of goodwill and other indefinite -lived intangibles annually on the last
day of the fourth quarter or whenever events or changes in circumstances indicate that the carrying amount may not be fully
recoverable. Goodwill impairment is tested for impairment by comparing the fair value of a reporting unit to its carrying amount.
We recognize an impairment charge when the fair value is less than the carrying amount. See Note 7.
Impairment of Long -Lived Assets —We evaluate long-lived assets for impairment, at the club level, whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through future cash flows. For
assets to be held and used, we perform a recoverability test to determine if the future undiscounted cash flows over the expected
holding period for the property exceed the carrying amount of the assets of the property in question. If the recoverability test is not
met, the impairment is determined by comparing the carrying value of the property to its fair value which may be approximated
by using future discounted cash flows using a risk -adjusted discount rate. Future cash flows of each property are determined using
management's projections of the performance of a given property based on its past performance and future opportunities, local
operations and other factors both within our control and out of our control. Additionally, throughout the impairment evaluation
process, we consider the impact of recent property appraisals when they are available. If actual results differ from these estimates,
additional impairment charges may be required. As discussed in Note 5, GAAP establishes a three -tiered fair value hierarchy that
prioritizes inputs to valuation techniques used in fair value calculations. The fair value calculations associated with these
valuations are classified as Level 2 and Level 3 measurements.
Insurance Reserves —We have established insurance programs to cover exposures above predetermined deductibles for
certain insurable risks consisting primarily of physical loss to property, workers' compensation, employee healthcare, and
comprehensive general and auto liability. Insurance reserves are developed by us, using the assistance of a third -party actuary and
consideration of our past claims experience, including both the frequency and settlement of claims.
Business Interruption Insurance —In the case of a property loss, we are covered by property insurance which includes
a business interruption clause. Business interruption insurance covers both our fixed costs incurred during the period of
interruption and lost revenues, profit or margin. We recognize insurance proceeds related to lost revenues when realized. Due to
the complex and uncertain nature of the settlement negotiations process, this generally occurs at the time of final settlement.
During the fiscal year ended December 31, 2020, we did not record any business interruption proceeds in other income. We
recorded business interruption proceeds in other income of $1.8 million and $2.6 million during the fiscal years ended December
31, 2019 and December 25, 2018.
Advertising Expense —We market our clubs through advertising and other promotional activities. Advertising expense
is included in club operating costs exclusive of depreciation in the consolidated statements of income. Advertising expense totaled
$7.5 million, $7.6 million and $6.1 million for the fiscal years ended December 31, 2020, December 31, 2019 and December 25,
2018, respectively.
Foreign Currency —The functional currency of our entities located outside the United States is the local currency.
Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the current exchange rate in effect at
period -end. All foreign income and expenses are translated at the monthly weighted -average exchange rates during the year.
Translation gains and losses are reported separately, with no tax impact for all years presented, as a component of comprehensive
loss, until realized. No translation gains or losses have been reclassified into earnings during any of the years covered by these
financial statements. Realized foreign currency transaction gains and losses are reflected in the consolidated statements of
operations in club operating costs.
rl
Income Taxes —Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recognized.
We recognize the tax benefit from an uncertain tax position only if we conclude that it is "more likely than not" that the
tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. If the
position drops below the "more likely than not" standard, the benefit can no longer be recognized. We use assumptions, estimates
and our judgment in determining if the "more likely than not" standard has been met when developing our provision for income
taxes. We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense.
Interest and Investment Income —Interest and investment income is comprised principally of interest on notes
receivable and cash deposits held by financial institutions.
Leases —Effective January 1, 2020, the Company adopted Accounting Standards Update No. 2016-02 ("ASU 2016-02"),
Leases (Topic 842). We elected the package of practical expedients permitted under the transition guidance, which allows us to
carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct
costs for any leases that existed prior to adoption of the new standard. Adoption of ASU 2016-02 resulted in the recognition
of $137.9 million of operating lease right -of -use ("ROU") assets and $151.8 million of operating lease liabilities on our
consolidated balance sheet as of the date of adoption, related to our operating facilities. The difference of $13.9 million
represented the reclassification of the remaining balance of deferred rent for leases that existed as of the date of adoption,
favorable lease intangible assets and unfavorable lease liabilities, which impacted the opening balance of operating lease ROU
assets.
The assessment of whether a contract is or contains a lease is performed at contract inception. A lease is defined as a
contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified
asset) for a period of time in exchange for consideration. Right to control is defined as having both the right to obtain substantially
all the economic benefits from the use of the asset and to direct how and for what purpose the asset is used. At lease
commencement, we evaluate each lease to determine its appropriate classification as an operating or finance lease. All of our
operating facilities leases, with average lease terms of 14 years, are classified as operating leases. We lease certain machinery and
equipment, with terms up to five years, which are classified as finance leases. Lease assets and liabilities are recorded on the
balance sheet at lease commencement based on the present value of the lease payments over the reasonably certain lease term.
Our operating lease agreements provide for scheduled rent increases during the lease term, as well as provisions for
renewal options. Lease expense is recognized on a straight-line basis over the lease term from the time at which we take control of
the property. Renewal options determined to be reasonably certain are also included in the lease term. In some cases, we must
make rental payments that are contingent on a percentage of gross receipts or positive cash flow as defined in the lease
agreements. Contingent rental payment expense is recorded as incurred to the extent it exceeds minimum base rent per the lease
agreement.
Operating lease ROU assets and finance lease assets are generally recognized based on the amount of the initial
measurement of the lease liability and adjusted for lease payments made at or before lease commencement, lease incentives, and
any initial direct costs. Some of our lease agreements contain tenant allowances. When we meet the criteria to earn such
allowances, we record an adjustment against the ROU assets. We did not elect the practical expedient to not separate lease
components from nonlease components. Therefore, variable lease payments, which primarily consist of real estate taxes, common
area maintenance charges, insurance cost and other operating expenses, are not included in the operating lease ROU assets or
operating lease liability balances and are recognized as incurred.
We cannot determine the interest rate implicit in our leases because we do not have access to the lessor's estimated
residual value or the amount of the lessor's deferred initial direct costs. Therefore, we use our incremental borrowing rate as the
discount rate for our leases. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a
collateralized basis to borrow an amount equal to the lease payments under similar terms. We estimate our incremental borrowing
rates based on London Inter -Bank Offered Rate ("LIBOR") and U.S. Treasury note rates corresponding to lease terms. The
Company used the incremental borrowing rates on December 31, 2019 for newly recognized operating leases that commenced
prior to the adoption of ASU 2016-02. We apply the incremental borrowing rate on a portfolio basis given the impact of applying
it on a lease by lease basis would be immaterial.
The Company has elected not to recognize on the balance sheet leases with an initial and expected term of 12 months or
less, instead lease expense is recognized for these short-term leases on a straight-line basis over the lease term.
M
The Company's lease assets are reviewed for impairment upon the occurrence of events or changes in circumstances that
would indicate that the carrying value of the assets may not be recoverable under long-lived asset impairment guidance in ASC
360, Property, Plant, and Equipment. When a reassessment results in the re -measurement of a lease liability, a corresponding
adjustment is made to the carrying amount of the lease asset.
The reasonably certain lease term and the incremental borrowing rate for each operating facility require judgment by
management and can impact the classification and accounting for a lease as operating or finance, as well as the value of the lease
asset and liability. These judgments may produce materially different amounts of lease expense than would be reported if different
assumptions were used. Operating leases are included in operating lease ROU assets, and current and noncurrent operating lease
liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, net, current maturities of
long-term debt and long-term debt on our consolidated balance sheets. Operating lease expense is included in club operating costs
exclusive of depreciation and selling, general and administrative expense in the consolidated statements of income.
The Financial Accounting Standards Board ("FASB") has issued additional guidance for how companies may account
for COVID-19 related rent concessions in the form of the FASB staff and Board members' remarks at the April 8, 2020 public
meeting and the FASB Staff Q&A issued on April 10, 2020. The FASB has allowed entities to forgo performing a legal analysis
to determine whether contractual provisions in an existing lease agreement provide enforceable rights and obligations related to
lease concessions as long as the concessions are related to COVID-19 and the changes to the lease do not result in a substantial
increase in the rights of the lessor or the obligations of the lessee. The Company has elected the practical expedient to account for
COVID-19 related rent concessions as if they were part of the enforceable rights and obligations of the parties under the existing
lease contract. This has been elected for the Company's entire lessee portfolio for any rent deferrals or rent abatements as a result
of the impacts of COVID-19. The Company has elected not to remeasure the lease liability and ROU asset if a rent deferral or a
rent abatement is granted.
Recently Issued Accounting Pronouncements
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 year. 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. In November 2019, the FASB issued Accounting Standards Update No. 2019-10 ("ASU 2019-10'), Financial
Instruments -Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), and in January 2020, the
FASB issued Accounting Standards Update No. 2020-02 ("ASU 2020-02'), Financial Instruments —Credit Losses (Topic 326)
and Leases (Topic 842) Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC
Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update). The effective
date for ASU 2016-13 for non-public companies is the fiscal year beginning after December 15, 2022, including interim periods
within those fiscal years. The Company is still in the process of evaluating the impact of ASU 2016-13 on its consolidated
financial position and results of operations.
In January 2017, the FASB issued Accounting Standards Update No. 2017-4 ("ASU 2017-04"), Intangibles —Goodwill
and Other (Topic 350): Simplijying the Test for Goodwill Impairment. ASU 2017-04 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 2017-04 is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company early
adopted ASU 2017-04 during fiscal year 2020. The adoption of ASU 2017-04 did not have a material impact on our consolidated
financial position and results of operations. See Note 7 for discussion on our annual goodwill impairment assessment.
In March 2020, the FASB issued Accounting Standards Update No. 2020-04 ("ASU 2020-04"), Reference Rate Reform
(Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides temporary
optional guidance to ease the potential burden in accounting for reference rate reform. ASU 2020-04 applies to contracts, hedging
relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of
reference rate reform. ASU 2020-04 was effective beginning on March 12, 2020, and the Company may elect to apply it
prospectively through December 31, 2022. Our Senior Facilities and Wells Fargo Mortgage Loan, both of which are defined in
Note 9, bear interest based on LIBOR. We continue to monitor the phasing out of LIBOR which is currently scheduled to be
phased out by the end of 2021. We will continue to engage with our lenders with respect to transitioning to an appropriate
alternative index and may seek an amendment letter at that point.
3. REVENUES FROM CONTRACTS WITH CUSTOMERS
We adopted ASC Topic 606 on December 26, 2018 using the modified retrospective transition method. Our financial
statements reflect the application of ASC Topic 606 guidance beginning in 2018, while our consolidated financial statements for
prior years were prepared under the guidance of ASC Topic 605. The $3.4 million cumulative effect of our adoption of ASC
Topic 606 is reflected as an adjustment to accumulated deficit as of December 26, 2018.
Our adoption of ASC Topic 606 represented a change in accounting principle. ASC Topic 606 eliminates industry -
specific guidance and provides a single revenue recognition model for recognizing revenue from contracts with customers. The
core principle of ASC Topic 606 is that a reporting entity should recognize revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the reporting entity expects to be entitled in exchange
for those goods or services.
Disaggregation of Revenues
Membership revenues include membership dues and membership initiation fees and initiation deposits under contracts
with members to provide club access and services in exchange for monthly payments. Food and beverage revenues include a la
carte sales (i.e. a member eats lunch at the club), private events (i.e. weddings) and other food and beverage sales (i.e. liquor
locker rentals). Golf revenues include access to the golf course, merchandise sales, golf cart rentals and other revenues, such as
charity event revenues. Tennis revenues include access to the tennis courts, merchandise sales and other revenues. Athletics, spa
and amenities revenues include spa services, personal training, merchandise sales and other amenities. Managed services revenues
include the management fee we receive to act as a managing agent and provide certain services to third -party club owners.
Corporate revenues include reimbursements for certain operating costs in connection with services we provide under our managed
services revenues. Other revenues include food and beverage minimums, rooms for overnight stays, late fees and other revenues.
In an effort to retain members and preserve dues revenues during the COVID-19 related club closures, management
implemented and communicated a plan to members that allows members to receive future usage credits based on certain criteria.
In general, members must be active members with current account receivable balances. Generally, credits can be used by the
member for point -of -sale transactions, such as retail, golf operations and food and beverage purchases. The usage credits are
recognized as future performance obligations when agreed upon with the member as an offset (contra) to dues revenues. This
contra revenue is reported within elimination of intersegment revenues and segment reporting adjustments (see Note 17). As the
future usage credits are utilized we recognize non -cash revenue within Golf and Country Clubs, City Clubs and Stadium Clubs
segment revenues. During the fiscal year ended December 31, 2020, we issued $51.5 million in future usage credits of which
$50.9 million were recorded as contra dues revenue within elimination of intersegment revenues and segment reporting
adjustments of $0.6 million were recorded within revenues relating to divested clubs. During the fiscal year ended December 31,
2020, members redeemed $42.6 million, $1.9 million and $0.3 million of credits with the related revenue recorded by revenue
type for which it was redeemed within Golf and Country Clubs, City Clubs and Stadium Clubs segment revenues.
7r7
The following tables represent a disaggregation of revenues from contracts with customers for the fiscal years ended
December 31, 2020, December 31, 2019 and December 25, 2018 by source, geography and timing of revenue recognition. The
tables also include a reconciliation of the disaggregated revenues with the Company's reportable segments.
Fiscal Year Ended December 31, 2020
Golf &
City
Stadium
Corporate
Country Clubs
Clubs
Clubs
& Other
Total
Source
Membership (2) $
510,618 $
54,954 $
6,878
$ (51,411) $
521,039
Food and beverage
137,815
21,914
5,722
974
166,425
Golf
176,672
2
2,991
179,665
Tennis
18,493
552
-
91
19,136
Athletics, spa & amenities
5,919
1,128
-
58
7,105
Managed services
2,372
153
2,525
Corporate (3)
2,280
2,280
Other revenues
27,027
11,717
616
549
39,909
Total $
878,916 $
90,420 $
13,216
$ (44,468) $
938,084
Geographical Region
California
$ 127,055 $
15,661 $
-
$ (13,164) $
129,552
Georgia
94,264
7,052
-
(878)
100,438
Texas
270,043
13,780
10,404
(8,427)
285,800
West
67,027
4,920
631
(4,618)
67,960
Midwest
68,944
9,698
-
(4,548)
74,094
Mid -Atlantic
114,994
11,158
-
(7,094)
119,058
Northeast
52,568
9,680
-
(5,181)
57,067
Southeast
80,196
18,471
2,181
(413)
100,435
International
3,825
(145)
3,680
Total
$ 878,916 $
90,420 $
13,216
$ (44,468) $
938,084
Timing of Revenue Recognition (4)
Transferred at a point in time $ 268,163 $ 25,308 $ 5,885 $ 3,538 $ 302,894
Transferred over time 610,753 65,112 7,331 (48,006) 635,190
Total $ 878,916 $ 90,420 $ 13,216 $ (44,468) $ 938,084
E
Fiscal Year Ended December 31, 2019
Golf &
City
Stadium
Corporate
Country Clubs
Clubs
Clubs
& Other (1)
Total
Source
Membership (2) $
492,950 $
68,210 $
7,577
$ 9,862 $
578,599
Food and beverage
217,563
75,985
13,644
6,782
313,974
Golf
175,291
17
-
9,532
184,840
Tennis
17,117
882
-
201
18,200
Athletics, spa & amenities
9,391
2,309
-
154
11,854
Managed services
1,991
251
2,242
Corporate (3)
3,829
3,829
Other revenues
30,013
17,518
1,060
3,267
51,858
Total $
944,316 $
165,172 $
22,281
$ 33,627 $
1,165,396
Geographical Region
California
$ 156,057 $
30,490 $
- $ 7,948 $
194,495
Georgia
101,208
12,434
8,324
121,966
Texas
288,203
20,791
18,604 10,048
337,646
West
73,398
11,103
- (84)
84,417
Midwest
80,609
24,099
- (625)
104,083
Mid -Atlantic
98,618
19,599
- 640
118,857
Northeast
59,661
18,597
- (336)
77,922
Southeast
80,680
28,046
3,677 7,921
120,324
International
5,882
13
- (209)
5,686
Total
$ 944,316 $
165,172 $
22,281 $ 33,627 $
1,165,396
Timing of Revenue Recognition (4)
Transferred at a point in time $ 353,745 $ 81,841 $ 13,896 $ 16,187 $ 465,669
Transferred over time 590,571 83,331 8,385 17,440 699,727
Total $ 944,316 $ 165,172 $ 22,281 $ 33,627 $ 1,165,396
10%
Fiscal Year Ended December 25, 2018
Golf &
City
Stadium
Corporate
Country Clubs
Clubs
Clubs
& Other (1)
Total
Source
Membership (2) $
464,968 $
67,991 $
7,288 $
8,171 $
548,418
Food and beverage
206,015
76,534
13,432
9,267
305,248
Golf
168,018
2
-
10,140
178,160
Tennis
16,028
776
-
177
16,981
Athletics, spa & amenities
9,118
2,374
7
124
11,623
Managed services
954
351
(3)
791
2,093
Corporate (3)
3,541
3,541
Otherrevenues
20,053
18,454
981
5,488
44,976
Total $
885,154 $
166,482 $
21,705 $
37,699 $
1,111,040
Geographical Region
California
$ 154,656 $
31,387 $
- $ 8,181 $
194,224
Georgia
94,668
14,461
8,585
117,714
Texas
272,002
20,767
18,030 9,276
320,075
West
69,791
10,298
- 1,747
81,836
Midwest
80,775
24,239
- (604)
104,410
Mid -Atlantic
86,199
19,614
- 518
106,331
Northeast
52,497
18,448
- (373)
70,572
Southeast
69,219
27,195
3,675 10,157
110,246
International
5,347
73
- 212
5,632
Total
$ 885,154 $
166,482 $
21,705 $ 37,699 $
1,111,040
Timing of Revenue Recognition (4)
Transferred at a point in time $ 337,741 $ 81,879 $ 13,641 $ 18,548 $ 451,809
Transferred overtime 547,413 84,603 8,064 19,151 659,231
Total $ 885,154 $ 166,482 $ 21,705 $ 37,699 $ 1,111,040
(1) Corporate and other includes revenues from corporate expenses and other operations, elimination and intersegment
revenues and segment reporting adjustments and revenues relating to divested clubs. When clubs are divested, the
associated revenues are excluded from segment results for all years presented. During the fiscal year ended December
31, 2020, this includes $51.5 million in future usage credits issued to retain members and preserve dues revenue for
closed or reduced club operations as a result of COVID-19.
(2) Membership includes revenues from membership dues and membership initiation fees and initiation deposits.
(3) Prior to the fourth quarter of 2020, corporate included reimbursements for certain operating costs at managed clubs
which did not include a markup and had no net impact on operating loss, as such costs were included within club
operating costs and expenses. During the fourth quarter of 2020, we changed how we account for these transactions such
that these reimbursements are reported within the segment the respective managed club rolls to. For comparability
purposes, we recasted revenues for all years presented. While revenues by segment have changed for all years presented,
there was no impact to total revenues.
(4) Revenues are measured based on consideration specified in our contracts with customers and are recognized as the
related performance obligations are satisfied over time or at a point in time. Revenue is recognized over time if the
customer simultaneously receives and consumes the benefits provided by the Company's performance. If the Company
does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by
transferring the control of a promised good or service to the customer. ASC Topic 606 requires the Company to select a
single revenue recognition method for the performance obligation that depicts the Company's performance in
transferring control of the goods and services over time. The guidance allows the Company to choose between either an
100
input method or an output method to measure progress toward complete satisfaction of a performance obligation. We
recognize membership and managed services revenues, and a portion of golf, corporate and other revenues over time
using input methods as the customer is provided club access and services, or over the term of the contract as the product
or service is provided or rendered. All other sources of revenues are recognized at a point in time when the product or
service is provided or rendered. For example, when a customer rents a golf cart for a day revenue is recognized when the
golf cart is turned over to the customer.
Contract Assets and Liabilities
Contract Assets
We record accounts receivables and notes receivable based on amounts billed to members. The following table provides
information on our accounts receivable with members which are included in receivables, net of allowances and our notes
receivable with members which are included in notes receivable, net of allowances on our consolidated balance sheets as of
December 31, 2020 and December 31, 2019:
Receivables with members
Notes receivable with members
December 31, 2020 December 31, 2019
78,901 83,783
5,732 7,936
The change in contract assets is due largely to club closures and restrictions on clubs operations capacity due to
COVID-19.
Contract Liabilities —Initiation Payments
Payments are generally received before services are provided, therefore a contract liability is established for goods and
services not yet provided. This consists of deferred revenue from initiation payments, including application fees and certain
discount rights. We classify these liabilities as deferred revenue in our consolidated balance sheets. The following table reflects
the change in contract liabilities related to initiation payments between December 31, 2019 and December 31, 2020.
Initiation Payments
Balance at December 31, 2019 $ 21,468
Revenue recognized that was included in the contract liability at the beginning of the year (6,039)
Increase 24,229
Balance at December 31, 2020 $ 39,658
The following table illustrates estimated revenues we expect to recognize in the future related to unsatisfied performance
obligations associated with initiation payments.
Contract liabilities to be recognized in: Amount
2021 $ 10,317
2022
2023
2024
2025
Thereafter
Total
Contract Liabilities — Variable Consideration
6,477
4,420
3,306
2,593
12,545
$ 39.658
A separate contract liability is established for variable consideration related to members who arc expected to receive
payments when they transfer their memberships in the future. This liability is measured at the current market rate assuming full
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redemption by all members, with no significant financing component. The following table reflects the change in contract
liabilities related to variable consideration between December 31, 2019 and December 31, 2020.
Variable
Consideration
Balance at December 31, 2019 $ 12,717
Revenue recognized that was included in the contract liability at the beginning of the year (36)
Increase 920
Amounts refunded to members (976)
Balance at December 31, 2020 $ 12,625
The following table illustrates estimated revenues we expect to recognize in the future related to unsatisfied performance
obligations associated with variable consideration. Revenue is only recognized to the extent accretion of the initiation deposit
liability reduces the amount of variable consideration payable for transfer rights related to initiation deposits. In the likely event of
a transfer, the amount refunded will be removed from the liability and no additional revenue would be recognized.
Contract liabilities to be recognized in:
Amount
2021
$ 38
2022
42
2023
46
2024
50
2025
55
Thereafter
10,272
Total potential revenue
10,503
Liability related to initiation fees
2,122
Total liability
$ 12,625
Contract Costs
C1ubCorp capitalizes incremental contract costs related to commissions paid that are directly related to new member
acquisition and referral incentives given to existing members. These contract costs are amortized over the expected life of an
active membership.
Balance at December 31, 2019
Additions
Contract Costs
12,390
6,726
Amortization (5,073)
Balance at December 31, 2020 $ 14,043
In the normal course of business, C1ubCorp does not accept returns and makes no provisions for warranties.
Significant Judgments and Estimates
When allocating the transaction price in the arrangement, we may not have observable standalone sales for all of the
performance obligations in these contracts; therefore, we exercise significant judgment when determining the standalone selling
price of certain performance obligations, such as cart plans and similar services. In order to estimate the standalone selling prices,
we primarily rely on the relative market values.
Certain judgments are used in determining the nature and timing of satisfaction of performance obligations. We
recognize certain revenues over time as the product or service is provided or rendered to customers using input methods. These
input methods of revenue recognition are considered an accurate depiction of our efforts to satisfy the contracts and therefore
reflect the transfer of services to a customer under such contracts.
102
4. VARIABLE INTEREST ENTITIES
Consolidated VIES include three 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 the golf course properties was financed through a loan
payable which was collateralized by assets of the entity totaling $6.0 million as of December 31, 2020. The loan was fully repaid
as of December 31, 2020. The other golf course properties are financed through advances from us. Outstanding advances as of
December 31, 2020 total $5.8 million compared to recorded assets of $6.9 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 $12.9
million and $14.0 million at December 31, 2020 and December 31, 2019, respectively.
The following summarizes the carrying amount and classification of the VIES' assets and liabilities in the consolidated
balance sheets as of December 31, 2020 and December 31, 2019, net of intercompany amounts:
Current assets
Property and equipment, net
Other assets
Total assets
Current liabilities
Long-term debt
Other long-term liabilities
Membership initiation deposits
Noncontrolling interest
Company deficit
Total liabilities and equity
5. FAIR VALUE
December 31, December 31,
2020
2019
$ 1,480 $
1,565
11,197
12,283
238
159
$ 12,915 $
14,007
2,676 $
1,992
505
775
2,761
2,713
738
746
9,438
9,853
(3,203) (2,072)
$ 12,915 $ 14,007
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.
103
Fair Value of Financial Instruments
Debt —We estimate the fair value of our debt obligations, excluding capital lcasc obligations and loan origination fees, as
follows, as of December 31, 2020 and December 31, 2019:
Level 2
Level 3
Total
December 31, 2020 December 31, 2019
Recorded Value Fair Value Recorded Value Fair Value
$ 1,562,020 $ 1,457,531 $ 1,572,954 $ 1,458,642
144,494 135,020 166,333 157,808
$ 1,706,514 $ 1,592,551 $ 1,739,287 $ 1,616,450
(1) The recorded value for Level 2 debt obligations is presented net of the $3.3 million and $4.1 million discount as of
December 31, 2020 and December 31, 2019, respectively, on the Senior Facilities, as defined in Note 9.
The 2025 Senior Notes, the 2023 Senior Notes, and the term loan facility under the Senior Facilities, as 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 December 31, 2020
and December 31, 2019.
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 property and equipment, goodwill, trade
names, internal use software, liquor licenses and management contracts. The table below shows impairment losses recognized
during the years presented and the resulting cost basis for those assets:
Property and equipment
Intangible assets — management contracts
Intangible assets — internal use software
Goodwill
Operating lease right -of -use assets
Fiscal Year Ended
December 31, 2020
Fiscal Year Ended
December 31, 2019
Impairment Impairment
Fair Valuelosses Fair Valuelosses
$ 50,789 $ 39,262 $ 21,344 $ 14,700
559
141
— 3,206
30,004 20,924
(1) Impaired assets were written down to fair value, which became their new costs basis.
399
136
Property and Equipment —We recognized impairment losses to property and equipment of $39.3 million and
$14.7 million for the fiscal years ended December 31, 2020 and December 31, 2019, respectively, to adjust the carrying amount of
certain property and equipment to its fair value of $50.8 million and $21.3 million, respectively, due to continued and projected
lower operating results driven by the negative impact COVID-19 has had on our operations, as well as changes in the expected
holding period of certain fixed assets. The valuation methods used to determine fair value included an evaluation of the sales price
of comparable real estate properties, a sales comparison approach, an analysis of discounted future cash flows using a risk -
adjusted discount rate, an income approach and consideration of historical cost adjusted for economic obsolescence, a cost
approach. The fair value calculations associated with these valuations are classified as Level 2 and Level 3 measurements. See
Note 6.
The table below presents the significant unobservable inputs used in the fair value measurement of property and
equipment, operating lease right -of -use assets and operating lease liabilities as of December 31, 2020:
104
Valuation Technique Unobservable Input Range
Discounted cash flow Discount rate 8.5% - 10.0%
Long-term revenue growth rate(l) 1.50%
Capital expenditures 2.3% - 6.3%
(1) The estimated cash flows within the fair value calculations assumes that club operations will substantially return to pre-
COVID-19 levels by fiscal year 2023. The long-term revenue growth rate is for fiscal years beginning in 2026 and
beyond.
Operating Lease Right -of -Use Assets and Operating Lease Liabilities —We evaluate the operating lease right -of -use
assets and operating lease liabilities for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable through future cash flows. For the fiscal year ended December 31, 2020, we recognized
impairment losses of $20.9 million, to adjust the carrying value of certain operating lease right -of -use assets to their fair value of
$30.0 million, due to continued and projected lower operating results driven by the negative impact COVID-19 has had on our
operations. Additionally, for the fiscal year ended December 31, 2020, we recognized offsetting impairment adjustments of $13.1
million to adjust the carrying amount of certain operating lease liabilities to their fair value of zero. The valuations are classified
as Level 3 measurements and are based on expected future cash flows.
Management Contracts —We evaluate these assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be recoverable through future cash flows. For the fiscal years ended December 31,
2020 and December 31, 2019, we recognized impairment losses of $0.6 million and $0.4 million, respectively, to adjust the
carrying value of certain management contracts to their fair value of zero, due to the termination of the related contracts. The
valuations are classified as Level 3 measurements and are based on expected future cash flows. See Note 7.
Internal Use Software —We evaluate these assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be recoverable through future cash flows. For the fiscal years ended December 31,
2020 and December 31, 2019, we recognized an impairment loss of $0.1 million and $0.1 million, respectively, to adjust the
carrying amount of certain internal use software to its fair value of zero because the software is no longer in use. The valuations
are classified as Level 3 measurements and are based on expected future cash flows. See Note 7.
Goodwill —For the fiscal year ended December 31, 2020, we recognized a non -cash goodwill impairment loss of $3.2
million within our Stadium Clubs reporting unit, which is included in impairment of assets on the consolidated statements of
operations. We determined the factors contributing to the impairment loss, which arose during the fourth quarter of fiscal year
2020, included revised expectations and priorities for the coming years in response to the negative impact COVID-19 has had on
our operations. We did not recognize any goodwill impairment loss during fiscal years 2019 and 2018. The extent to which
COVID-19 impacts our financial results will depend on future developments, which are uncertain, including the duration and
impact on overall demand, and the pace and acceptance rate of vaccinations. This created some uncertainty in forecasting the
operating results and future cash flows used in our impairment analyses. The principal assumptions, all of which are considered
Level 3 inputs, used in our valuation model include future cash flows, growth rates, discount rates, capital needs and projected
margins, among other factors. See Note 7.
105
6. PROPERTY AND EQUIPMENT
Property and equipment, including finance lease assets, consists of the following at December 31, 2020 and December
31, 2019:
Land
Land improvements
Buildings and recreational facilities
Machinery and equipment
Leasehold improvements
Furniture and fixtures
Construction in progress
Accumulated depreciation
Total
December 31,
2020
December 31,
2019
312,750
$ 318,448
798,256
789,838
600,717
586,547
222,597
193,692
132,971
129,480
85,493
80,212
11,123 28,367
2,163,907 2,126,584
(550,802) (392,152)
$ 1,613,105 $ 1,734,432
Depreciation expense, which included depreciation of assets recorded under capital leases, was $157.7 million and
$165.5 million for the fiscal years ended December 31, 2020 and December 31, 2019, respectively. Interest capitalized as a cost of
property and equipment totaled $0.2 million and $0.2 million for the fiscal years ended December 31, 2020 and December 31,
2019, respectively.
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.
We received insurance proceeds of $10.5 million and $15.3 million during the fiscal years ended December 31, 2020 and
December 31, 2019, respectively, related primarily to hurricane, rain and flooding events that damaged certain property and
equipment during fiscal years 2018 and 2017. These proceeds were recognized within loss (gain) on disposals of assets, net. We
recorded losses, related to these events, of less than $0.1 million and $1.4 million during the fiscal years ended December 31,
2020 and December 31, 2019, respectively. Our losses were offset by gains, related to insurance proceeds receivables, of
$0.7 million and $1.9 million, during the fiscal years ended December 31, 2020 and December 31, 2019, respectively. As of
December 31, 2020, we no longer have a receivable for insurance proceeds related to these storms. Additionally, we recorded a
receivable for insurances proceeds of $2.8 million primarily related to ice storm and fire events that damaged certain property and
equipment during the fiscal year ended December 31, 2020.
106
7. GOODWILL AND INTANGIBLE ASSETS
Goodwill and other intangible assets consist of the following at December 31, 2020 and December 31, 2019:
December 31, 2020
December 31, 2019
Gross
Net
Gross
Net
Useful Carrying
Accumulated
Carrying
Carrying
Accumulated
Carrying
Asset
Life Amount
Amortization
Amount
Amount
Amortization
Amount
Intangible assets with
indefinite lives:
Trade names
$ 53,900
$ - $
53,900
$ 53,900
$ - $
53,900
Liquor licenses
2,463
-
2,463
2,598
-
2,598
Total intangible assets
with indefinite lives
56,363
-
56,363
56,498
-
56,498
Intangible assets with
finite lives:
Member relationships
7-15 years 143,568
(33,055)
110,513
143,567
(22,932)
120,635
Management contracts
2-17 years 3,820
(1,025)
2,795
4,670
(960)
3,710
Internal use software
2-5 years 77,223
(40,888)
36,335
71,760
(30,415)
41,345
Supply agreements
5 years 34,200
(22,564)
11,636
34,200
(15,684)
18,516
Below market rent (2)
3-13 years
2,975
(653)
2,322
Total intangible assets
with finite lives
258,811
(97,532)
161,279
257,172
(70,644)
186,528
Total
$ 315,174
$ (97,532) $
217,642
$ 313,670
$ (70,644) $
243,026
Goodwill
$ 887,312
$
887,312
$ 894,629
$
894,629
(1) Internal use software includes internal use software in progress of $2.6 million and $7.6 million as of December
31, 2020
and December 31, 2019, respectively.
(2) As of December 31,
2019, below market rent was included in intangible assets. Upon adoption of ASC Topic
842 on
January 1, 2020, the
Company reclassified the below market rent
intangible asset to operating
lease right -of -use assets in
the accompanying consolidated balance sheets.
Intangible Assets -Intangible asset amortization expense was $32.0 million and $32.8 million for the fiscal years ended
December 31, 2020 and December 31, 2019, respectively. We recognized impairment losses for net intangible assets of $0.7
million and $0.5 million during the fiscal years ended December 31, 2020 and December 31, 2019.
We test indefinite -lived intangible assets for impairment annually or whenever events or changes in circumstances
indicate that their carrying amount may not be fully recoverable. We test intangible assets with finite lives 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.
For each of the five fiscal years subsequent to 2020 and thereafter the amortization expense is expected to be as follows:
Year
Amount
2021
$ 29,754
2022
23,479
2023
16,678
2024
14,243
2025
12,539
Thereafter
62,017
Total (l)
$ 158,710
(1) Future amortization excludes internal use software in progress of $2.6 million as of December 31, 2020
107
Goodwill —We evaluate goodwill for impairment at the reporting unit level (Golf and Country Clubs, City Clubs and
Stadium Clubs), which are the same as our operating segments. When testing for impairment, we first compare the fair value of
our reporting units to the recorded values. Valuation methods used to determine fair value include analysis of the discounted
future free cash flows that a reporting unit is expected to generate (income approach) and an analysis which is based upon a
comparison of our reporting units to similar companies utilizing a purchase multiple of earnings before interest, taxes,
depreciation and amortization (market approach). These valuations are considered Level 3 measurements. Key assumptions used
in this model include future cash flows, growth rates, discount rates, capital needs and projected margins, among other factors.
If the carrying amount of the reporting units exceeds its fair value, goodwill is considered potentially impaired and a
second step is performed to measure the amount of impairment loss. In the second step of the goodwill impairment test, we
compare the implied value of the reporting unit's goodwill with the carrying value of that unit's goodwill. If the carrying value of
the reporting unit's goodwill exceeds the implied value, an impairment loss is recognized in an amount equal to that excess.
We evaluate goodwill for impairment annually as of the last day of our last fiscal quarter or whenever events or
circumstances indicate that the carrying amount may not be fully recoverable. During the fourth quarter of fiscal year 2020, we
recognized a non -cash goodwill impairment loss of $3.2 million within our Stadium Clubs reporting unit, which is included in
impairment of assets on the consolidated statements of operations. We determined the factors contributing to the impairment loss,
which arose during the fourth quarter of fiscal year 2020, included revised expectations and priorities for the coming years in
response to the negative impact COVID-19 has had on our operations. We did not recognize any goodwill impairment loss during
fiscal years 2019 and 2018.
The following table shows goodwill activity by reporting unit.
December 31, 2019
Goodwill allocated and associated with divested
clubs
Establish the Stadium Clubs segment (i)
Goodwill impairment
December 31, 2020
Golf & City Stadium
Country Clubs Clubs Clubs Total
$ 861,920 $ 32,709 $ — $ 894,629
(4,111) (4,111)
$ (6,902) $ 6,902 —
$ $ (3,206) (3,206)
$ 857,809 $ 25,807 $ 3,696 $ 887,312
(1) During the fourth quarter of 2020, our clubs located within stadiums were moved from our City Clubs reporting unit to a
newly established Stadium Clubs reporting unit. This change was made to provide additional transparency into our
growing stadium club operations and highlight what we believe will be an important strategic growth avenue for us in the
future.
8.OTHER ASSETS AND CURRENT AND LONG-TERM LIABILITIES
Other Assets
As of December 31, 2020 and December 31, 2019, other assets is primarily comprised of membership contract costs of
$14.0 million and $12.4 million, insurance receivables related to fully insured losses of $6.8 million and $5.7 million, debt
issuance costs relating to the revolving credit facility of $1.4 million and $2.3 million and capital reserve funds of $0.9 million
and $3.1 million, respectively.
Membership contract costs —We capitalize incremental contract costs related to commissions paid that are directly
related to new member acquisition and referral incentives given to existing members. As the capitalization of these costs was a
change resulting from our adoption of ASC Topic 606 on December 26, 2018, our membership contract costs were $14.0 million
and $12.4 million as of December 31, 2020 and December 31, 2019, respectively. These contract costs are amortized over the
expected life of an active membership.
Above and Below Market Leases— As of December 31, 2019, below market lease assets were $3.0 million and were
recorded in intangible assets. The above market leases totaled $2.4 million as of December 31, 2019, and were recorded in other
108
liabilities. Upon adoption of ASC Topic 842 on January 1, 2020, the Company reclassified the below market rent intangible asset
to operating lease right -of -use assets in the accompanying consolidated balance sheets.
Current and Long -Term Liabilities
Current liabilities consist of the following at December 31, 2020 and December 31, 2019:
Accrued compensation
Accrued interest
Other accrued expenses
Total accrued expenses
Taxes payable other than federal income taxes
Total accrued taxes
Advance event and other deposits
Unearned dues
Deferred membership revenues
Insurance reserves
Other current liabilities
Total other current liabilities
December 31, December 31,
2020 2019
$ 28,715 $ 23,661
11,552 11,691
32,233 12,556
$ 72,500 $ 47,908
$ 18,564 $ 20,181
$ 18,564 $ 20,181
$ 55,529 $
41,445
43,368
45,197
10,350
5,950
11,545
10,567
3,071
3,601
$ 123,863 $
106,760
(1) We had no federal income taxes payable as of December 31, 2020 and December 31, 2019.
Other long-term liabilities consist of the following at December 31, 2020 and December 31, 2019:
December 31,
December 31,
2020
2019
Uncertain tax positions $ 14,092
$ 12,924
Deferred membership revenues 42,065
28,265
Casualty insurance loss reserves - long-term portion 23,405
21,266
Above market lease intangibles, net (1) -
2,380
Deferred rent 3,410
13,917
Long-term financing obligation - sale -leaseback (2) 186,061
-
Accrued interest on notes payable related to Non -Core Development Entities 2,688
2,688
Other 1,619
1,704
Total other long-term liabilities $ 273,340
$ 83,144
(1) As of December 31, 2019, above market rent was included in other long-term liabilities. Upon adoption of ASC Topic
842 on January 1, 2020, the Company reclassified the above market rent intangible asset, net to operating lease right -of -
use assets in the accompanying consolidated balance sheets.
(2) Represents the financing obligation associated with the purchase and sale agreement with Sculptor to sell the underlying
real estate at 20 of our golf and country clubs for a purchase price of $190.0 million, net of debt issuance costs. See Note
11 for further discussion on this transaction.
109
9. DEBT AND FINANCE LEASES
Long-term borrowings and lease commitments as of December 31, 2020 and December 31, 2019, are summarized
below:
Senior Facilities
Term loan, gross of
discount
Borrowings under the
revolving credit facil ity-
($175,000 capacity)
2025 Senior Notes
2023 Senior Notes
Wells Fargo Mortgage Loan
Other indebtedness
Finance leases
Total obligation
Less net loan origination
fees included in long-term
debt
Less current portion
Less discount on the term
loan
Long-term debt
December 31, 2020
Interest
Carrying Value Rate
December 31, 2019
Interest
Carrying Value Rate
Interest Rate Calculation
Maturity
$ 1,136,813
2.97%
$ 1,148,562
4.85%
LIBOR + a margin of
2024
2.75%
47,000
3.47%
68,000
5.17%
LIBOR + a margin of
2022
3.25%
425,000
8.50%
425,000
8.50%
Fixed
2025
3,536
8.25%
3,536
8.25%
Fixed
2023
95,226
5.15%
96,000
5.15%
3.15% plus the greater
2022
of (i) one month
LIBOR or (ii) 2.00%
2,268
3.71% -
2,333
3.71% -
Fixed
Various
6.00%
6.00%
1,709,843
1,743,431
68,842
61,370
1,778,685
1,804,801
(28,004)
(34,478)
(39,969)
(3,329)
Al�wlllf?:S1
(35,055)
(4,144)
(1) As of December 31, 2020, the revolving credit facility under the Senior Facilities had capacity of $175.0 million, which
was reduced by $47.0 million of borrowings outstanding and $48.9 million of standby letters of credit outstanding,
leaving $79.1 million available for borrowing.
Senior Facilities
On September 18, 2017, in connection with the Merger, C1ubCorp Holdings, by virtue of the Merger, assumed Merger
Sub's obligations under a first lien credit agreement, dated September 18, 2017, by and among Parent, Merger Sub, the lenders
party thereto and Citibank, N.A., as administrative agent, which provides for first lien senior secured financing of up to $1,350.0
million (the "Senior Facilities"), consisting of. a first lien term loan facility in an aggregate principal amount of $1,175.0 million
and a revolving credit facility, in an aggregate principal amount of $175.0 million including both a letter of credit sub -facility and
a swingline loan sub -facility. The credit agreement governing the Senior Facilities was subsequently amended on April 20, 2018
to reduce the applicable margin for the term loan facility and eliminate the single leverage -based reduction of the applicable
margin for the term loan facility. As of December 31, 2020, the Senior Facilities were comprised of (i) a $1,136.8 million term
loan facility, and (ii) $79.1 million available for borrowing under a revolving credit facility, after deducting $48.9 million of
standby letters of credit outstanding and $47.0 million of borrowings outstanding.
As of December 31, 2020, the interest rate on the term loan facility is a variable rate calculated as an elected LIBOR
(with a LIBOR floor of 0.0%) plus a margin of 2.75% per annum or a margin of 1.75% per annum in the case of an alternate base
rate ("ABR") loan. The maturity date of the term loan facility is September 18, 2024. We are required to make principal payments
equal to 0.25% of the original principal amount of the term loan facility on the last business day of March, June, September and
December.
110
As of December 31, 2020, the revolving credit commitments mature on September 18, 2022 and borrowings thereunder
bear initial interest at an elected rate of LIBOR (with a LIBOR floor of 0.0%) plus a margin of 3.25% per annum. We are required
to pay a commitment fee on all undrawn amounts under the revolving credit facility and fees on all outstanding letters of credit,
payable quarterly in arrears. The applicable margin for the revolving loans and revolving facility commitments and the
commitment fees are subject to reductions based upon the net first lien leverage ratio ("Net First Lien Leverage Ratio"). The Net
First Lien Leverage Ratio is defined as the ratio of ClubCorp Holdings' consolidated debt, consisting of loan obligations and other
obligations that are then secured by first -priority liens on the collateral, less unrestricted cash and unrestricted investments,
permitted by the credit agreement governing the Senior Facilities, to pro forma adjusted EBITDA (as defined in the credit
agreement governing the Senior Facilities) and is calculated on a pro forma basis, giving effect to current period acquisitions and
other pro forma events as though they had been consummated on the first day of the period presented. Our Net First Lien
Leverage Ratio for the four quarters ended December 31, 2020 did not trigger a reduction of the applicable margin for the
revolving loans and revolving facility commitments.
With respect to the revolving credit facility only, as long as commitments are outstanding, we are subject to a financial
covenant if we exceed 35% drawn on the total revolving facility commitments, excluding up to $35.0 million of undrawn letters
of credit and cash collateralized letters of credit, at such time ("Testing Condition"). The credit agreement governing the Senior
Facilities requires us to maintain the Net First Lien Leverage Ratio of no greater than 6.10:1.00 as of the end of each fiscal
quarter, solely to the extent that on such date the Testing Condition is met. As of December 31, 2020, the Testing Condition was
not met and the Company was in compliance with all covenant restrictions under the credit agreement governing the Senior
Facilities.
As of December 31, 2020, the $47.0 million of borrowings outstanding under the revolving credit facility does meet the
Testing Condition. As of December 31, 2020, our Net First Lien Leverage Ratio was 5.95:1.00 and we were in compliance with
all covenant restrictions under the credit agreement governing the Senior Facilities.
All obligations under the Senior Facilities are guaranteed by Parent and each existing and all subsequently acquired or
organized direct and indirect material wholly -owned domestic subsidiaries of C1ubCorp Holdings, other than certain excluded
subsidiaries (such subsidiaries, collectively, the "Senior Facilities Guarantors"). The Senior Facilities are secured, subject to
permitted liens and other exceptions, by a first -priority perfected security interest in (a) the equity interests of C1ubCorp Holdings
directly held by Parent and (b) substantially all the assets of C1ubCorp Holdings and the Senior Facilities Guarantors, subject to
certain exclusions.
We may be required to prepay the outstanding term loan facility by a percentage of excess cash flows, as defined by the
credit agreement governing the Senior Facilities, each fiscal year end after our annual consolidated financial statements are
delivered, which percentage may decrease or be eliminated depending on the results of the Net First Lien Leverage Ratio at the
end of each fiscal year. No such prepayment was required with respect to the fiscal year ended December 31, 2020. Additionally,
we are required to prepay the term loan facility with proceeds from certain asset sales if proceeds are not reinvested in the
business within a specified period of time, as defined by the credit agreement governing the Senior Facilities.
We may voluntarily prepay outstanding loans under the Senior Facilities in whole or in part upon prior notice without
premium or penalty, other than customary "breakage" costs.
The credit agreement governing the Senior Facilities limits C1ubCorp Holdings and certain of its subsidiaries ability to:
• incur, assume or guarantee additional indebtedness;
• create liens;
• enter into sale/leaseback transactions or sell assets outside the ordinary course of business;
• make acquisitions or other investments;
• enter into mergers;
• pay dividends or certain other payments to equity holders;
• enter into transactions with affiliates;
• prepay certain subordinated debt;
• agree with others to limit subsidiary distributions;
ill
• enter into a change of control;
• engage in any business other than a similar business, as defined in the credit agreement governing the Senior Facilities;
• amend documents governing certain subordinated debt;
• change the fiscal year; and
• merge out of existence.
C1ubCorp Holdings incurred debt issuance costs in conjunction with the issuance of the term loan facility under the
Senior Facilities of $35.1 million. These have been capitalized and are being amortized over the term of the loan. In conjunction
with the amendment on April 20, 2018, we expensed $0.2 million additional debt issuance costs during the fiscal year ended
December 31, 2019. We did not expense additional debt issuance costs during the fiscal year ended December 31, 2020.
2025 Senior Notes
On August 29, 2017, Merger Sub successfully completed the offering of $425.0 million aggregate principal amount of
senior notes (the "2025 Senior Notes"), maturing on September 15, 2025. On September 18, 2017, C1ubCorp Holdings, by virtue
of the Merger, assumed the obligations under the 2025 Senior Notes. Interest on the 2025 Senior Notes accrues at a fixed rate of
8.50% per annum and is payable semiannually in arrears on March 15 and September 15. C1ubCorp Holdings' obligations under
the 2025 Senior Notes are fully and unconditionally guaranteed by each of the Company's wholly -owned domestic restricted
subsidiaries that guarantees the Senior Facilities.
At any time prior to September 15, 2020, C1ubCorp Holdings may redeem the 2025 Senior Notes, in whole or in part, at
a price equal to 100% of the principal amount of the 2025 Senior Notes redeemed, plus an applicable "make -whole" premium and
accrued and unpaid interest, if any, to the redemption date.
In addition, at any time prior to September 15, 2020, C1ubCorp Holdings may redeem up to 40% of the aggregate
principal amount of the 2025 Senior Notes at a redemption price of 108.5% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the redemption date, with an amount not to exceed the net cash proceeds of certain equity offerings;
provided that at least 50% of the aggregate principal amount of the 2025 Senior Notes originally issued remains outstanding after
the occurrence of such redemption; and provided, further, that such redemption occurs within 90 days of the date of the closing of
such equity offering.
On or after September 15, 2020, C1ubCorp Holdings may redeem all or part of the 2025 Senior Notes at the redemption
prices (expressed as a percentage of principal amount) set forth below plus accrued and unpaid interest, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning on September 15 of the years indicated below:
Year
2020
2021
2022 and thereafter
Redemption Price
104.250%
102.125%
100.000%
If a change of control, as defined in the indenture governing the 2025 Senior Notes, occurs, holders of the 2025 Senior
Notes have the right to require ClubCorp Holdings to repurchase all or any part of their 2025 Senior Notes at a purchase price
equal to 101 % of the aggregate principal amount of the 2025 Senior Notes repurchased, plus accrued and unpaid interest, if any,
to the purchase date.
The indenture governing the 2025 Senior Notes contains covenants that limit, among other things, C1ubCorp Holdings
and certain of its subsidiaries ability to:
• incur, assume or guarantee additional indebtedness;
• create liens;
• enter into sale/leaseback transactions or sell assets outside the ordinary course of business;
• make acquisitions or other investments;
• enter into mergers;
112
• pay dividends or certain other payments to equity holders;
• enter into transactions with affiliates;
• prepay certain subordinated debt; and
• agree with others to limit subsidiary distributions.
C1ubCorp Holdings incurred debt issuance costs in conjunction with assuming the obligations related to the issuance of
the 2025 Senior Notes of $10.6 million. These have been capitalized and are being amortized over the term of the 2025 Senior
Notes.
2023 Senior Notes
On December 15, 2015, C1ubCorp Operations issued $350.0 million of senior notes (the "2023 Senior Notes"), maturing
on December 15, 2023. Interest on the 2023 Senior Notes accrues at a fixed rate of 8.25% per annum payable semiannually in
arrears on June 15 and December 15.
C1ubCorp Operations entered into a supplemental indenture, dated as of August 7, 2017, by and between C1ubCorp
Operations and Wilmington Trust, National Association, as trustee (the "Supplemental Indenture"), which eliminated
substantially all of the restrictive covenants and eliminated or modified certain reporting obligations, certain events of default and
related provisions contained in the indenture governing the 2023 Senior Notes. On September 18, 2017, and in conjunction with
the Merger, $346.5 million of the $350.0 million outstanding 2023 Senior Notes were repurchased at a tender offer price, plus
accrued and unpaid interest thereon.
Wells Fargo Mortgage Loan
On August 9, 2016, we entered into a secured mortgage loan which was guaranteed by C1ubCorp USA, Inc., a wholly -
owned subsidiary of C1ubCorp Operations, (the "Wells Fargo Mortgage Loan") for $37.0 million with an original maturity date of
May 31, 2019 and two one-year extension options. The proceeds of the Wells Fargo Mortgage Loan were primarily used to repay
outstanding balances on the previously existing mortgage loan agreements. We exercised the first option to extend the maturity
through August 9, 2020. On October 31, 2019, in connection with the acquisition of seven golf and country clubs from Toll
Brothers Golf, we entered into an amendment to the Wells Fargo Mortgage Loan ("Amendment") to increase the principal amount
to $96.0 million and change the maturity date to October 31, 2022. We have the option to extend the maturity through October 31,
2023 and a second option to extend the maturity through October 31, 2024 upon satisfaction of certain conditions in the loan
agreement. Additionally, the interest rate was amended to a variable rate calculated as 3.15% plus the greater of (i) one month
LIBOR or (ii) 2.00%. We are required to make principal payments on the first business day of January, April, July and October
starting in October, 2020. The Wells Fargo Mortgage Loan is secured by a first -priority perfected lien on substantially all the
assets of the seven golf and country clubs acquired from Toll Brothers Golf and the four golf and country clubs pledged under the
original loan.
We are subject to a debt service coverage ratio test on the last day of each of our fiscal quarters. In the event we do not
satisfy the coverage ratio hurdle ("DSCR Hurdle"), as defined by the Amendment, we are required to either deposit excess cash
flow, as defined by the Amendment, with the bank or prepay an additional principal amount which would cause us to meet the
DSCR Hurdle. As of December 31, 2020, we satisfied the DSCR Hurdle and were not required to make any additional payments.
In conjunction with the Amendment, we incurred debt issuance costs $1.4 million which have been capitalized and are
being amortized over the term of the loan during the fiscal year ended December 31, 2019. We did not expense additional debt
issuance costs during the fiscal year ended December 31, 2020.
113
The amount of long-term debt maturing in each of the five years subsequent to 2020 and thereafter is as follows. This
table reflects the contractual maturity dates as of December 31, 2020:
Year
Total
2021
$ 15,101
2022
151,066
2023
15,432
2024
1,102,110
2025
425,157
Thereafter
977
Total
$ 1,709,843
10. LEASES
The tables below present the lease balances and their classification in the accompanying consolidated balance sheets as
of December 31, 2020:
Classification December 31, 2020
Assets:
Operating leases Operating lease right -of -use assets $ 111,109
Finance leases Property and equipment, net 64,696
Total lease assets $ 175,805
Liabilities:
Current
Operating leases
Current operating lease liabilities
$ 16,276
Finance leases
Current maturities of long-term debt
24,841
Noncurrent
Operating leases
Long-term operating lease liabilities
113,071
Finance leases
Long-term debt
44,001
Total leases liabilities
$ 198,189
The table below presents the lease costs and their classification in the accompanying consolidated statements of income
as of December 31, 2020:
Lease Cost
Operating lease cost
Operating lease cost
Variable lease cost
Finance lease cost
Amortization of lease assets
Interest on lease liabilities
Total net lease cost
Classification
Club operating costs exclusive of depreciation
Selling, general and administrative
Club operating costs exclusive of depreciation
Depreciation and amortization
Interest expense
December 31, 2020
$ 20,565
1,690
6,569
21,620
3,014
$ 53,458
The Company did not have any leases with an initial and expected term of 12 months or less. Operating lease payments
do not include any costs related to options to extend lease terms as none are reasonably certain of being exercised.
As a result of COVID-19, the Company entered into several lease concessions agreements with our lessors, which
resulted in $3.1 million in rent deferrals and $1.5 million in rent abatements as of December 31, 2020. The Company has elected
to account for lease concessions resulting directly from COVID-19 as though the enforceable rights and obligations to the
114
concessions existed in the respective contracts at lease inception and will not account for the concessions as lease modifications.
None of the concessions resulted in a substantial increase in the Company's obligations. We are in negotiations with several
additional lessors regarding rent relief requests, most in the form of rent deferral; however, it is possible that not all of these
requests will ultimately result in modification of our lease agreements. Furthermore, as a result of COVID-19 and its impact on
our financial condition, the Company has chosen not to pay several of our operating facility leases as they become due even
though rent concessions have not been granted by the respective lessors. As of December 31, 2020, the Company withheld $3.3
million in payments under our contractual operating lease obligations. Subsequent to December 31, 2020, we did not make any
payments related to these contractual operating lease obligations.
Maturities for each of the next five years and thereafter required as of December 31, 2020 under finance leases for
machinery and equipment and operating leases for land, buildings and recreational facilities with initial or remaining non -
cancelable lease terms in excess of one year are as follows:
Year
2021
2022
2023
2024
2025
Thereafter
Minimum lease payments
Less: imputed interest component
Present value of net minimum lease payments of which $24.8 million is included in
current maturities of long-term debt
Operating
Finance Leases
Leases
$ 27,385
$ 22,552
24,643
21,387
13,838
20,916
5,302
19,879
1,620
16,864
269
69,759
$ 73,057
$ 171,357
4,215
$ 68,842
Maturities for each of the next five years and thereafter required as of December 31, 2019 are as follows:
Operating
Year Finance Leases Leases
2020 $ 25,574 $ 24,074
2021 19,462 24,554
2022
2023
2024
Thereafter
Minimum lease payments
Less: imputed interest component
Present value of net minimum lease payments of which $22.5 million is included in
current maturities of long-term debt
13,677
23,587
6,757
22,534
2,093
20,802
86,243
$ 67,563 $
201,794
6,193
$ 61,370
115
Total facility rental expense was $31.0 million, $35.5 million and $34.4 million for the fiscal years ended December 31,
2020, December 31, 2019 and December 25, 2018, respectively. Contingent rent was $6.5 million, $10.8 million and $9.6 million
for the fiscal years ended December 31, 2020, December 31, 2019 and December 25, 2018, respectively.
The table below presents the weighted average remaining lease terms and applicable discount rates as of December 31,
2020:
Weighted average remaining lease term (years):
Operating leases
10.41
Finance leases
3.03
Weighted average discount rate:
Operating leases
5.22 %
Finance leases
4.42 %
The table below presents the cash flows and supplemental information associated with the Company's leasing activities
as of December 31, 2020:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 20,036
Operating cash flows from finance leases $ 2,918
Financing cash flows from finance leases $ 21,535
Right -of -use assets obtained in exchange for lease obligations:
Operating leases $
Finance leases $ 31,729
116
11. SALE -LEASEBACK
On July 17, 2020, certain subsidiaries of the Company entered into a purchase and sale agreement with Sculptor, a non -
related party, to sell the underlying real estate at 20 of our golf and country clubs (the "Properties") for a purchase price of $190.0
million, to be received in two tranches. The first tranche of $126.0 million was received on July 17, 2020. Using the $126.0
million of proceeds from the first tranche, we paid $5.7 million of debt issuance costs and $2.3 million in closing costs, and in
turn received $118.0 million of net proceeds at closing. Subsequent to the closing, we paid an additional $1.0 million in debt
issuance costs for a total of $6.7 million in debt issuance costs on this transaction. Pursuant to the purchase and sale agreement,
the second tranche of $64.0 million will be received through a loan agreement by and between Sculptor, as the borrower, and
certain subsidiaries of the Company, as the lender (the "Loan Agreement"). The maturity date on the Loan Agreement is
January 17, 2023. The interest rate is 6.0% for the first 24 months and 8.0% for the last six months of the Loan Agreement, and
principal is due at maturity. As of December 31, 2020, the total due on the Loan Agreement of $64.0 million is included within
notes receivables, net on the consolidated balance sheet.
Concurrent with the sale of the Properties, certain subsidiaries of the Company and Sculptor entered into a 20-year triple
net lease agreement (the "Master Lease", together with the purchase and sale agreement, the "Sculptor Transaction"), whereby the
Company leased back the Properties at an initial annual rental rate of approximately $16.7 million, subject to annual rent increases
of 2.0%. Under the Master Lease, the Company has the option to extend the term for three separate consecutive ten -year periods.
The Company evaluated the Master Lease as a sale -leaseback of real estate and concluded that it did not transfer control of the
Properties to Sculptor for accounting purposes; therefore this sale -leaseback transaction was accounted for as a financing
transaction. As a result, the Company recorded a liability for the amounts received, continues to depreciate the non -land portion of
the assets, and imputed an interest rate so that the net carrying amount of the financing obligation and remaining non -depreciable
assets will be zero at the end of the primary lease term. The Company will use the proceeds of the sale -leaseback transaction in
compliance with the requirements under its Senior Facilities and 2025 Senior Notes.
As of December 31, 2020, the remaining financing obligation of $190.2 million is included within other current and
long-term liabilities on the consolidated balance sheets. The related financing obligation was estimated based on the present value
of the estimated future lease payments over the lease term of 20 years using an imputed discount rate of approximately 9.0%.
Future minimum payments related to the financing obligation under the Sculptor Transaction as of December 31, 2020
are summarized below:
2021
2022
2023
2024
2025
Thereafter
Minimum lease payments
12. INCOME TAXES
15,501
17,234
17,579
17,931
18,289
311,242
$ 397,776
C1ubCorp 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 C1ubCorp Holdings, owned through lower tier joint ventures, file separate tax returns for
federal and state purposes.
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are
calculated using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the
period that includes the enactment date. Valuation allowances are provided against deferred income tax assets for amounts which
are not considered "more likely than not" to be realized.
117
Loss before income taxes and noncontrolling interests consists of the following:
Domestic
Foreign
The income tax benefit consists of the following:
Current:
Federal
State
Foreign
Total Current
Deferred:
Federal
State
Total Deferred
Total income tax benefit
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
$ (309,189)
$ (192,869)
$ (183,949)
(2,236)
(1,486)
(1,647)
$ (311,425)
$ (194,355)
$ (185,596)
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
$ (10,747)
$ 452
$ (763)
(706)
1,452
3,153
(1,759)
(1,691)
(1,457)
(13,212)
213
933
74,944 39,972 36,627
10,902 6,190 4,366
85,846 46,162 40,993
$ 72,634 $ 46,375 $ 41,926
118
The differences between income taxes computed using the U.S. statutory Federal income tax rate of 21 % and the actual
income tax provision as reflected in the accompanying consolidated statements of operations are as follows:
Expected federal income tax benefit
State taxes, net of federal benefit (expense)
Change in valuation allowance - state
Change in valuation allowance - foreign
Foreign rate differential
Withholding and other permanent - foreign
Adjustments related to uncertain tax positions
Fixed asset deferred adjustment
Tax credits
Nondeductible expenses
Other, net
Actual income tax benefit
income:
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
$ 65,401
$ 40,812
$ 38,975
24,059
7,807
7,667
(13,653)
321
(796)
(32)
134
(1,061)
167
121
160
(1,129)
(1,154)
593
(1,817)
(1,788)
(2,251)
12
(13)
(2,027)
1,100
(45)
1,223
(342)
(217)
(227)
(1,132)
397
(330)
$ 72,634
$ 46,375
$ 41,926
We had the following net operating loss carryforwards at December 31, 2020, which are available to offset future taxable
Expiration
Gross Dates
Type of Carryforward Amount (in years)
Federal tax operating loss $ 481,966 2034 — 2040
State tax operating loss $ 462,044 2021 — 2040
Foreign net operating loss $ 21,522 2030
119
The components of the deferred tax assets and deferred tax liabilities at December 31, 2020 and December 31, 2019 are
as follows:
Deferred tax assets:
Federal tax net operating loss carryforwards
State and foreign tax net operating loss carryforwards
Matured membership deposits
Reserves and accruals
Tax credits
Straight-line rent
Lease Liability - ASC 842
Other
Total gross deferred tax assets
Valuation allowances:
State
Foreign
Total valuation allowance
Deferred tax liabilities:
Discounts on membership initiation deposits and acquired notes
Property and equipment
Intangibles
ROU Asset - ASC 842
Total gross deferred tax liabilities
Net deferred tax liability
December 31, December 31,
2020 2019
$ 83,940 $
62,933
32,328
19,539
61,659
55,128
15,732
13,874
8,278
7,559
176
3,509
31,251
—
3,958
2,527
237,322
165,069
(13,653)
(7,601)
(10,424)
(10,764)
(24,077)
(18,365)
(64,714)
(71,675)
(191,033)
(205,739)
(34,167)
(47,274)
(26,155)
—
(316,069)
(324,688)
$ (102,824)
$ (177,984)
Valuation allowances included above of $24.1 million and $18.4 million at December 31, 2020 and December 31, 2019,
respectively, relate primarily to net operating loss carryforwards in certain states and in Mexico.
GAAP prescribes a recognition threshold and a measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions are recognized in the
financial statements only when it is more likely than not that the tax position will be sustained upon examination by the
appropriate taxing authority that would have full knowledge of all relevant information.
A tax position that meets the more -likely -than -not recognition threshold is measured at the largest amount of benefit that
is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the
more -likely -than -not recognition threshold are recognized in the first subsequent financial reporting period in which that threshold
is met. Previously recognized tax positions that no longer meet the more -likely -than -not recognition threshold are derecognized in
the first subsequent financial reporting period in which that threshold is no longer met.
We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax benefit.
Income tax benefit for the fiscal years ended December 31, 2020, December 31, 2019 and December 25, 2018 includes interest
and penalties of $1.3 million, $2.1 million and $1.0 million, respectively.
120
A reconciliation of the change in our unrealized tax benefit for all years presented is as follows:
Balance at beginning of period
Increases in tax positions for prior years
Decreases in tax positions for prior years
Increases (decreases) due to currency
Balance at end of period
Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
December 31, December 31, December 25,
2020 2019 2018
i 6,660 $ 6,726 $ 5,862
123 131 1,119
(6) (539) (55)
(272) 342 (200)
$ 6,505 $ 6,660 $ 6,726
As of December 31, 2020, tax years 2013 through 2019 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 2013 through 2019 remain open under Mexico
statute; although a prior year is also open as a result of the tax proceedings described below.
As of December 31, 2020 and December 31, 2019, we have recorded a total of $14.1 million and $12.9 million,
respectively, of unrecognized tax benefits related to uncertain tax positions, including interest and penalties of $8.4 million and
$7.1 million, respectively, which are included in other liabilities in the consolidated balance sheets. If we were to prevail on all
uncertain tax positions recorded as of December 31, 2020, the net effect would be an income tax benefit of approximately
$5.7 million, exclusive of any benefits related to interest and penalties.
One of our Mexican subsidiaries is under audit by the Mexican taxing authorities for the 2009 tax year. In 2014, we
received an assessment for this audit. 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 $4.8 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.
On October 6, 2020, the Tax Court in Mexico issued a ruling upholding the assessment imposed by the Mexican taxing
authorities in 2014. The Company continues to believe in the technical merits of its position and filed an appeal in November
2020 in accordance with protocol under the Mexican judicial system. The Company is currently evaluating the Tax Court's ruling
and will continue to assess the need, if any, for any changes to its liability for unrecognized tax benefits related to this assessment.
However, the Company believes that any potential changes to its reserve, if any, would not be significant.
As stated above, 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 December 31, 2020.
13. CLUB ACQUISITIONS AND CLUB DIVESTITURES
Club Acquisitions
Assets and liabilities from business combinations were recorded on our consolidated balance sheets at fair value at the
date of acquisition. The results of operations of such businesses have been included in the consolidated statements of operations
since their date of acquisition.
121
Toll Brothers Portfolio —On October 31, 2019, we acquired a multi -club portfolio of seven golf and country clubs for
combined net cash consideration of $54.3 million.
Golf
Golf and Country Clubs
Type of Club
Market
State
Holes
Oak Creek Golf Club
Public Golf
Washington, DC
MD
18
Belmont Country Club
Private Country Club
Washington, DC
VA
18
Dominion Valley Country Club
Private Country Club
Washington, DC
VA
18
Regency at Dominion Valley Country Club
Private Country Club
Washington, DC
VA
18
Brier Creek Country Club
Private Country Club
Raleigh/Durham
NC
18
Hasentree County Club
Private Country Club
Raleigh/Durham
NC
18
Jupiter Country Club
Private Country Club
Palm Beaches
FL
18
We recorded the following major categories of assets and liabilities:
October 31, 2019
Land, depreciable land improvements and property and equipment
$ 56,430
Receivables
4,194
Intangibles
1,097
Notes receivable
749
Inventory and prepaid assets
732
Other current liabilities
(4,278)
Other long-term liabilities
(4,646)
Total
$ 54,278
TPC Craig Ranch —On December 27, 2018, we purchased TPC Craig Ranch, a private country club in McKinney,
Texas, for net cash consideration of $8.4 million. We recorded the following major categories of assets and liabilities:
December 27, 2018
Land, depreciable land improvements and property and equipment (includes $494 of assets acquired with
finance lease obligation) $ 9,875
Receivables and inventory 366
Notes receivable 286
Long-term debt (obligation related to capital leases) (494)
Membership initiation deposits (771)
Other long-term liabilities (821)
Total $ 8,441
The Ridge Club —On November 27, 2018, we purchased The Ridge Club, a private country club in Sandwich,
Massachusetts, for net cash consideration of $3.8 million. We recorded the following major categories of assets and liabilities:
November 27, 2018
Land, depreciable land improvements and property and equipment (includes $369 of assets acquired with
capital lease obligation) $ 4,318
Inventory and prepaid assets 85
Other current liabilities (247)
Long-term debt (obligation related to capital leases) (369)
Total $ 3,787
Brookstone Golf and Country Club —On July 31, 2018, we purchased Brookstone Golf and Country Club, a private
country club in Acworth, Georgia, for net cash consideration of $3.2 million. We recorded the following major categories of
assets and liabilities:
122
July 31, 2018
Land, depreciable land improvements and property and equipment (includes $42 of assets acquired with
capital lease obligation) $ 3,434
Inventory and prepaid assets 124
Other current liabilities and accrued taxes (298)
Long-term debt (obligation related to capital leases) (42)
Total $ 3,218
Club Divestitures
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.
On October 30, 2020, we sold Deercreek Country Club, private country club located in Jacksonville, Florida. We
recognized a gain of $1.4 million on the sale, which is included in loss (gain) on disposals of assets, net, in the consolidated
statements of operations.
On August 7, 2020, we sold The Club at Cimarron, a private country club located in Mission, Texas. We recognized a
gain of $0.1 million on the sale, which is included in loss (gain) on disposals of assets, net, in the consolidated statements of
operations.
On July 22, 2020, we sold Sun City Peachtree Golf Club, a private country club located in Griffin, Georgia. We
recognized a gain of less than $0.1 million on the sale, which is included in loss (gain) on disposals of assets, net, in the
consolidated statements of operations.
On June 30, 2020, we sold Southern Trace Country Club, a private country club located in Shreveport, Louisiana. We
recognized a gain of $0.4 million on the sale, which is included in loss (gain) on disposals of assets, net, in the consolidated
statements of operations.
On June 30, 2020, we ceased operating three leased public golf facilities in the Sacramento, California market including
Empire Ranch Golf Club in Folsom, California, Turkey Creek Golf Club in Lincoln, California and Teal Bend Golf Club in
Sacramento, California. We recognized a loss of $2.5 million on the lease terminations, which is included in loss (gain) on
disposals of assets, net, in the consolidated statements of operations.
On June 4, 2020, we sold Neuse Golf Club, a semi -private golf club located in Clayton, North Carolina. We recognized a
gain of $0.1 million on the sale, which is included in loss (gain) on disposals of assets, net, in the consolidated statements of
operations.
On May 1, 2020, we sold Hamilton Mill Golf Club, a private country club located in Dacula, Georgia. We recognized a
gain of $1.3 million on the sale, which is included in loss (gain) on disposals of assets, net, in the consolidated statements of
operations.
On May 1, 2020, we sold Traditions of Braselton, a private country club located in Jefferson, Georgia. We recognized a
loss of $1.4 million on the sale, which is included in loss (gain) on disposals of assets, net, in the consolidated statements of
operations.
On November 21, 2019, we sold Shady Valley Golf Club, a private country club located in Arlington, Texas. We
recognized a gain of less than $0.1 million on the sale, which is included in loss (gain) on disposals of assets, net, in the
consolidated statements of operations.
On October 18, 2019, we sold Desert Falls Country Club, a private country club located in Palm Desert, California. We
recognized a loss of $1.5 million on the sale, which is included in loss (gain) on disposals of assets, net, net, in the consolidated
statements of operations.
On October 15, 2019, we sold Northwood Country Club, a private country club located in Lawrenceville, Georgia. We
recognized a gain of $0.4 million on the sale, which is included in loss (gain) on disposals of assets, net, in the consolidated
statements of operations.
123
On March 15, 2019, we sold Country Club of Gwinnett, a semi -private golf club located in Snellville, Georgia. We
recognized a gain of $0.7 million on the sale, which is included in loss (gain) on disposals of assets, net, in the consolidated
statements of operations.
On July 31, 2018, we sold Harbour Club, a leased city club in Charleston, South Carolina, Club Le Conte, a leased city
club in Knoxville, Tennessee and Plaza Club, a leased city club in San Antonio, Texas.
Other than noted above, no material gain or loss on these divestitures was recorded. These divestitures did not qualify as
discontinued operations.
14. EQUITY -BASED COMPENSATION EXPENSE
The following table shows total equity -based compensation expense included in the consolidated statements of
operations:
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
Club operating costs exclusive of depreciation
$ 298
$ 237
$ 602
Selling, general and administrative
1,784
1,465
1,834
Pre-tax equity -based compensation expense
2,082
1,702
2,436
Less: benefit for income taxes
(525)
418
(597)
Equity -based compensation expense, net of tax
$ 1,557
$ 2,120
$ 1,839
Equity -Based Awards —We are a wholly -owned indirect subsidiary of Constellation Club Holdings, Inc., ("Topco").
Funds affiliated with or controlled by Apollo and certain co -investors collectively beneficially own all of the outstanding equity
interests of Topco. We have granted stock option awards and restricted stock units which would be settled in the shares of Topco.
Stock Options
During the fiscal years ended December 31, 2020 and December 31, 2019, we granted equity -based awards to employees
and non -employee directors in the form of stock options, with time -based vesting requirements which require the holder to remain
in continued service with us. Of these stock option awards, approximately one-third vest solely with time -based vesting
requirements, while two-thirds of the stock option awards vest upon the occurrence of a change in control and Apollo's
achievement of a certain internal rate of return and multiple of invested capital performance criteria. The time -based portion vests
in equal installments over five years.
In June 2020, the Company's board of directors approved a stock option modification that reduced certain employees'
and directors' stock option exercise prices to $6.06 and lowered the multiple of invested capital performance criteria. No other
terms were modified. Stock options to purchase a total of 3,522,500 shares of common stock were modified. The modification to
the existing stock options resulted in a $2.4 million incremental increase in the value of the stock options, of which $0.7 million
will be recognized over the life of the remaining service period of the options. The remaining incremental increase in the value of
the stock options will be recognized upon the satisfaction of the performance criteria.
Equity -based compensation expense related to the time -based portion of the options is expensed on a straight-line basis
over the five-year service period. During the fiscal years ended December 31, 2020 and December 31, 2019, we recognized
equity -based compensation expense of $1.2 million and $1.3 million, respectively, related to stock options. Included in this
amount is $0.6 million for the fiscal year ended December 31, 2020 for employee stock option modifications. No equity -based
compensation expense has been recognized on the stock options with a change in control vesting criteria. As of December 31,
2020, the estimated total remaining unamortized share -based compensation expense related to stock options was $8.5 million, of
which $1.3 million is time -based and is expected to be recognized over a weighted -average period of 2.8 years.
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The following table summarizes stock option activity as of December 31, 2020, and the changes during the periods
presented:
Options outstanding, December 25, 2018
Granted
Exercised
Forfeited
Options outstanding, December 31, 2019
Granted
Exercised
Forfeited
Options outstanding, December 31, 2020
Options exercisable, December 31, 2020
Weighted Average
Weighted Average
Remaining
Exercise Price per
Contractual Term
Aggregate
Number of Shares
Share
(in years)
Intrinsic Value
3,402,499
$ 10.24
9.16
$
1,361
875,000
10.62
(611,998)
10.08
3,665,501
$ 10.36
8.45
$
1,622
509,999
6.67
(592,999)
10.16
3,582,501
$ 9.86
7.77
$
4,853
474,747
$ 10.28
7.25
$
841
The following table summarizes our non -vested stock options as of December 31, 2020, and the changes during the years
presented:
Weighted Average
Number
Grant Date
of Shares
Fair Value
Non -vested balance at December 25, 2018
3,222,666
$ 3.61
Granted
875,000
3.21
Exercised
Vested
(159,165)
4.63
Forfeited
(595,331)
3.42
Canceled
Non -vested balance at December 31, 2019
3,343,170
$ 3.48
Granted
509,999
2.55
Exercised
Vested
(210,415)
4.64
Forfeited
(534,999)
3.48
Canceled
Non -vested balance at December 31, 2020
3,107,755
$ 3.34
We utilized an option -based valuation method, Option Pricing Method Backsolve, to estimate the grant date fair value of
stock options with the following assumptions as of December 31, 2020 and December 31, 2019:
December 31,
December 31,
2020
2019
Risk -free rate (1)
0.34%
2.56%
Forfeiture
—%
—%
Expected dividends
—%
—%
Expected volatility (1)
70.0%
49.5%
Expected term (years)
4.75
4.75
(1) The decrease and increase in the risk -free rate and expected volatility, respectively, is due largely to the
uncertainty of
economic and financial market conditions caused by COVID-19.
125
We based the risk -free interest rates on the implied yield available on U.S. Treasury constant maturities in effect at the
time of the grant with remaining terms equivalent to the respective expected terms of the stock options. We calculated the
expected award term using the simplified method. In addition to the time -based vesting criteria, the expected term reflects the
change in control vesting criteria. We determined the expected volatility based on a combination of implied market volatilities and
other factors.
In addition to the variables above, we are also required to estimate at the grant date the likelihood that the award will
ultimately vest (the "pre -vesting forfeiture rate"), and revise the estimate, if necessary, in future periods if the actual forfeiture rate
differs, or recognize forfeitures as they occur. We have elected to recognize the impact of forfeitures as they occur.
Restricted Stock Units
During the fiscal years ended December 31, 2020 and December 31, 2019, we granted 252,325 and 6,745, respectively,
of equity -based awards to certain employees and non -employee directors in the form of restricted stock units ("RSUs"), with
time -based vesting requirements which require the holder to remain in continued service with us.
During the fiscal years ended December 31, 2020 and December 31, 2019, we recognized equity -based compensation
expense of $0.9 million and $0.4 million, respectively, related to RSUs. As of December 31, 2020, the estimated total remaining
unamortized share -based compensation expense related to RSUs was $1.0 million which is expected to be recognized over a
weighted -average period of 1.5 years.
The following table summarizes RSU activity for the years presented:
Non -vested balance at December 25, 2018
Granted
Vested
Forfeited
Canceled
Non -vested balance at December 31, 2019
Granted
Vested
Forfeited
Canceled
Non -vested balance at December 31, 2020
15. RELATED PARTY TRANSACTIONS
Weighted Average
Number Grant Date
of Shares Fair Value
74,109 $ 10.79
6,745 11.12
(51,152) 10.75
29,702 $
10.94
252,325
(47,284)
(8,418)
7.61
11.28
10.89
226,325
7.16
Apollo Global Securities, LLC ("AGS"), an affiliate of Apollo, participated as an arranger in respect of our Senior
Facilities. During the fiscal year ended December 25, 2018, AGS received customary fees of $0.1 million related to its
participation as a co -manager in respect of the amendment to the credit agreement governing the Senior Facilities entered into on
April 20, 2018. We did not pay any fees to AGS during the fiscal years ended December 31, 2020 and December 31, 2019.
On December 18, 2017, the Company executed a management consulting agreement with Apollo Management Holdings,
L.P. (the "Service Provider"), an organization controlled by affiliates of the Company. The term of the agreement is eight years
with two twelve month automatic extensions from the date of execution of the agreement. Fees and terms are negotiated at the
time such services are requested. The Company is required to reimburse the Service Provider for all reasonable out-of-pocket
expenses. We reimbursed the Service Provider less than $0.1 million, $0.1 million and $0.9 million during the fiscal years ended
December 31, 2020, December 31, 2019 and December 25, 2018, respectively.
On December 11, 2017, we sold our investment in Avendra, a purchasing cooperative of hospitality companies in which
we had an equity method investment, to Aramark Corporation. In connection with this sale, C1ubCorp received $122.0 million in
proceeds and recorded a receivable of $1.0 million. An immaterial gain was recognized on the disposition of the investment in
Avendra. During the fiscal year ended December 25, 2018, we collected the $1.0 million receivable and received additional final
sale proceeds of $0.1 million.
126
During the fiscal year ended December 25, 2018, we entered into an arrangement, in the ordinary course, with Diamond
Resorts Management, Inc. ("Diamond Resorts"), an affiliate of Apollo, whereby members of our clubs can receive a discount off
of Diamond Resorts' best available lodging rates and we receive a commission on such bookings. We received less than $0.1
million associated with this arrangement during the fiscal years ended December 31, 2020 and December 31, 2019, respectively.
We did not receive any payments associated with this arrangement during the fiscal year ended December 25, 2018. We also
acted as a sponsor for one of Diamond Resorts golf tournaments for which we paid Diamond Resorts $0.1 million during the
fiscal year ended December 25, 2018. We did not pay Diamond Resort any fees during the fiscal years ended December 31, 2020
and December 31, 2019.
We entered into an arrangement, in the ordinary course, with Mood Media Corporation ("Mood Media"), an affiliate of
Apollo, whereby clubs in our network receive in -club music and telephone on -hold messaging services. We paid Mood Media
$0.1 million, $0.2 million and $0.2 million during the fiscal years ended December 31, 2020, December 31, 2019 and December
25, 2018, respectively.
We entered into an arrangement, in the ordinary course, with CareerBuilder LLC ("CareerBuilder"), an affiliate of
Apollo, whereby we use their advertising services to connect with potential employees. We paid CareerBuilder $0.2 million, $0.1
million and $0.1 million during the fiscal years ended December 31, 2020, December 31, 2019 and December 25, 2018,
respectively.
The Company pays certain capital expenditures and payroll costs and other operating expenses on behalf of BigShots
HoldCo, LLC (`BigShots"), an affiliate of Parent, who reimburses us for such operating expenses. During the fiscal years ended
December 31, 2020 and December 31, 2019, BigShots reimbursed us $0.1 million and $2.6 million, respectively. We did not
receive any reimbursements from BigShots during the fiscal year ended December 25, 2018. As of December 31, 2020 and
December 31, 2019, we had a receivable from BigShots of $5.5 million and $1.1 million, respectively, related to these capital
expenditures and operating expenses.
BigShots used Franchise Creator, Inc., a company owned by a close family member of an officer of the Company, for
franchise consulting services. We paid Franchise Creator, Inc. less than $0.1 million for consulting services during the fiscal year
ended December 31, 2019 on behalf of BigShots. We did not pay Franchise Creator, Inc any fees during the fiscal years ended
December 31, 2020 and December 25, 2018.
We are a wholly -owned indirect subsidiary of Topco. Funds affiliated with or controlled by Apollo and certain co -
investors collectively beneficially own all of the outstanding equity interests of Topco. We have granted stock option awards and
restricted stock units which would be settled in the shares of Topco. On April 25, 2019, in connection with the grant of these
options, an officer of the Company entered into a $0.3 million promissory note payable to Topco. The $0.3 million balance was
repaid on June 10, 2020.
We have entered into an arrangement, in the ordinary course, to lease space for one of our City Clubs from Vanderbilt
Office Properties ("Vanderbilt"), who co -owns the building with an affiliate of Apollo. We paid Vanderbilt $0.3 million, $0.5
million and $0.5 million during the fiscal years ended December 31, 2020, December 31, 2019 and December 25, 2018,
respectively.
16. 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 December 31, 2020, we had capital commitments of $8.2 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
financial statements.
One of our Mexican subsidiaries is under audit by the Mexican taxing authorities for the 2009 tax year. In 2014, we
received an assessment for this audit. 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 $4.8 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.
On October 6, 2020, the Tax Court in Mexico issued a ruling upholding the assessment imposed by the Mexican taxing
authorities in 2014. The Company continues to believe in the technical merits of its position and filed an appeal in November
2020 in accordance with protocol under the Mexican judicial system. The Company is currently evaluating the Tax Court's ruling
127
and will continue to assess the need, if any, for any changes to its liability for unrecognized tax benefits related to this assessment.
However, the Company believes that any potential changes to its reserve, if any, would not be significant.
Initiation deposits eligible to be refunded that have not yet been refunded are recorded as a liability on our consolidated
balance sheets. Certain states have asserted that the initiation deposits that would be deemed dormant under the respective state
law should be escheated to such states and that we remit to them amounts that these states believe represent sums equivalent to
dormant initiation deposits. In addition, the States of Texas and California have brought pending litigation against us purporting to
assert a claim against us for the alleged failure to refund certain initiation deposits that we purportedly collected from former
members (the "Texas and California Litigation Matters"). We expect to vigorously defend ourselves in the Texas and California
Litigation Matters and any other legal proceedings under applicable state laws seeking to have us remit initiation deposits eligible
to be refunded to any of our members that have not been previously refunded to such members during the applicable state's
dormancy period. However, our position as to why initiation deposits are not required to be escheated may not be correct and
there is a risk that one or more state courts or federal courts could determine that the respective state unclaimed property laws do
apply. As a result, we may be required to pay all or a portion of the unclaimed amounts of initiation deposits to one or more of the
states. It is also possible that we could be required to pay penalties and interest on any amounts determined to be owed to these
states if we fail to prevail in our position. The timing of our discussions with these states and of potential settlements and payment
obligations, including any potential penalties or interest, is uncertain due to the complexity of various state laws, contractual and
factual issues. We do not believe it is probable that we will incur interest and or penalties associated with these matters and thus
no liability for interest or penalties has been recorded.
In addition to the matters listed in Item 3. Legal Proceedings, 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 ordinary course of business legal
proceedings and other similar 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 financial statements.
i IFA0 X 03 I Nell 8lei 014`10 04 01 ]QI
Prior to the fourth quarter of 2020, we had two reportable segments, Golf and Country Clubs and City Clubs. As of
December 31, 2020, we have three reportable segments: (1) Golf and Country Clubs, (2) City Clubs and (3) Stadium Clubs. Our
clubs located within stadiums were moved from our City Clubs segment to a newly established Stadium Clubs segment. This
change was made to provide additional transparency into our growing stadium club operations and highlight what we believe will
be an important strategic growth avenue for us in the future. These segments are managed separately and discrete financial
information, including Adjusted EBITDA, our financial measure of segment profit and loss, and Adjusted EBITDA Margin 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 our investors and
lenders have historically used EBITDA-related measures.
EBITDA is defined as net income or loss 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 of
assets, income or loss from divested clubs, loss on extinguishment of debt, non -cash and other adjustments, equity -based
compensation expense and purchase accounting deferred revenue adjustments. The purchase accounting deferred revenue
adjustments represent 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.
Golf and Country Clubs 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.
City Clubs operations consist of social clubs, sports clubs and social and sports clubs. Social clubs provide a setting for
dining, business and social entertainment. Sports clubs provide a variety of recreational facilities and social and sports clubs
provide a combination of the amenities available at social clubs and sports clubs.
Stadium Clubs operations consist primarily of university clubs that target alumni and staff of the universities. University
clubs provide dining and social entertainment, such as business and leadership events, charity galas, weddings and away -game
watch parties.
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 revenues associated with upgrade offerings, corporate overhead
128
expenses and shared services. Corporate expenses and 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 tables below show summarized financial information by segment for the fiscal years ended December 31, 2020,
December 31, 2019 and December 25, 2018:
Revenues
Golf and Country Clubs
City Clubs (1), (2)
Stadium Clubs (1),(2)
Corporate expenses and other operations (2), (3), (4)
Elimination of intersegment revenues and segment reporting adjustments (2),(5)
Revenues relating to divested clubs (6)
Total consolidated revenues
Golf and Country Clubs Adjusted EBITDA (2)
City Clubs Adjusted EBITDA (2)
Stadium Clubs Adjusted EBITDA (2)
Capital Expenditures
Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
December 31, December 31, December 25,
2020 2019 2018
878,916 $ 944,316 $ 885,154
90,420
165,172
166,482
13,216
22,281
21,705
(43,852)
8,846
9,210
(11,524)
(12,301)
(15,620)
10,908 37,082 44,109
$ 938,084 $ 1,165,396 $ 1,111,040
222,665 $ 248,194 $ 248,544
(2,180) $ 25,276 $ 29,551
(300) $ 5,484 $ 5,804
Golf and Country Clubs $ 89,900 $ 112,187 $ 108,790
City Clubs 2,288 11,032 15,925
Stadium Clubs 4,240 855 733
Other operations 281 18,814 6,596
Total consolidated capital expenditures $ 96,709 $ 142,888 $ 132,044
(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, the acquisition of Sequoia Golf on
September 30, 2014 and the Merger on September 18, 2017. Additionally, revenues include non -cash revenues for
member redemptions of future usage credits issued for closed or reduced club operations as a result of COVID-19.
During the fiscal year ended December 31, 2020, members redeemed $42.6 million, $1.9 million and $0.3 million of
credits which were included in Golf and Country Clubs, City Clubs and Stadium Clubs revenues, respectively.
(2) Prior to the fourth quarter of 2020, corporate included reimbursements for certain operating costs at managed clubs
which did not include a markup and had no net impact on operating loss, as such costs were included within club
operating costs and expenses. During the fourth quarter of 2020, we changed how we account for these transactions such
that these reimbursements are reported within the segment the respective managed club rolls to. For comparability
purposes, we recasted revenues and Adjusted EBITDA all years presented. While revenues and Adjusted EBITDA by
segment have changed for all years presented, there was no impact to total revenues and Adjusted EBITDA.
(3) Includes $51.5 million in future usage credits for closed or reduced club operations as a result of COVID-19 during the
fiscal year ended December 31, 2020.
(4) Prior to fiscal year 2020, certain salaries were included in corporate expenses and other operations, but are now included
within their respective reportable segments. These salaries totaled approximately $8.6 million during the fiscal year
ended December 31, 2020. Due to lack of availability of historical information and the level of effort required to
determine the historical information, we did not recast our fiscal year 2019 and fiscal year 2018 results for this change.
129
(5) 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, the acquisition of Sequoia Golf on
September 30, 2014 and the Merger on September 18, 2017.
(6) When clubs are divested, the associated revenues are excluded from segment results for all years presented. See Note 13.
Includes $0.6 million in future usage credits for closed or reduced club operations as a result of COVID-19 during the
fiscal year ended December 31, 2020.
The table below show total assets by segment at December 31, 2020 and December 31, 2019:
December 31, December 31,
2020 2019
Total Assets
Golf and Country Clubs
$
2,677,470
$ 2,767,853
City Clubs
175,311
147,205
Stadium Clubs
20,043
15,459
Other operations
331,366
221,873
Total
$
3,204,190
$ 3,152,390
The following tables present revenues by product type and revenues and long-lived assets by geographical
region,
excluding financial instruments. Foreign operations
are primarily located in Mexico.
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
Revenues by Type
Dues
$ 516,239
$ 577,324
$ 545,441
Food and beverage
166,425
313,974
305,248
Golf
179,665
184,840
178,160
Other
75,755
89,258
82,191
Total
$ 938,084
$ 1,165,396
$ 1,111,040
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
Revenues
United States
$ 934,299
$ 1,159,495
$ 1,105,219
All Foreign
3,785
5,901
5,821
Total
$ 938,084
$ 1,165,396
$ 1,111,040
As of
As of
December 31,
December 31,
2020
2019
Long -Lived Assets
United States
$ 1,630,318
$ 1,748,009
All Foreign
7,658
9,380
Total
$ 1,637,976
$ 1,757,389
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The table below provides a reconciliation of Golf and Country Clubs Adjusted EBITDA and City Clubs Adjusted
EBITDA to loss before income taxes for the fiscal years ended December 31, 2020, December 31, 2019 and December 25, 2018:
Golf and Country Clubs Adjusted EBITDA
City Clubs Adjusted EBITDA
Stadium Clubs Adjusted EBITDA
Interest expense
Interest and investment income
Depreciation and amortization
Impairments and disposition of assets
(Loss) income from divested clubs (2)
Non -cash adjustments (3)
Acquisition and divestiture related costs (4)
Capital structure costs (5)
Centralization and transformation costs (6)
Other adjustments (7)
Equity -based compensation expense (8)
Deferred revenue adjustments (9)
Corporate expenses and other operations (10)
Loss before income taxes
Fiscal Year
Fiscal Year
Fiscal Year
Ended
Ended
Ended
December 31,
December 31,
December 25,
2020
2019
2018
$ 222,665
$ 248,194
$ 248,544
(2,180)
25,276
29,551
(300)
5,484
5,804
(131,697)
(136,730)
(127,496)
2,651
775
1,014
(189,736)
(198,353)
(202,074)
(57,526)
(11,347)
(22,808)
(814)
1,562
3,172
(2,865)
(3,854)
(3,949)
(3,774)
(5,681)
(3,696)
(3,855)
(713)
(1,363)
(6,711)
(27,016)
(29,510)
(83,264)
(24,620)
(14,923)
(2,082)
(1,701)
(2,436)
(9,197)
(9,930)
(13,178)
(42,740)
(55,701)
(52,248)
$ (311,425)
$ (194,355)
$ (185,596)
(1) Includes non -cash impairment charges related to property and equipment, goodwill and intangible assets and loss (gain)
on disposals of assets, net (including property and equipment disposed of in connection with renovations).
(2) Represents net (loss) or income from divested clubs or entities that do not qualify as discontinued operations in
accordance with GAAP.
(3) Includes non -cash items related to purchase accounting associated with the Merger on September 18, 2017, including
straight line rent adjustments related to tenant allowances and above -below market rent adjustments.
(4) Represents legal and professional fees related to the acquisition or divestiture of clubs.
(5) Represents legal and professional fees related to our capital structure, including debt issuance and amendment costs and
costs related to the Sculptor Transaction.
(6) Includes fees and expenses associated with centralization and transformation of administrative processes, finance
processes and related information technology systems.
(7) Represents adjustments permitted by the credit agreement governing the Senior Facilities including future usage credits
for closed or reduced club operations related to COVID-19, severance expense, legal settlements, costs associated with
strategic growth initiatives and bad debt on financed initiation payments.
(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, the acquisition of Sequoia Golf on September 30, 2014 and the Merger on
September 18, 2017.
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(10) Includes other business activities including ancillary revenues related to alliance arrangements, a portion of the revenues
associated with upgrade offerings, costs of operations at managed clubs, corporate overhead expenses and shared
services expenses.
18. SUBSEQUENT EVENTS
We have evaluated the subsequent events through March 9, 2021, the date the financial statements were available to be
issued, in order to determine if any events had occurred that require disclosure or would materially change the financial
statements. There were no material subsequent events to disclose.
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PART III
ITEM 10. MANAGEMENT
The following table provides information regarding our executive officers and the members of the board of directors of
Constellation Club Holdings, Inc. ("Topco") as of March 2, 2021:
Name
Age
Position
David Pillsbury
58
Chief Executive Officer
Robert Morse
65
President and Chief Operating Officer
Andrew Lacko
51
Chief Financial Officer and Treasurer
Emily Decker
41
Chief Legal Officer
Tom Bennison
66
Chief Development Officer
Todd Dupuis
58
Chief Accounting Officer
David Sambur
40
Director
Daniel Cohen
33
Director
Glenn Stevens
51
Director
Jeffrey Jones
58
Independent Member of Board of Director (on Board of Directors)
Michael Gruber
58
Independent Member of Board of Director (on Board of Directors)
David Krone
54
Independent Member of Board of Director (on Board of Directors)
Orlando Ashford
52
Independent Member of Board of Director (on Board of Directors)
Laurie Ann Goldman
58
Independent Member of Board of Director (on Board of Directors)
David Pillsbury has served as our Chief Executive Officer since June 2018. Prior to joining the Company, Mr.
Pillsbury served as the Chief Executive Officer for Canarchy Craft Brewery Collective from December 2017 to May 2018. Mr.
Pillsbury previously served as President of the Laser Spine Institute from July 2015 to March 2016 and as Chief Executive Officer
from March 2016 to January 2017. Prior to that, he served as President of PGA TOUR Golf Course Properties Tournament
Players Clubs from September 2004 to January 2009 and President of PGA TOUR Championship Management including THE
PLAYERS, and EVP of PGA TOUR Tournament Business Affairs from January 2009 to June 2015. Mr. Pillsbury was General
Manager of Nike Golf from July of 2002 to August 2004 where he was responsible for all US operations, marketing and sales. He
started his golf career at American Golf Corporation from June 1988 to June 2002 where he gained experience in all aspects of
golf operations and ultimately became Co -CEO. Mr. Pillsbury received his MBA from the University of Southern California and
his B.A. from the University of California, Berkeley.
Robert Morse has served as our President and Chief Operating Officer since January, 2019. Mr. Morse most recently
served as President of Hospitality for Caesars Entertainment Corporation in Las Vegas from April 2014 to November 2018, where
he was responsible for development, implementation and execution of Caesars hospitality strategy throughout the company's
network of resorts. Prior to Caesars, Mr. Morse served as COO at Intercontinental Hotels Group ("IHG") in Atlanta from
February 2012 to April 2014, where he led the operations activities for franchised and managed hotels across all of IHG's brands
in the Americas region. Mr. Morse served as Managing Principal and Chief Operating Officer for Noble Investment Group from
February 2005 to February 2012. Mr. Morse served Interstate Hotels and Resorts as Chief Operating Officer from November
2003 to January 2005 and as President of the Hotel Operations Division from October 2001 to November 2003. His experience
throughout his vast career in the hospitality industry also includes executive operations positions with Millennium and Copthorne
PLC from April 2000 to October 2001, Meristar Hotels and Resorts from July 1999 to April 2000, Homestead Village Guest
Studios from September 1997 to June 1999 and ITT Sheraton Hotels and Resorts form January 1989 to September 1997. Mr.
Morse holds a B.S. in Hotel and Restaurant Administration from the University of Massachusetts.
Andrew Lacko has served as our Chief Financial Officer and Treasurer since November 2019. Prior to joining the
Company, Mr. Lacko served as Executive Vice President and Chief Financial Officer for Regis Corporation from July 2017 to
November 2019 where he was responsible for all aspects of the company's finance and revenue management functions. Prior to
Regis, Mr. Lacko held various Finance, FP&A, Corporate Development and Investor Relations leadership positions at Hertz
Global Holdings, First Data Corporation, Best Buy, Northwest Airlines and UnitedHealth Group. Mr. Lacko holds a Bachelor of
Science in Business and Master of Business Administration from Carlson School of Management in Minneapolis, Minnesota.
Emily Decker has served as our Chief Legal Officer since May 2019. Prior to that, Ms. Decker served as Senior Vice
President, General Counsel and Secretary for Buffalo Wild Wings, Inc. from April 2014 to June 2018, providing departmental
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oversight for Legal, Enterprise Risk Services, Government Relations, Corporate Social Responsibility and Philanthropy. Ms.
Decker served as the Vice President, General Counsel and Secretary and Director, Franchise Attorney at Buffalo Wild Wings
from August 2007 to April 2014, she also helped create and implement strategies to grow the company and provided legal
counsel in developing brand strategy. Ms. Decker holds a J.D. from University of Michigan Law School and a B.A. from Duke
University.
Tom Bennison has served as our Chief Development Officer since October 2018. Prior to that, Mr. Bennison served as
our Senior Vice President New Business Development and in various other roles primarily in new business acquisitions and
development for more than 25 years. Mr. Bennison has more than 30 years of experience in club business development. His
education includes an associate degree in liberal arts and sciences and additional studies in economics and finance from Richland
College and the University of Texas at Dallas.
Todd Dupuis has served as our Chief Accounting Officer since June 2015. He had previously served as our Vice
President and Controller since May 2008. Mr. Dupuis holds a BBA in Accounting from Lamar University and is a Certified
Public Accountant.
David Sambur is a Co -Lead Partner of Apollo, having joined in 2004. Mr. Sambur has experience in financing,
analyzing, investing in and/or advising public and private companies and their boards of directors. Prior to joining Apollo,
Mr. Sambur was a member of the Leveraged Finance Group of Salomon Smith Barney Inc. Mr. Sambur serves on the boards of
directors of AP Gaming Holdco, Inc. (parent of AGS Capital LLC), Caesars Entertainment Corporation, Caesars Acquisition
Company, Coinstar, LLC, Dakota Parent, Inc. (parent of Diamond Resorts International, Inc.), Rackspace Inc., EcoATM, LLC,
Redbox Automated Retail, LLC, Camaro Parent, LLC (parent of CareerBuilder, LLC) and Mood Media Corporation. Mr. Sambur
previously served on the boards of directors of Hexion Holdings, LLC, Momentive Performance Materials, Inc. and Verso Paper
Corporation. Mr. Sambur is also a member of the Mount Sinai Department of Medicine Advisory Board. Mr. Sambur graduated
summa cum laude and Phi Beta Kappa from Emory University with a bachelor's degree in economics.
Daniel Cohen is currently a Principal at Apollo, having joined in 2012. Mr. Cohen has focused on private equity
investments across a wide range of industries and has experience in financing, analyzing and investing in public and private
companies. Prior to joining Apollo, Mr. Cohen was a generalist in investment banking at Moelis & Company. Mr. Cohen serves
on the board of directors of P1ayAGS, Inc. Mr. Cohen graduated magna cum laude from the Wharton School at the University of
Pennsylvania with a B.S. in Economics, concentrating in Finance and Management.
Glenn Stevens is currently a Talent Management Partner at Apollo, having joined in September 2018. Prior to joining
Apollo, Mr. Stevens was the Head of Talent Management at L Catterton in Greenwich, Connecticut from April 2013 to
September 2018. Mr. Stevens has over 20 years of experience in recruitment and consulting with leading companies and is a
graduate of Princeton University.
Jeffrey Jones retired in December 2012 from his position as Chief Financial Officer of Vail Resorts, Inc. ("Vail"), a
premier mountain resort operator, where he also served as President -Lodging, Retail and Real Estate and held a seat on Vail's
Board of Directors. Mr. Jones had been with Vail since 2003. At Vail, Mr. Jones held overall responsibility for the finance,
accounting, treasury and investor relations functions as well as operations oversight of the lodging, retail, and real estate
segments. Mr. Jones also was the leader of the deal teams responsible for several acquisitions during his tenure at Vail. Prior to
Vail, Mr. Jones was CFO of multiple companies, primarily in the retail sector. Mr. Jones currently serves on the boards of Summit
Hotel Properties, Noodles & Company and Hershey Entertainment & Resorts. He is Lead Independent Director and Chairman of
the Audit Committees for Summit Hotel Properties and Noodles & Company and is Chairman of the Audit and Finance
Committee for Hershey Entertainment & Resorts. Mr. Jones is also a member of the Compensation Committees for Summit Hotel
Properties, Noodles & Company and Hershey Entertainment & Resorts. Also, Mr. Jones is a director of the Advisory Board of
U.S. Bank and is a director of the Leeds School of Business, University of Colorado Boulder. He is a member of the American
Institute of Certified Public Accountants.
Michael Gruber is Chief New Business Officer and Executive Advisor to the CEO for Caesars Entertainment
Corporation. Mr. Gruber is also a partner of Drai's Enterprises. Previously Mr. Gruber was Global Head of the Talent Division
and Senior Vice President of William Morris Agency for 15 years and Talent Agent and Limited Partner of Creative Artists
Agency, working with names such as Chris Rock, Adam Sandler, George Clooney, Ice Cube, Tupac Shakur, Will Smith, Ben
Stiller, and Cindy Crawford. Additionally, Mr. Gruber was a producer of both Television and Film and a part-time professor at the
University of Southern California. Mr. Gruber is a graduate of the University of Maryland and Harvard Business School's AMP.
David Krone previously served as Chief of Staff to former Senate Majority Leader, Harry Reid during 2011 to 2015. Mr.
Krone also served as Deputy Chief of Staff and Senior Advisor under former Senator Reid during 2008 to 2011. Prior to joining
the staff of former Senator Reid, Mr. Krone served as the Executive Vice President of Comcast Corporation in 2008 and the
National Cable and Telecommunications Association during 2002 to 2007. Mr. Krone has more than 15 years of experience in
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marketing and telecommunication and has held various leadership positions with Yankees Entertainment and Sports Network,
GlobalCenter, Inc, AT&T Broadband and Tele-Communications, Inc. Mr. Krone graduated from Pennsylvania State University
with a degree in political science in 1989.
Orlando Ashford currently serves as a Strategic Advisor to Sycamore Partners. Mr. Ashford served as President of
Holland America Cruise Line from 2014 to 2020. Prior to that Mr. Ashford served in multiple senior human resources roles at
Mercer, Marsh & McLennan Companies, Inc. and The Coca-Cola Company. Mr. Ashford serves on the board of ITT Inc., Perrigo
Company plc, Array Technologies, Inc. and Hershey Entertainment & Resorts Company. In addition, Mr. Ashford is an author
and serves on the boards of multiple charitable organizations. Mr. Ashford has a Bachelors Degree and Masters Degree in
Organizational and Industrial Technology from Purdue University.
Laurie Ann Goldman is currently the CEO of LA Ventures, an investment and advisory firm for growth -oriented,
consumer -facing businesses. Ms. Goldman also served on the Board of Directors at New Avon and took over as CEO of New
Avon in 2019 until they were acquired by LG. Ms. Goldman serves on the Board of Directors for GUESS?, Inc., Terminex Global
Holdings, Joe & the Juice, Newlight Technologies and 101 Studios. Ms. Goldman served as CEO of Spanx, Inc. from 2002 to
2014. Prior to those roles, Ms. Goldman held multiple senior roles in marketing at The Coca-Cola Company and R.H. Macy &
Co. Ms. Goldman is on the board of UT McCombs Business School and gives back by mentoring young entrepreneurs. Ms.
Goldman has a Bachelor of Science degree in Communications from the University of Texas at Austin.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following discussion reflects our relationships and related party transactions entered into in connection with the
Merger:
Management Investor Rights Agreement
In connection with the issuance of equity compensation awards to our employees, a Management Investor Rights
Agreement was entered into on December 8, 2017 with such employees, which among other things, in certain cases, would
provide Apollo with "drag -along" and repurchase rights and provide, for such employees, restrictions on transfer.
Management Consulting Agreement
On December 18, 2017, the Company executed a management consulting agreement with Apollo Management Holdings,
L.P., (the "Service Provider") an organization controlled by affiliates of the Company. The term of the agreement is eight years
with two twelve month automatic extensions from the date of execution of the agreement. Fees and terms will be negotiated at the
time such services are requested. The Company is required to reimburse the Service Provider for all reasonable out-of-pocket
expenses. During the fiscal years ended December 31, 2020, December 31, 2019 and December 25, 2018, we reimbursed the
Service Provider $0.1 million, $0.9 million and $0.2 million, respectively.
Transaction Fee Agreement
On December 18, 2017, the Company executed a transaction fee agreement ("Transaction Fee Agreement") with Apollo
Global Securities, LLC, (the "Broker -Dealer"). The Broker -Dealer services are to include their expertise in areas of buying and
selling securities and other similar matters relating to the Company. Fees and terms will be negotiated at the time such services
are requested. We did not pay or incur any fees under this agreement during the fiscal years ended December 31, 2020, December
31, 2019 and December 25, 2018
Participation of Apollo Global Securities, LLC
Apollo Global Securities, LLC ("AGS"), an affiliate of Apollo, participated as an arranger in respect of our Senior
Facilities. During the fiscal year ended December 25, 2018, Apollo Global Securities, LLC, an affiliate of Apollo, received
customary fees of $0.1 million related to its participation as a co -manager in respect of the amendment to the credit agreement
governing the Senior Facilities entered into on April 20, 2018. We did not pay any fees to AGS during the fiscal years ended
December 31, 2020 and December 31, 2019.
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