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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 1997
OR
[ ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the Transition Period from _______________ to _______________.
COBBLESTONE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-09437 33-0597600
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3702 Via de la Valle, Suite 202
Del Mar, CA 92014 (619) 794-2602
(Address of principal offices) (Registrant's telephone number,
including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None.
Securities Registered Pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days. YES [X] NO [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K: [X]
There is no market for the common stock of Cobblestone Holdings, Inc. See
"Item 1 Business--Corporate Background."
As of December 29, 1997, 1,722,449 shares of Cobblestone Holdings, Inc. Common
Stock, par value $.01 per share, were outstanding.
<PAGE>
PART 1
ITEM 1. BUSINESS
GENERAL
Cobblestone Holdings, Inc. ("Cobblestone" or the "Company") is one of the
leading golf course owners and operators in the United States, with a current
portfolio of twenty-four golf properties including both private country clubs
and daily fee (or public) courses. The Company's courses are concentrated in
clusters near metropolitan areas primarily in the Sunbelt states (including
Arizona, California, Georgia, Florida, Texas and Virginia) which have large
golfing populations and attractive climates. This clustering strategy enables
the Company to efficiently manage its portfolio of courses and improve the
profitability of its courses by sharing many administrative functions and
capitalizing on joint marketing opportunities and economies of scale.
The Company's business consists primarily of operating golf courses and
related facilities, with revenue generated from initiation fees and dues, at
private country clubs and semi-private courses, greens fees, food and beverage
concessions, golf cart rentals, retail merchandise sales, driving range fees and
lodging fees. The Company owns eighteen courses, leases four courses (subject to
long-term leases in excess of twenty years, including extension options), leases
one driving range and pro shop facility and manages one additional course. The
Company's portfolio includes ten private country clubs, nine daily fee
facilities and five semi-private facilities.
According to the National Golf Foundation ("NGF"), there are approximately
15,700 golf courses in the United States, which generate approximately $15
billion in annual revenue. The operation of golf courses in the United States is
highly fragmented, with less than 5% of golf courses operated by the largest
fifteen multi-course management companies. The Company believes that the
majority of golf course operators, including real estate developers and
municipalities, are generally involved in golf course management because the
golf course is an important component of their development or community, but
such operators often do not have professional golf course management experience.
As a result, owners are often interested in selling the golf facilities to
third-party operators such as the Company. These owners frequently place
significant emphasis on experience and reputation for quality management in
selecting an owner/operator, and the Company believes that its reputation in
these areas has provided it with a steady supply of attractive acquisition
opportunities.
CORPORATE BACKGROUND
The Company was incorporated on January 18, 1994, by shareholders of
Cobblestone Golf Group, Inc. ("CGGI"). On January 31, 1994, the Company issued
shares of its common and preferred stock in exchange for all of the shares of
CGGI. CGGI was formed in 1992 by Brentwood Golf Partners, L.P. (the
"Partnership"), a partnership organized by Brentwood Associates
("Brentwood"), and James A. Husband. In its five years of operation, CGGI has
become one of the leading golf course management companies in the United States.
Mr. Husband, the Company's President and Chief Executive Officer, has more than
20 years experience in the golf industry, and prior to joining the Company, had
been Chairman and Chief Executive Officer of GolfCorp. (a subsidiary of Club
Corporation International), which he founded and built into one of the largest
public-course management companies in the United States.
The Company is incorporated in Delaware; its executive offices are located at
3702 Via de la Valle, Suite 202, Del Mar, California, 92014; and its telephone
number is (619) 794-2602.
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INDUSTRY OVERVIEW
There are three general types of golf courses: daily fee or public courses,
private country clubs and resort courses. Approximately 70% of the courses in
the United States are daily fee, or public, courses, and approximately 30% are
private country club or resort courses. Daily fee courses derive revenue
primarily from greens fees, golf cart rentals, retail (pro shop) sales and food
and beverage sales. Because the majority of golf course operating costs are
fixed, revenue and operating profit are generally maximized at daily fee courses
by generating the maximum number of golf rounds played. Private courses derive
revenue primarily from initiation fees, monthly membership dues, guest greens
fees and food and beverage sales. Revenue and operating profit are maximized at
private courses by maximizing the number of membership sales and the associated
monthly dues revenue. In addition, certain semi-private courses offer limited
access to the golf facilities to the public in order to maximize revenue.
The Company believes that, despite recent golf course construction in some of
its markets, golf course construction in its markets generally has been
constrained as a result of several factors, including the lack of capital
available for real estate development, the significant land required to build a
golf course and related facilities (approximately 150 acres) and increasing
environmental regulation, particularly with regard to the availability of water
in Arizona and California, two of the Company's primary markets.
BUSINESS STRATEGY
The Company's strategy is to grow its revenue and cash flow by (i) improving
operations and financial performance of its existing portfolio golf courses by
increasing revenue, controlling operating costs and selectively upgrading the
facilities and (ii) identifying and acquiring courses which will benefit from
the Company's management expertise. Key elements of the Company's operating
strategy include:
INCREASE REVENUE
Attracting New Members. The Company aggressively markets its courses within
the local community in order to increase memberships at its private clubs. The
Company positions the golf course and related facilities as an integral social
center of the surrounding community by hosting social, educational and
recreational events, in order to attract non-golfing members. In order to
attract these "social" members, the Company often provides facilities for
community events and charitable organizations, as well as swimming, tennis and
fitness facilities, particularly at those courses that are part of a real estate
development. The Company also tailors the membership program to the facility,
including offering multiple types of memberships (e.g., senior, junior, weekday
golf only, tennis, swimming, social, etc.).
Maximizing Tee Time Utilization. The Company seeks to increase revenue by
expanding the capacity of its daily fee facilities. The Company frequently
implements several simple measures, such as opening seven days a week, opening
earlier in the morning or starting golfers on both the first and tenth holes
simultaneously. The Company also attempts to schedule tournament play into less
popular tee times; provide incentives for members of semi-private courses to
play on weekdays, thereby opening up prime weekend time for fully-priced public
play; and charge premium prices for prime tee times while discounting prices for
less utilized times (e.g., twilight play).
Market Positioning. The Company undertakes a comprehensive review of local
competition, identifying market rates for initiation fees and membership dues,
greens fees, guest and cart fees, private cart policies, and other key revenue
generators. In many cases, the Company is able to increase revenue merely by
raising prices to reflect market conditions and the course improvements
implemented by the Company's management.
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Appeal to Core Golfing Population. The Company targets core golfers in its
markets (defined by the NGF to be golfers who play more than eight rounds per
year). These golfers represent approximately 46% of the golfers in the United
States but play approximately 87% of the rounds. The Company believes that core
golfers represent a stable demand for golf and are generally more willing to
make a significant investment in a golf club membership and pay higher greens
fees than the golfing population as a whole. These golfers also tend to spend
more time at a golf facility and therefore generate higher ancillary revenues.
Facilities Upgrades. Following its acquisition of a golf course, the Company
generally upgrades or improves the facility in order to significantly improve
its appeal to customers and members. Where appropriate, the Company adds
additional courses (including nine hole additions) to existing facilities to
increase course capacity and invests in major clubhouse renovations to support
increased dues and fees. These expenditures are generally non-recurring.
Focus on Non-Golf Operations. The Company also focuses significant effort on
non-golf operations. The Company offers non-golf memberships where additional
facilities (such as swimming, tennis or fitness facilities) are available,
promotes merchandise sales, provides on-course concessions to boost food and
beverage sales, and offers catering and meeting and banquet facilities for
members.
REDUCE OPERATING COSTS
Reducing Administrative Overhead. The Company continually seeks
opportunities to improve its margins by consolidating administrative functions
and eliminating duplicative personnel at its courses in order to reduce
operating costs.
Economies of Scale. As a multi-course operator, the Company is able to
achieve overhead and operating savings not available to owners of individual
properties. For example, the Company employs regional marketing staffs to serve
the courses in a cluster group, and is often able to eliminate an accounting
position at the course level by substituting a corporate controller who has
responsibility for multiple courses. In addition, insurance policies for many
properties, particularly those that are part of a geographical cluster, can be
consolidated under a master insurance policy. The Company's volume purchasing
ability also enables it to achieve savings not available to smaller buyers in
the purchase of almost all retail merchandise and maintenance equipment.
Facilities Upgrades. In addition to implementing facilities improvements in
order to generate increased revenues, the Company also makes capital versus
operating expense decisions based on known economic trade-offs. The Company
attempts to identify strategic opportunities to invest relatively small amounts
of capital in maintenance equipment in order to improve the facility and
simultaneously reduce labor or other operating expenses.
Managing Water Costs. At many of its courses, water is a significant
component of operating costs. The Company typically has two or more alternative
sources of water at each course. The Company continually explores alternative
sources of water. For example, where possible, the Company uses treated effluent
water or constructs wells, rather than utilize more expensive municipal water
for course irrigation.
ACQUISITIONS
The Company is continually involved in the investigation and evaluation of
potential golf course acquisitions and at any time may be discussing possible
transactions, conducting due diligence investigations or otherwise pursuing
acquisition opportunities. The Company's growth strategy is partly driven by its
ability to expand its portfolio of courses.
The Company conducts extensive due diligence when considering acquisition
candidates in order to evaluate the potential financial performance of a given
golf course. The principal criteria considered in the evaluation include course
location, the population size and demographics of the surrounding area, the
number of tourists visiting a market per year and the number of rounds of golf
played by these tourists, course condition, reputation among customers and/or
members, current operating efficiency and local competition.
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During the evaluation of a potential acquisition, the Company considers
carefully the ease of access to the course, the conditions and appeal of the
immediately surrounding land, the proximity of the competition and the climatic
conditions which affect both potential revenue as well as the cost of
maintaining the course. The population base of the surrounding metropolitan area
must be large enough to support both the potential acquisition as well as its
competition. If the acquisition candidate is a resort-oriented course, the
Company also evaluates the size of and trends in the tourist population. The
demographic make-up of the population must be such that a sufficient number and
density of golfers are present. In its evaluation of the operating potential of
a course, the Company looks for correctable operational deficiencies, potential
facility improvements which can be made with a moderate amount of capital
investment and which have a high likelihood of enhancing revenue and reducing
costs, as well as deficiencies in the course's position and reputation. The
competition is evaluated by examining the condition and appeal of the local
courses, the position and reputation in the local market, the likely potential
clientele, and finally, the price points at which the competition operates. In
addition, prior to acquiring a given course, the Company meets with private club
members or forms daily fee course focus groups to discuss the potential
acquisition and major anticipated changes in order to ensure a smooth transition
in ownership.
In addition to the criteria outlined above, the Company incorporates specific
analyses which are dependent upon whether the course is private or daily fee. At
a private course, the set of considerations revolves around the type of members
the course targets, and the potential to increase dues or offer valuable
additional facilities such as banquet rooms, meeting rooms, tennis, fitness
facilities and child-care in order to expand membership. At a daily fee course,
a course may be significantly improved by adjusting greens fees to market level,
by adding or upgrading amenities such as golf cart rental facilities, improving
the pro shop, implementing marketing programs or by promoting tournament play.
The following summarizes the primary components of the Company's acquisition
strategy:
Clustering of Courses. The Company seeks to acquire courses in its existing
geographic clusters, or to form new clusters near densely populated metropolitan
markets. The clustering strategy is designed to facilitate management and
marketing and improve the profitability of each course because of the ability to
share administrative and operating expenses. In addition, clustering allows the
Company to operate facilities with fewer on-site management personnel by
consolidating several course-level management jobs or eliminating them
altogether in favor of a single regional or headquarters position. A cluster
also provides cross-marketing opportunities such as exchanging play privileges,
advertising multiple properties in a single campaign and promoting tournament
play at a course within the cluster.
Focus on Private Country Clubs and High-End Daily Fee Courses. The Company
focuses on acquiring private country clubs and high-end daily fee courses which
attract core golfers in middle and upper-income brackets who are less price
sensitive than the typical public course player. Revenue and cash flows of
private country clubs are generally more stable and predictable than those of
public courses because the receipt of membership dues is independent of the
level of course utilization. In addition, private courses have an easily
identifiable target population which enables a targeted and efficient marketing
effort, particularly if the course is part of a larger residential development.
The typical Cobblestone daily fee course commands higher greens fees than the
average municipal course in its market.
Reputation with Real Estate Developers. Cobblestone has focused on acquiring
courses from real estate developers who have built golf courses primarily as an
enhancement to their residential real estate developments. The Company believes
that its experience and reputation for quality management provide it with a
steady supply of attractive acquisition opportunities from developers seeking
third party owner/operators to professionally manage the facilities.
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Focus on Favorable Golf Markets. The Company targets golf courses in markets
with characteristics which it believes are favorable to golf course ownership
and management. For example, the Company concentrates on acquiring courses
convenient to metropolitan areas with dense populations but relatively few golf
courses in relation to the size of the golfing population. In addition, the
Company focuses on markets with a high number of playable days per year,
enabling the Company to maximize revenue and course utilization and thereby
capitalize on the operating leverage inherent in golf course management.
To date, the Company primarily has targeted acquisitions in the Sunbelt
markets. Maximizing revenue is an important component of profitability due to
the high fixed cost nature of golf course operation, and these markets typically
have minimal weather risks and a high number of playable days per year (i.e.
high capacity). For instance, the number of playable days in Southern California
averages approximately 350, as compared to approximately 200 in the upper
Midwest. Thus, average rounds played per course in the Arizona and California
markets are substantially greater than the national average of approximately
33,000 rounds. Additionally, greens fee pricing in these markets tends to be
higher than the national average because of shortages of supply relative to
demand and the impact of tourists on pricing. Seasonal tourists have fairly
inelastic demand because greens fees represent only a relatively small portion
of overall vacation expenses.
RECENTLY COMPLETED ACQUISITIONS
The Company recently completed two acquisitions as a part of its ongoing
acquisition activities. In February, 1997, the Company acquired Eastlake
Woodlands Country Club ("Eastlake") located near Tampa, Florida. Eastlake is a
private country club with a 36-hole VonHagge/Devlin-designed course, as well as
a clubhouse, food and beverage facilities, pro shop and tennis courts.
In addition, in April, 1997, the Company acquired The Champions Club of
Gwinnett ("The Champions Club") located near Atlanta, Georgia. The Champions
Club is a daily fee golf facility with an 18-hole Steve Melnyck-designed course,
as well as a clubhouse, food and beverage facilities and pro shop.
In November, 1997, subsequent to the Company's fiscal year end, it acquired
Remington Golf Club ("Remington") located near Orlando, Florida. Remington is a
daily fee golf facility with an 18-hole Lloyd Clifton-designed course, as well
as a clubhouse, food and beverage facilities and pro shop.
DEBT OFFERINGS AND CREDIT FACILITY
On June 4, 1996, the Company and its wholly-owned subsidiary, CGGI, completed
two contemporaneous debt offerings (the "Offerings") totaling approximately $100
million. CGGI offered $70 million aggregate principal amount of 11 1/2% senior
notes ("Senior Notes") due 2003. The Company offered 86,000 Units (the "Unit
Offering"), each consisting of $1,000 principal amount at maturity of 13 1/2%
senior zero-coupon notes due 2004 and one share of common stock, par $.01 per
share, of Holdings. The net proceeds of the Unit Offering was approximately
$28.1 million and was contributed as additional paid-in capital to CGGI.
The primary use of proceeds of the Offerings was to repay existing bank debt
and accrued interest of $83.9 million, capital leases of $4.2 million, other
long term debt of $2.4 million, financing fees and closing costs of $6.0
million, and the remainder was used to partially finance the acquisition of
Eagle Crest Golf Club purchased in June, 1996. In addition, the Company obtained
a new $50 million bank facility (the "New Credit Facility") consisting of a $45
million revolver for future acquisitions and capital projects and a $5 million
working capital facility.
In October, 1996, the Company exchanged the debt issued in June, 1996
("Private Notes") for notes registered under the Securities Act of 1933 (the
"Exchange Notes").
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COMPETITION
The Company competes for members and players with existing golf courses. Where
the Company's courses are membership courses which are part of a housing
development project, competition is often limited. At those courses where there
is significant competition from other golf courses, the Company believes that it
competes less on the basis of price than on the overall quality of its
facilities, which is a function of customer service, the quality and the state
of maintenance of the facilities as well as available amenities.
The Company believes it and its management enjoy a favorable reputation in the
industry. The Company principally competes for the acquisition of golf courses
on a national level with a small number of national golf course management
companies, which include National Golf Properties, Inc. (a publicly-traded real
estate investment trust) and Club Corporation International and for the lease
and/or management of golf courses on a national level with American Golf
Corporation and Club Corporation International. The Company also competes on a
local level with several smaller, regional companies.
EMPLOYEES
As of September 30, 1997, the Company employed approximately 1,977 persons.
The Company believes that its employee relations are good. None of the Company's
employees are represented by a labor union.
GOVERNMENTAL REGULATION
Environmental Matters. Operations at the Company's golf courses involve the
use and storage of various hazardous materials such as herbicides, pesticides,
fertilizers, motor oil and gasoline. Under various federal, state and local
laws, ordinances and regulations, an owner or operator of real property may
become liable for the costs of removing such hazardous substances that are
released on or in its property and for remediation of its property. Such laws
often impose liability regardless of whether a property owner or operator knew
of, or was responsible for, the release of hazardous materials. In addition, the
presence of such hazardous substances, or the failure to remediate the
surrounding soil when such substances are released, may adversely affect the
ability of a property owner to sell such real estate or to pledge such property
as collateral for a loan. Prior to acquiring golf courses, it is the Company's
practice to commission preliminary environmental assessments ("Phase I
assessments") to evaluate the environmental condition of, and potential
environmental liabilities associated with, such properties. Phase I assessments
generally consist of an investigation of environmental conditions at the subject
property (not including soil or groundwater sampling or analysis), as well as a
review of available information regarding the site and conditions at other sites
in the vicinity. The Phase I assessments have not revealed any environmental
liability that the Company's management believes would have a material adverse
effect on the Company's business, assets or results of operation, and the
Company believes that it is in material compliance with all environmental laws,
ordinances and regulations applicable to its properties and operations. No
assurance, however, can be given that the Phase I assessments reveal all
potential environmental liabilities or that such environmental liabilities,
whether or not material, may not arise in the future.
General. The Company is subject to the Fair Labor Standards Act and various
state laws governing such matters as minimum wage requirements, overtime and
other working conditions and citizenship requirements. A significant number of
the Company's golf course personnel receive the federal minimum wage, and
increases in the minimum wage would increase the Company's labor costs. In
November 1996, an initiative passed to raise the minimum wage in California to
$5.00 per hour effective March 1, 1997, and to $5.75 per hour effective March 1,
1998. Also, the Federal minimum wage increased from $4.25 per hour to $4.75 per
hour on October 1, 1996, and again to $5.15 per hour on September 1, 1997.
Employers must pay the higher of the Federal or State minimum wage. The Company
will attempt to offset increases in the minimum wage through pricing and other
cost control efforts; however, there can be no assurance that the Company will
be able to pass such additional costs on to its customers and members. In
addition, the Company is subject to certain state "dram-shop" laws, which
provide a person injured by an intoxicated individual the right to recover
damages from an establishment that wrongfully served alcoholic beverages to the
intoxicated individual. The Company is also subject to the Americans with
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Disabilities Act of 1990, which, among other things, may require certain minor
renovations to various clubhouses at the Company's properties to meet federally
mandated access and use requirements. The cost of these renovations is not
expected to be material to the Company. The Company believes it is operating in
substantial compliance with applicable laws and regulations governing its
operations.
ITEM 2. PROPERTIES
The following tables set forth certain information regarding the Company's 24
golf properties:
Market and Design
<TABLE>
<CAPTION>
TYPE OF
COURSE NAME LOCATION OPERATION TYPE OF COURSE
- ------------------- ----------------- --------- --------------
<S> <C> <C> <C>
Southern California Courses
Balboa Park G.C. San Diego, CA Leased (1)
Carmel Mountain Ranch C.C. San Diego, CA Leased 18 Hole public
Morgan Run Resort and Club Rancho Santa Fe, CA Owned 27 Hole semi-private
El Camino C.C. Oceanside, CA Owned 18 Hole private
Red Hawk G.C. Temecula, CA Managed 18 Hole public
Saticoy Regional G.C. Ventura, CA Leased 9 Hole municipal
The Vineyard at Escondido Escondido, CA Leased 18 Hole municipal
Eagle Crest Golf Club Escondido, CA Owned 18 Hole public
Phoenix Courses
Ahwatukee C.C. Phoenix, AZ Owned 18 Hole semi-private
The Lakes at Ahwatukee Phoenix, AZ Owned 18 Hole public
The Foothills G.C. Phoenix, AZ Owned 18 Hole public
Red Mountain Ranch C.C. Mesa, AZ Owned 18 Hole semi-private
Texas-Austin Courses
Hills of Lakeway(2) Austin, TX Owned 18 Hole private
Live Oak Golf Course(2) Austin, TX Owned 18 Hole semi-private
Yaupon Golf Course(2) Austin, TX Owned 18 Hole semi-private
Texas-Dallas Courses
Stonebridge C.C. Mc Kinney, TX Owned 18 Hole private
The Ranch C.C. Mc Kinney, TX Owned 18 Hole private
The Trophy Club Trophy Club, TX Owned 36 Hole private
Woodcrest C.C. Dallas, TX Owned 18 Hole private
Dallas-Houston Courses
Pecan Grove Plantation C.C. Richmond, TX Owned 27 Hole private
Sweetwater C.C. Sugar Land, TX Leased 36 Hole private
South-East Courses
Brandermill C.C. Richmond, VA Owned 18 Hole private
Eastlake Woodlands C.C. Oldsmar, FL Owned 36 Hole private
The Champions Club of Gwinnett Snellville, GA Owned 18 Hole public
</TABLE>
- ------------------------------------
(1) The Company operates a driving range, pro shop and golf cart rental facility
in connection with an 18-hole public course operated by the City of San
Diego.
(2) The Company owns a tennis facility (the World of Tennis) and a golf practice
and instruction facility (the Academy of Golf) which are components of these
Austin facilities.
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Facilities and Services
<TABLE>
<CAPTION>
DRIVING FOOD & FITNESS
COURSE NAME RANGE CARTS CLUBHOUSE BEVERAGE PRO SHOP POOL TENNIS LODGING CENTER
- -------------------------------------- ------- ----- --------- -------- -------- ---- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Southern California Courses
Balboa Park G.C. Yes Yes Yes Yes Yes
Carmel Mountain Ranch C.C. Yes Yes Yes Yes Yes
Morgan Run Resort and Club Yes Yes Yes Yes Yes Yes Yes Yes Yes
El Camino C.C. Yes Yes Yes Yes Yes Yes Yes Yes
Red Hawk G.C. Yes Yes Yes Yes
Saticoy Regional G.C. Yes Yes Yes Yes
The Vineyard at Escondido Yes Yes Yes Yes Yes
Eagle Crest Golf Club Yes Yes Yes Yes Yes
Phoenix Courses
Ahwatukee C.C. Yes Yes Yes Yes Yes
The Lakes at Ahwatukee Yes Yes Yes
The Foothills G.C. Yes Yes Yes Yes Yes
Red Mountain Ranch C.C. Yes Yes Yes Yes Yes Yes Yes Yes
Texas-Austin Courses
Hills of Lakeway Yes Yes Yes Yes Yes Yes Yes Yes
Live Oak Golf Course Yes Yes Yes Yes Yes
Yaupon Golf Course Yes Yes Yes
Texas-Dallas Courses
Stonebridge C.C. Yes Yes Yes Yes Yes Yes Yes Yes Yes
The Ranch C.C. Yes Yes Yes Yes Yes Yes Yes
The Trophy Club Yes Yes Yes Yes Yes Yes Yes
Woodcrest C.C. Yes Yes Yes Yes Yes Yes
Texas-Houston Courses
Pecan Grove Plantation C.C., Yes Yes Yes Yes Yes Yes Yes Yes
Sweetwater C.C. Yes Yes Yes Yes Yes Yes Yes Yes
South-East Courses
Brandermill C.C. Yes Yes Yes Yes Yes Yes Yes
Eastlake Woodlands C.C. Yes Yes Yes Yes Yes Yes Yes
The Champions Club of Gwinnett Yes Yes Yes Yes Yes
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
From time to time, lawsuits are filed against the Company in the ordinary
course of business. The Company is not a party to any litigation that, in the
judgment of management after consultation with counsel, is likely to have a
material adverse effect on the Company or its business. The Company carries
property and casualty insurance and insurance under umbrella policies in such
amounts and with such coverages as the Company believes to be adequate.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established trading market for the Company's common stock. As of
December 29, 1997, there were 32 record owners of the Company's common stock.
All of the Common Stock of each of the Company's subsidiaries is owned by the
Company or a single subsidiary of the Company except (i) Cobblestone Texas,
Inc., Bellows Golf Group, Inc. and Whispering Palms Country Club Joint Venture
each have two record owners; (ii) Ocean Vista Land Company has 23 record owners;
and (iii) Golf Course Inns of America, Inc. has 4 record owners. There is no
established trading market for such common stock.
The Company and its subsidiaries do not pay cash dividends. The Indenture
related to the Exchange Notes and the New Credit Facility all contain
restrictions as to the declaration and payment of dividends. See "Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the notes to consolidated financial statements included
elsewhere in this report.
[The remainder of this page intentionally left blank]
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ITEM 6. SELECTED FINANCIAL DATA
The consolidated financial data set forth below for each of the years in the
five-year period ended September 30, 1997, are derived from the consolidated
financial statements that have been audited by Ernst & Young LLP, independent
auditors. The selected financial data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's financial statements and the notes
thereto included herein.
<TABLE>
<CAPTION>
Year Ended
September 30,
---------------------------------------------------------
1997 1996 1995 1994 1993
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Statement of Operations Data(1):
(dollars in thousands)
Operating revenues ..................................$ 81,941 $ 62,123 $ 49,863 $ 24,893 $ 6,507
Course-level operating expenses(2) .................. 58,787 43,398 34,427 16,818 4,184
General and administrative expenses ................. 4,029 3,450 2,517 1,997 1,620
Depreciation and amortization expense ............... 8,909 7,534 6,145 3,469 825
-------- -------- -------- -------- --------
Income (loss) from operations ...................... 10,216 7,741 6,774 2,609 (122)
Interest expense, net ............................... (15,273) (11,691) (8,019) (3,515) (530)
Gain on insurance settlement ........................ -- 738 747 -- --
Minority interest ................................... -- -- -- -- (195)
-------- -------- -------- -------- --------
Loss before income taxes and extraordinary item ..... (5,057) (3,212) (498) (906) (847)
Provision for income taxes .......................... 49 209 208 72 6
-------- -------- -------- -------- --------
Loss before extraordinary item ...................... (5,106) (3,421) (706) (978) (853)
Extraordinary item .................................. -- (3,520) -- (428) --
-------- -------- -------- -------- --------
Net loss ............................................$ (5,106) $ (6,941) $ (706) $ (1,406) $ (853)
======== ======== ======== ======== ========
Other Operating Data:
(dollars in thousands)
EBITDA(3) ...........................................$ 19,125 $ 15,275 $ 12,919 $ 6,078 $ 703
Net cash provided by operating activities ........... 6,890 7,276 2,294 1,883 154
Net cash used in investing activities ............... (23,309) (13,428) (57,020) (32,970) (25,454)
Net cash provided by financing activities ........... 13,359 11,910 54,247 31,027 26,659
Number of golf properties(4) ........................ 24 22 19 12 7
<CAPTION>
At September 30,
------------------------------------------------------
1997 1996 1995 1994 1993
--------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
(dollars in thousands)
Cash ................................................$ 3,519 $ 6,579 $ 821 $ 1,299 $ 1,359
Total assets ........................................ 182,270 168,498 146,990 86,097 46,258
Total long-term debt and capital leases ............. 129,333 109,459 86,918 45,301 14,412
Total liabilities ................................... 149,635 130,757 103,620 54,636 19,885
Total redeemable preferred stock .................... 42,241 42,241 42,241 33,611 27,121
Total stockholder's equity (net capital deficiency)... (9,606) (4,500) 1,129 (2,150) (748)
</TABLE>
(Footnotes appear on the following page)
10
<PAGE>
(1) The Company acquired or leased two courses in fiscal 1997, two in fiscal
1996, seven in fiscal 1995, five in fiscal 1994 and an additional seven in
fiscal 1993. The Company also entered into a management contract to operate
one course in fiscal 1996. The Company's results of operations include the
results of acquired courses from their dates of acquisition and not for any
periods prior to acquisition. As a result, the Company's historical results
of operations for any particular period do not generally represent the full
revenue and cash flow generating capability of its golf course portfolio as
of the end of such period. The Company's results of operations for the year
ended September 30, 1997, include the results of one course for seven
months, one course for six months and 22 courses for the full year.
(2) Course-level operating expenses include cost of golf course operations
(e.g., salaries, taxes, utilities), cost of food and beverages and cost of
pro shop sales.
(3) EBITDA represents net income before interest expense, income taxes,
extraordinary item, gain on insurance settlement, minority interest and non-
cash charges of depreciation and amortization. EBITDA is presented because
it is a widely accepted financial indicator of a company's ability to
service and/or incur indebtedness. However, EBITDA should not be considered
as an alternative to net income as a measure of the Company's operating
results or to operating cash flow as a measure of liquidity. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Private Membership Clubs; Accounting Treatment of Initiation
Fees."
(4) Of such twenty-four properties at September 30, 1997, eighteen
courses were owned by the Company, four courses were operated under long-
term leases, one driving range/pro shop facility was leased and one course
was managed by the Company pursuant to a management contract.
[The remainder of this page intentionally left blank]
11
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company's business consists primarily of operating golf courses and
related facilities, with revenue generated from initiation fees, membership
dues, green fees, food and beverage concessions, golf cart rentals, retail
merchandise sales, driving range fees and lodging fees. The Company owns and
operates eighteen courses, leases four courses (subject to long-term leases in
excess of twenty years, including extension options), leases one driving range
and pro shop facility and manages one additional facility. The Company's
portfolio includes ten private country clubs, nine public facilities and five
semi-private facilities.
SEASONALITY
Seasonal weather conditions reduce the playing season at certain of the
Company's golf courses. As a result, the second half of the Company's fiscal
year tends to account for a greater portion of the Company's operating revenue
and EBITDA than does the first half. This seasonal pattern, as well as the
timing of new course purchases or leases, may cause the Company's results of
operations to vary significantly from quarter to quarter.
PRIVATE MEMBERSHIP CLUBS; ACCOUNTING TREATMENT OF INITIATION FEES
The Company's private clubs generate revenues from initiation fees, monthly
membership dues and ancillary services such as golf carts, driving range, food
and beverage and lessons. As a club increases its membership base, the monthly
membership dues stream represents a significant percentage of its revenues.
During periods in which a club is substantially increasing its members,
initiation fees will represent a greater percentage of revenues and may cause
fluctuations in prior year period comparisons.
The Company has designed its membership programs to maximize the long-term
profitability of its clubs. A key component of this strategy is structuring the
initiation fee to have a club's members make a meaningful investment in the
club. As a result, at certain of the Company's private clubs, the Company has
designed a program under which a new member generally will make an initial
deposit of 50% of the initiation fee upon joining a club, with the remaining
balance to be paid in equal monthly installments generally over a period of
three to five years pursuant to a note secured by the membership.
The Company recognizes as revenue the amount of the deposit plus the amount of
the note, less a provision for doubtful accounts at the time the membership is
sold. These promissory notes generally do not bear market interest rates and are
recorded at net present value using the effective interest method. The Company
periodically reviews the collectibility of these receivables and provides an
appropriate allowance for credit losses. As a result, as of September 30, 1997,
the Company has estimated a reserve of $0.8 million for possible future bad
debts. For fiscal 1997, non-cash initiation fees constituted approximately $0.5
million 0.6% of revenues.
12
<PAGE>
SOURCES OF REVENUE
The following summarizes the primary components of the Company's revenue:
GOLF REVENUES
Membership Dues. The Company's private country clubs generate a significant
percentage of their revenue from the collection of monthly membership dues from
the members. These monthly membership dues (which vary by facility) generally
represent a stable and predictable source of income because they are independent
of golf course (or other facilities) utilization, do not vary seasonally and are
derived from a loyal customer base. The Company typically offers several
different memberships, including golf and non-golf programs. For fiscal 1997,
the Company had $23.3 million in revenue from membership dues, representing
approximately 28% of total fiscal 1997 revenue.
Initiation Fees. The Company also generates a significant percentage of its
revenue from initiation fees received from new members. For fiscal 1997, the
Company had $10.8 million in revenue from initiation fees, representing
approximately 13% of total fiscal 1997 revenue. See "Private Membership
Clubs; Accounting Treatment of Initiation Fees."
Daily Greens Fees. The Company derives revenue at daily fee courses, semi-
private and private clubs (guest greens fees) from the payment of daily greens
fees. At daily fee courses, these fees range from $11 to $100. At those private
courses where a daily fee is required, the fee ranges from $30 to $105. For
fiscal 1997, the Company had $14.3 million in revenue from greens fees,
representing approximately 17% of total fiscal 1997 revenue.
Golf Cart Rentals. At all of the Company's golf courses, golf carts are
available for rent for fees ranging from $9 to $15. For fiscal 1997, the Company
had $8.8 million in revenue from golf cart rentals, representing approximately
11% of total fiscal 1997 revenue.
Driving Range Fees. The Company operates a driving range at 21 of its golf
facilities. For fiscal 1997, the Company had $1.9 million in revenue from
driving range fees, representing approximately 2% of total fiscal 1997 revenue.
NON-GOLF RELATED REVENUES
Food and Beverage Sales. The Company's golf facilities offer food and beverage
concessions (ranging from snack bars to dining rooms, catering and meeting and
banquet facilities). For fiscal 1997, the Company had $13.1 million in revenue
from food and beverage sales, representing approximately 16% of total fiscal
1997 revenue. Gross operating margin from food and beverage sales was 67% for
fiscal 1997. The Company has no plans to make significant changes to its food
and beverage operations.
Pro Shop Sales. At each of the Company's golf courses, the Company operates a
retail pro shop. For fiscal 1997, the Company had $6.2 million in revenue from
pro shop sales, representing approximately 8% of total fiscal 1997 revenue.
Gross operating margin from pro shop sales was 26% for fiscal 1997. The Company
has no plans to make significant changes to its pro shop operations.
Lodging Fees. The Company operates an 89-room lodge at Morgan Run Resort and
Club and a four-room lodge at Stonebridge Country Club (located in McKinney,
TX). For fiscal 1997, the Company had $1.8 million in revenue from lodging fees,
representing approximately 2% of total fiscal 1997 revenue. Gross operating
margin from lodging fees was 43% for fiscal 1997. The Company does not intend to
pursue additional lodging facility acquisitions unless they are in conjunction
with golf course facility acquisitions.
13
<PAGE>
RESULTS OF OPERATIONS
Fiscal Year Ended September 30, 1997 Compared to Fiscal Year Ended September
30, 1996
Operating Revenue. Operating revenue increased to $81.9 million in fiscal
1997 from $62.1 million in fiscal 1996, an increase of $19.8 million or 31.9%.
Of this increase, $4.7 million is attributable to operating revenue for the two
courses acquired by the Company in fiscal 1997. Operating revenue attributable
to courses acquired in fiscal 1996 but owned for all of fiscal 1997 accounted
for $10.3 million of this increase. The remaining $4.8 million is attributable
to increased revenue from the Company's other facilities.
Course-level Operating Expenses. Course-level operating expenses, which
include costs of golf course operations (e.g., salaries, taxes and utilities),
costs of food and beverage sales and costs of pro shop sales increased to $58.8
million in fiscal 1997 from $43.4 million in fiscal 1996, an increase of $15.4
million or 35.5%. Of this increase, $1.1 million is attributable to additional
operating lease expense related to Carmel Mountain Ranch Country Club and
Sweetwater Country Club. Of the remainder, $3.5 million is attributable to
course-level operating expenses from courses acquired by the Company in fiscal
1997 and course-level operating expenses (before operating lease expense)
attributable to courses acquired in fiscal 1996 but owned for all of fiscal 1997
accounted for $6.9 million of this increase. The remaining $3.9 million is
attributable to increased operating expenses at the Company's other facilities.
General and Administrative Expenses. General and administrative expenses
primarily consist of corporate salaries and related expenses and legal and
accounting fees. General and administrative expenses increased to $4.0 million
in fiscal 1997 from $3.4 million in fiscal 1996, an increase of $0.6 million or
16.8%. The increase in expense was related to expanded membership marketing
efforts and additional overhead to support the Company's expanded operations.
General and administrative expenses as a percentage of operating revenue was
4.9% in fiscal 1997, a decrease from 5.6% in fiscal 1996.
Depreciation and Amortization Expense. Depreciation and amortization expense
increased to $8.9 million in fiscal 1997 from $7.5 million in fiscal 1996, an
increase of $1.4 million or 18.3%. Of this increase, $0.5 million is
attributable to depreciation and amortization expense from courses acquired by
the Company in fiscal 1997 and depreciation and amortization expense
attributable to courses acquired in fiscal 1996 but owned for all of fiscal 1997
accounted for $0.5 million of this increase. The remainder is due to
depreciation and amortization expense on various capital projects completed
during fiscal 1997.
Income from Operations. Income from operations increased to $10.2 million in
fiscal 1997 from $7.7 million in fiscal 1996, primarily due to the factors
described above. Income from operations as a percentage of operating revenue was
12.5% in fiscal 1997 and 1996.
Interest Expense, Net. Interest expense, net, increased to $15.3 million in
fiscal 1997 from $11.7 million in fiscal 1996, an increase of $3.6 million or
30.6%, due to the additional debt incurred as a result of the Offerings and to
the increase in the level of outstanding debt incurred to finance additional
acquisitions.
Provision for Income Taxes. The Company recorded a $49,000 provision for
income taxes, which reflects the fact that certain subsidiaries generate taxable
income in individual states and localities notwithstanding the Company's
consolidated loss for financial reporting purposes.
Net loss. Net loss decreased to $5.1 million in fiscal 1997 from $6.9 million
in fiscal 1996. In addition to the factors discussed above, in fiscal 1996, the
Company recorded an extraordinary loss of $3.5 million from the write-off of
previously deferred debt issuance costs related to the debt that was paid off in
June, 1996.
14
<PAGE>
FISCAL YEAR ENDED SEPTEMBER 30, 1996 COMPARED TO FISCAL YEAR ENDED SEPTEMBER
30, 1995
Operating Revenue. Operating revenue increased to $62.1 million in fiscal
1996 from $49.9 million in fiscal 1995, an increase of $12.3 million or 24.6%.
Of this increase, $3.0 million is attributable to operating revenue for the two
courses acquired by the Company in fiscal 1996. Operating revenue attributable
to courses acquired in fiscal 1995 but owned for all of fiscal 1996 accounted
for $3.9 million of this increase. The remaining $5.4 million is attributable
to increased revenue from the Company's other facilities.
Course-level Operating Expenses. Course-level operating expenses, which
include costs of golf course operations (e.g., salaries, taxes and utilities),
costs of food and beverage sales and costs of pro shop sales increased to $43.4
million in fiscal 1996 from $34.4 million in fiscal 1995, an increase of $9.0
million or 26.1%. Of this increase, $0.6 million is attributable to additional
operating lease expense related to Carmel Mountain Ranch Country Club and
Sweetwater Country Club. Of the remainder, $1.9 million is attributable to
course-level operating expenses (before operating lease expense) from courses
acquired by the Company in fiscal 1996 and course-level operating expenses
attributable to courses acquired in fiscal 1995 but owned for all of fiscal 1996
accounted for $4.0 million of this increase. The remaining $2.5 million is
attributable to increased operating expenses at the Company's other facilities.
General and Administrative Expenses. General and administrative expenses
primarily consist of corporate salaries and related expenses and legal and
accounting fees. General and administrative expenses increased to $3.4 million
in fiscal 1996 from $2.5 million in fiscal 1995, an increase of $0.9 million or
37.0%. The increase in expense was related to additional overhead to support
the Company's expanded operations. General and administrative expenses as a
percentage of operating revenue was 5.6% in fiscal 1996, an increase from 5.0%
in fiscal 1995.
Depreciation and Amortization Expense. Depreciation and amortization expense
increased to $7.5 million in fiscal 1996 from $6.1 million in fiscal 1995, an
increase of $1.4 million or 22.6%. Of this increase, approximately $1.0 million
is attributable to the inclusion of the seven courses acquired during fiscal
1995 for a full year.
Income from Operations. Income from operations increased to $7.7 million in
fiscal 1996 from $6.8 million in fiscal 1995, primarily due to the factors
described above. Income from operations as a percentage of operating revenue was
12.5% in fiscal 1996, a decrease from 13.6% in fiscal 1995. This decrease is
primarily attributable to additional operating lease expense related to Carmel
Mountain Ranch Country Club and Sweetwater Country Club totaling over $0.6
million.
Interest Expense, Net. Interest expense, net, increased to $11.7 million in
fiscal 1996 from $8.0 million in fiscal 1995, an increase of $3.7 million or
45.8%, due to the additional debt assumed as a result of the Offerings and to
the increase in the level of outstanding debt resulting from a full year of
interest charges on debt incurred to finance acquisitions during fiscal 1995.
Provision for Income Taxes. The Company recorded a $0.2 million provision for
income taxes, which reflects the fact that certain subsidiaries generate taxable
income in individual states and localities notwithstanding the Company's
consolidated loss for financial reporting purposes.
Net loss. Net loss increased to $6.9 million in fiscal 1996 from $0.7 million
in fiscal 1995, primarily due to an extraordinary loss of $3.5 million from the
write-off of previously deferred debt issuance costs related to the debt that
was paid off in June of 1996 and to increased interest expense, net, as
described above. In fiscal 1996, the Company finalized its insurance claim
associated with a fire at Pecan Grove C.C., which occurred during fiscal 1995,
and recognized a $0.7 million gain on insurance settlement.
15
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary uses of cash are to fund debt service and maintenance
capital expenditures at its existing facilities (such as landscaping and
purchasing golf cart fleets). The Company also implements one-time upgrade and
renovation capital expenditures at its existing facilities in order to enhance
its appeal to customers and members and to generate additional revenues and cash
flow. Examples of these expenditures are the addition of courses (including nine
hole additions) to existing facilities to increase capacity and clubhouse
renovations to support increased dues and fees. These expenditures are generally
of a non-recurring nature. In addition, the Company implements strategic capital
expenditure programs which enable it to reduce course level operating costs and
improve the efficiency of operations, such as improving the irrigation system,
acquiring more efficient maintenance equipment and other programs which enhance
the marketability and/or reduce the operating expenses of existing facilities.
As part of its business strategy, the Company will require cash to continue to
acquire, lease or manage additional golf courses and the related facilities and
to complete any targeted renovations. The Company expended $15.0 million and
$8.3 million on acquisitions and capital improvements, respectively, during the
year ended September 30, 1997. As of September 30, 1997, the Company had
approximately $3.6 million of long-term commitments for one-time capital
expenditures with respect to a golf facility.
Based upon the current level of operations and anticipated growth, the Company
believes that cash flow from operations, together with available borrowings
under the New Credit Facility and other sources of liquidity, will be adequate
to meet the Company's anticipated future requirements for working capital,
capital expenditures and scheduled payments of principal and interest on its
indebtedness. There can be no assurance, however, that the Company's business
will generate sufficient cash flow from operations or that future working
capital borrowings will be available in an amount sufficient to enable the
Company to service its indebtedness or make necessary capital expenditures.
The Company intends to fund these expenditures primarily with operating cash
flow and borrowings under the New Credit Facility. The New Credit Facility
provides for borrowings of up to $50.0 million, of which $45.0 million is
available to fund future acquisitions of golf courses and capital expenditures
at such courses and certain capital improvements at existing courses, and $5.0
million of which is available for general working capital purposes. The total
borrowing availability under the $45.0 million portion of the New Credit
Facility will decrease over the term of the facility beginning September 30,
1998. The New Credit Facility provides that the Company may not make any
acquisitions or upgrade capital expenditures when Funded Debt plus certain
projected upgrade capital expenditures is greater than 6.5x of Adjusted EBITDA
(each as defined in the New Credit Facility), with certain adjustments for notes
receivable, reducing over time. The maximum Funded Debt to Adjusted EBITDA Ratio
was 5.75x at September 30, 1997. The New Credit Facility also imposes other
limitations on the ability of the Company with respect to borrowings. As of
September 30, 1997, the Company had $14.7 million outstanding under the New
Credit Facility related to acquisitions of golf course facilities. In addition,
as of September 30, 1997, the Company had $3.5 million of cash on hand to meet
its working capital and other needs.
Historically, the Company has financed its operations through borrowings under
bank credit facilities and equity contributions by its stockholders. As of
September 30, 1997, the Company's stockholders have invested a total of $47.6
million to fund the expansion of the Company and its golf course portfolio.
The Company generated $6.9 million, $7.3 million and $2.3 million of cash from
operations in fiscal 1997, 1996 and 1995, respectively. In fiscal 1997, the
largest non-cash charges were depreciation and amortization and interest expense
on zero-coupon notes. In addition, decreases in accounts payable, accrued
liabilities and deferred revenue resulted in a $1.6 million use of cash from
operating activities in fiscal 1997. In fiscal 1996, the largest non-cash
charges were depreciation and amortization and the loss on the Company's early
retirement of debt obligations. In addition, changes in notes and accounts
receivable resulted in a $1.8 million use of funds and increases in accounts
payable, accrued liabilities and deferred revenue contributed $4.3 million to
cash provided by operations in fiscal 1996. During fiscal 1995, changes in notes
receivable and accounts receivable resulted in a $5.2 million use of funds.
Approximately $4.2 million was attributable to increases in notes receivable,
and the remainder was due to increases in accounts receivable.
16
<PAGE>
During the year ended September 30, 1997, 1996 and 1995, net cash used in
investing activities was $23.3 million, $13.4 million and $57.0 million,
respectively. During fiscal 1997, the Company had $15.0 million in acquisition
expenditures related to the acquisition of Eastlake Woodlands C. C. and The
Champions Club at Gwinnett C. C. During fiscal 1996, the Company had $6.4
million in acquisition expenditures primarily related to Eagle Crest Golf Club.
The acquisition was primarily funded with proceeds from the Offerings. In fiscal
1995, the Company expended $41.2 million on the acquisition of seven facilities.
In addition, the Company expended $8.3 million, $8.2 million and $17.7 million
in fiscal 1997, 1996 and 1995, respectively, primarily for one-time upgrades at
courses designed to generate increased revenues and cash flows.
During the year ended September 30, 1997, 1996 and 1995, net cash provided by
financing activities was $13.4 million, $11.9 million and $54.2 million,
respectively. During fiscal 1997, the Company made draws totaling $20.7 million
and repayments of $6.0 million on the New Credit Facility. During fiscal 1996,
the Company used $96.2 million of the $108.6 million in proceeds from long term
debt and equity investments primarily to pay-off its bank revolver and pay
financing fees associated with the New Credit Facility and the Offerings. The
Company relied upon bank borrowings of $37.6 million to finance its expansion in
fiscal 1995. A private placement of equity securities in March 1995 contributed
$8.6 million in proceeds in fiscal 1995. The Company also relies upon capital
leases when consistent with its financing objectives.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Consolidated Financial Statements and Schedules on page 28.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
17
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The following table sets forth the names, ages and a brief account of the
business experience of each person who is a director or executive officer of the
Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
James A. Husband .......... 47 Director, President and Chief Executive Officer
Stefan C. Karnavas ........ 34 Vice President, Chief Financial Officer, Treasurer and Secretary
Gary L. Dee ............... 49 Vice President, Operations
Andrew Crosson ............ 37 Vice President, Acquisitions
Norman R. Goodmanson ...... 48 Vice President, Development
Robert S. West, Jr. ...... 54 Vice President, Golf Operations
William D. Keogh............ 40 Vice President, Corporate Development
Terri L. Colachis........... 32 Vice President, Marketing and Communications
Frederick J. Warren ....... 58 Director
David H. Wong ............. 33 Director
P.L. Davies III ........... 35 Director
Martin R. Reid ............ 54 Director
John M. Sullivan .......... 62 Director
Doug Pearson................ 39 Director
Thomas E. Davin............. 39 Director
</TABLE>
JAMES A. HUSBAND founded the Company in October 1992. From October 1992 to the
present, Mr. Husband has served as the Company's President and Chief Executive
Officer and as a Director. Mr. Husband has 20 years of golf course operations
and acquisitions experience. Prior to founding the Company and since April 1,
1977, Mr. Husband was a founder, Chairman and Chief Executive Officer of a
company which ultimately became known as CCA GolfCorp, which became the public
golf operations subsidiary of Club Corporation of America (now known as Club
Corporation International). Mr. Husband has been a Class A member of the PGA of
America since 1977 and was a PGA Tour member in 1978 and 1979. While at
GolfCorp, Mr. Husband served on the Board of Directors of ClubCorp of America.
Mr. Husband graduated from California State University in Northridge in 1972
with a Bachelor of Science degree in Business Administration.
STEFAN C. KARNAVAS joined the Company as Vice President, Chief Financial
Officer, Treasurer and Secretary in April 1996. Prior to joining the Company and
since August 1993, Mr. Karnavas was Treasurer and Director of Development of
Horizon Cellular Telephone Company, L.P. ("Horizon"). From December 1992 to
August 1993, he served as Horizon's Assistant Treasurer. From April 1991 to
December 1992, he was Horizon's Manager of Mergers and Acquisitions. Prior to
that time, he was a Senior Loan Officer at Fidelity Bank.
18
<PAGE>
GARY L. DEE has served as Vice President, Operations of the Company since
November 1992. Mr. Dee has 18 years of golf course operations experience. From
February 1989 to November 1992, Mr. Dee was the Director of Operations for the
PGA Tour Public Golf, Inc. Prior to this position, Mr. Dee was a general manager
for the PGA tour at the TPC at Piper Glen in Charlotte, North Carolina, from
1988-1989 and was a principal in GolfTexas, a golf facility development and
management company from 1986-1988. Mr. Dee also served as a golf management
professional at various facilities from 1974-1986. Mr. Dee graduated from Drake
University in 1972 with a Bachelor of Science in management.
ANDREW CROSSON has served as Vice President, Acquisitions of the Company since
October 1992. From 1988 to 1992, Mr. Crosson was the head of the Development and
Acquisitions Department for GolfCorp, a subsidiary of Club Corporation
International. Mr. Crosson graduated from the University of Utah in 1986.
NORMAN R. GOODMANSON has served as Vice President, Development of the Company
since June 1993. Mr. Goodmanson has over 25 years of experience in the golf
course industry. From January 1988 to June 1993, Mr. Goodmanson served as Vice
President of Development at CCA GolfCorp.
ROBERT S. WEST, JR. has served as Vice President, Golf Operations since
December 1993. From 1989 to 1993, Mr. West served as a Regional Manager with
Golf Enterprises, Inc. In addition to being involved in the golf business for 30
years and a PGA professional for 25 years, Mr. West owned and operated his own
golf course, retail golf clothing store and worked as an operations consultant
for several other courses. Additionally, from 1972 to 1980 Mr. West served as
the Director of Golf and was Tournament Chairman at Walt Disney World in
Orlando, Florida.
WILLIAM D. KEOGH has served as Vice President, Corporate Development since
October, 1996. From October 1992 to October 1996, Mr. Keogh was President of
Island Pacific Golf Services and specialized in the acquisition of Golf
Properties. Mr. Keogh was Vice President of Trinity Pacific Real Estate Services
from November 1988 to October of 1992, which specialized in the purchase, sale,
and financing of Institutional Real Estate projects. Prior to his position at
Trinity Pacific, Mr. Keogh was Director of Investments for the Faulkner Company
from 1984 to 1988 and a member of the Institutional Real Estate Group at Merrill
Lynch from 1981 to 1983.
TERRI L. COLACHIS became Vice President, Marketing and Communications of the
Company in July, 1996 having served as Director of Marketing and Communications
of the Company since May 1994. From August 1991 to May 1994, Ms. Colachis served
as Communications Director of J. C. Resorts which owns and operates resort
properties and golf courses. From January 1989 to July 1991, Ms. Colachis served
as Marketing Director of SESLOC Federal Credit Union.
FREDERICK J. WARREN has served as Chairman of the Board of the Company since
October 1992. He is presently a general partner of Brentwood Golf Partners,
L.P., Brentwood Buyout Management Partners, L.P. and Brentwood Buyout Partners,
L.P. and has been with Brentwood since co-founding it in 1972. Mr. Warren has
served as a director of Horizon Cellular Telephone Company, L.P., Rental Service
Corporation, Tuboscope Vetco International (a provider of oilfield-related
inspection and coating services) ("Tuboscope") and Digital Sound Corporation.
DAVID H. WONG has served as a director of the Company since October 1992. He
is presently a general partner of Brentwood Golf Partners, L.P., Brentwood
Buyout Management Partners, L.P. and Brentwood Buyout Partners, L.P. Mr. Wong
has served as a director of Cardinal Business Media, Inc. ("Cardinal") and
Horizon Finance Corporation. Prior to joining Brentwood in July 1989, he
attended Stanford Business School from September 1987 to June 1989 and worked in
the investment banking division of Dillon, Read & Co., Inc. from August 1985 to
August 1987.
P.L. DAVIES III has served as a director of the Company since February 1995.
He is presently Managing Principal of Cambria Group, LLC, a private equity
investment firm. From January 1995 to December 1995, Mr. Davies served as a
Principal of Fremont Group, Inc. Mr. Davies has also served on the board of
Lakeside Corporation. Prior to joining Fremont, Mr. Davies was a Principal at
Brentwood from April 1993 to December 1994 and held a variety of positions at
Bechtel Group, Inc. from 1987 to 1993.
19
<PAGE>
MARTIN R. REID has served as director of the Company since January 1994. He is
presently Chairman of the Board and Chief Executive Officer of Rental Service
Corporation and has held such position since September 1995. From June 1994 to
September 1995, Mr. Reid was Chairman of the Board and Chief Executive Officer
of Acme Holdings, Inc., which filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code on July 13, 1995. Since October 1990, Mr. Reid has
been a director of Tuboscope. Mr. Reid has also served as Chief Executive
Officer of Tuboscope from May 1991 to October 1993. Mr. Reid has been a General
Partner in MDR Associates, a private investment concern, since November 1990.
From September 1986 to June 1990, he was Chief Executive Officer of Eastman
Christensen Co., a provider of oil and gas drilling systems. Mr. Reid was also
Vice Chairman of Eastman Christensen Co. from August 1989 to June 1990. Prior to
September 1986, he was Senior Vice President of Operations of Norton
Christensen, the predecessor to Eastman Christensen Co.
JOHN M. SULLIVAN has served as a director of the Company since September 1993.
He is presently a director of The Scotts Company (a producer of lawncare
products) and Cardinal. From October 1987 to January 1993, Mr. Sullivan was
Chairman of the Board and Chief Executive Officer of Prince Holdings, Inc. (a
sportsgear and apparel company) ("Prince"). Prior to that and since September
1984, Mr. Sullivan was President of Prince and Vice President of Chesebrough-
Pond's, Inc.
DOUGLAS R. PEARSON has served as director of the Company since October 1996.
He is presently President of Chachies Foods, Inc. (a producer of refrigerated
food products). From 1994 to 1996, he was President of River Associates (an
investment management firm) and from 1993 to 1994 he was Director of Marketing
for Ameritech Cellular. Mr. Pearson held a variety of positions at Procter &
Gamble from 1985 to 1993, including Director of Marketing. He holds an MBA from
Harvard Business School and a Bachelor of Science in Management for the
University of Southern California.
THOMAS E. DAVIN has served as a director of the Company since June 1997. In
June 1997 he was appointed Chief Operating Officer for Taco Bell Corp. Mr. Davin
joined Taco Bell Corp. in November 1993 as Vice President and General Manager
for the South Central Region. In September 1996, he was named Vice President of
Operations. Prior to joining Taco Bell Corp. and since October 1991, Mr. Davin
served as Director, Mergers and Acquisitions for PepsiCo. Inc., Purchase, New
York.
[The remainder of this page intentionally left blank]
20
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The Company does not pay any fees or remuneration to their directors for
service on their respective board of directors or any board committee, but the
Company reimburses directors for their out-of-pocket expenses incurred in
connection with attending meetings of the board. In addition, in connection with
becoming a director, each of Messrs. Davies, Reid Sullivan, Pearson and Davin
was offered the opportunity to acquire shares (or options to purchase shares) of
the Company's capital stock.
Summary Compensation Table. The following table provides certain summary
information concerning compensation paid by the Company to or on behalf of the
Company's President and Chief Executive Officer and the four other most highly
compensated executive officers of the Company who earned more than $100,000
(salary and bonus) for all services rendered in all capacities to the Company
during the fiscal year ended September 30, 1997, 1996, and 1995:
<TABLE>
<CAPTION> ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------- ----------------------------
FISCAL ALL OTHER LTIP
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS(2) PAYOUTS(3)
- ----------------------------------------- ------ ------- -------- --------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
James A. Husband ........................1997 $304,233 $127,406 $26,996 $ -- $415,000
(President and Chief Executive...........1996 233,488 162,674 26,249 -- 370,000
Officer).................................1995 223,144 135,638 21,459 -- 370,000
Steven L. Holmes(4) .....................1997 -- -- -- -- --
(Vice President, Treasurer,..............1996 83,779 77,640 6,653 -- 31,000
Secretary
and Chief Financial Officer).............1995 134,601 68,527 9,416 -- 74,000
Gary L. Dee .............................1997 138,404 60,244 13,557 83,000 41,500
(Vice President/Operations)..............1996 130,696 74,790 11,684 -- 37,000
1995 120,556 60,458 10,812 -- 37,000
Joseph H. Champ(5) ......................1997 135,567 56,496 11,397 -- 62,250
(Vice President/Acquisitions)............1996 125,152 77,010 10,454 -- 55,000
1995 127,652 65,352 9,898 -- 55,500
Robert S. West, Jr. .....................1997 123,649 43,156 8,787 -- 16,600
(Vice President/Golf Operations).........1996 110,537 61,260 9,712 -- 14,800
1995 106,859 55,072 9,428 -- 14,800
Stefan C. Karnavas(6) ...................1997 122,492 23,940 5,144 74,700 --
(Vice President, Treasurer,..............1996 50,453 -- 3,178 33,300 --
Secretary
and Chief Financial Officer).............1995 -- -- -- -- --
Norman R. Goodmanson ....................1997 93,627 35,577 9,005 -- 31,125
(Vice President, Development)............1996 88,261 -- 9,023 -- 27,750
1995 88,001 44,000 8,695 -- 27,750
</TABLE>
- ------------------------------------
(1) Represents car allowance, dollar value of health benefits and 401(k)
matching contributions by the Company.
(2) Represents the dollar value of all the options for the purchase of the
Company's Common Stock as to which vested in the fiscal year ended.
(3) Represents the dollar value of all the shares of the Company's Common Stock
as to which ownership vested in the fiscal year ended.
(4) In April 1996, Mr. Holmes resigned his positions at the Company.
(5) In August 1997, Mr. Champ resigned his position at the Company.
(6) In April 1996, Mr. Karnavas joined the Company as Vice President, Treasurer,
Secretary and Chief Financial Officer.
21
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information in the following table sets forth, as of September 30, 1997,
certain information regarding the beneficial ownership of the Company's Common
Stock and Series A Preferred Stock by: (i) each person who to the knowledge of
the Company owns 5% or more of the Company's outstanding voting stock, (ii) each
person who is a director or named executive officer of the Company and (iii) all
directors and officers of the Company as a group. The following table assumes no
other changes in beneficial ownership since September 30, 1997.
<TABLE>
<CAPTION>
SERIES A
COMMON STOCK PREFERRED STOCK PERCENTAGE PERCENTAGE
----------------- ----------------- OF TOTAL OF ALL
NUMBER OF NUMBER OF VOTING OUTSTANDING
BENEFICIAL OWNER(1) SHARES % SHARES % POWER STOCK
------------------- --------- ---- --------- ----- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Brentwood Golf Partners, L.P.(2) ........... 1,075,081 62.5% 3,928,729 75.3% 72.1% 72.1%
11150 Santa Monica Blvd.
Suite 1200
Los Angeles, California 90025
James A. Husband(3)(4) ..................... 138,648 8.0% 55,106 1.1% 2.8% 2.8%
Stefan C. Karnavas(4) ...................... 6,544 * -- -- * *
Gary L. Dee(4) ............................. 17,573 1.0% -- -- * *
Norman R. Goodmanson(4) .................... 9,416 * -- -- * *
Robert S. West, Jr.(4) ..................... 4,848 * -- -- * *
P.L. Davies III(5)(6) ...................... 24,445 1.4% 80,470 1.5% 1.5% 1.5%
Martin R. Reid(6) .......................... 5,745 * 12,119 * * *
John M. Sullivan(6) ........................ 9,066 * 24,238 * * *
The Northwestern Mutual Life Insurance
Company(7) ................................. 116,053 6.7% 424,167 8.1% 7.8% 7.8%
720 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
HLH Trust(8) ............................... 81,234 4.7% 296,916 5.7% 5.4% 5.4%
1800 Grant Building
Pittsburgh, Pennsylvania 16219
All directors and officers as a group
(13 persons)(2) ........................... 1,355,948 78.7% 4,100,662 78.6% 78.2% 78.2%
</TABLE>
- ------------------------------------
(Footnotes appear on the following page)
22
<PAGE>
* Less than 1%
(1) Except as otherwise indicated, each beneficial owner has the sole power to
vote, as applicable, and to dispose of all shares of the Company's Common
Stock or Series A Preferred Stock owned by such beneficial owners.
(2) Frederick J. Warren and David H. Wong, directors of the Company, are general
partners of the general partner of Brentwood Golf Partners, L.P., and as
such may be deemed to beneficially own the shares of stock held by Brentwood
Golf Partners, L.P.
(3) Includes 25,293 shares of Series A Preferred Stock owned of record by Balboa
Park Management Co., Inc., a corporation controlled by Mr. Husband. See
"Item 13. Certain Relationships and Related Transactions--Transactions with
James A. Husband."
(4) Includes shares of the Company's Common Stock that are subject to vesting
based on continued employment, subject to acceleration of the vesting of a
portion of such shares if performance targets are met. Unvested shares are
subject to repurchase by the Company at their initial purchase price. The
number of shares indicated assumes that all shares are vested.
(5) The shares of the Company's Common Stock beneficially owned by Mr. Davies
are owned of record by Pacific Golf Enterprises, L.P., a limited partnership
of which Mr. Davies is general partner.
(6) Includes shares of the Company's Common Stock that are subject to vesting
based on continued service as a director over a period of time. Unvested
shares are subject to repurchase by the Company at their initial purchase
price. The number of shares indicated assumes that all shares are vested.
(7) Does not include any shares owned by Brentwood Golf Partners, L.P., of which
the Northwestern Mutual Life Insurance Company is a limited partner but as
to which it has no voting or dispositive power.
(8) Includes 14,919 shares of the Company's Common Stock and 54,536 shares of
Series A Preferred Stock owned by a trust for the benefit of Henry L.
Hillman (the "HLH Trust"), and 66,316 shares of the Company's Common Stock
and 242,381 shares of Series A Preferred Stock owned by Wilmington
Interstate Corporation ("Wilmington Interstate"). Wilmington Interstate is
a Delaware private investment company indirectly owned by The Hillman
Company, a Pittsburgh, Pennsylvania firm engaged in diversified investments
and operations, which is controlled by the HLH Trust. The trustees of the
HLH Trust are Henry L. Hillman, Elsie Hilliard Hillman and C. G.
Grefenstette (the "HLH Trustees"). The HLH Trustees share voting power and
dispositive power of the stock of The Hillman Company. Does not include
19,900 shares of Holdings Common Stock and 72,715 shares of Series A
Preferred Stock owned by four irrevocable trusts for the benefit of members
of the Hillman family, as to which shares the HLH Trustees disclaim
beneficial ownership. Does not include 14,919 shares of Holdings Common
Stock and 54,536 shares of Series A Preferred Stock owned by Venhill Limited
Partnership ("Venhill"), as to which shares the HLH Trustees disclaim
beneficial ownership. Venhill is a Delaware limited partnership, of which
the limited partners are trusts for the benefit of members of the Hillman
family. Howard B. Hillman, a step-brother of Henry L. Hillman, is the
general partner of Venhill. Does not include any shares owned by Brentwood
Golf Partners, L.P., of which the HLH Trust, Wilmington Interstate and the
four irrevocable trusts for the benefit of members of the Hillman family are
limited partners, and as to which they disclaim beneficial ownership.
[The remainder of this page intentionally left blank]
23
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATIONSHIP WITH BRENTWOOD ASSOCIATES
Corporate Development and Administrative Services Agreement. Pursuant to a
Corporate Development and Administrative Services Agreement, dated as of
September 30, 1992, as amended, between Brentwood Buyout Partners, L.P.
("BBP") (an affiliate of Brentwood Associates) and the Company (the
"Brentwood Agreement"), BBP has agreed to assist in the corporate development
activities of the Company by providing services to the Company, including (i)
assistance in analyzing, structuring and negotiating the terms of investments
and acquisitions, (ii) researching, identifying, contacting, meeting and
negotiating with prospective sources of debt and equity financing, (iii)
preparing, coordinating and conducting presentations to prospective sources of
debt and equity financing, (iv) assistance in structuring and establishing the
terms of debt and equity financing and (v) assistance and advice in connection
with the preparation of the Company's financial and operating plans. Pursuant to
the Brentwood Agreement, BBP is entitled to receive (i) a service fee in an
amount equal to 1% per annum of the aggregate amount of debt and equity
investment in the Company of or by BBP or any person or entity associated with
BBP, which is payable semi-annually in advance, (ii) financial advisory fees
equal to 1.5% of all amounts paid by the Company in connection with any
acquisition, payable at the closing of any such acquisition and (iii)
reimbursement of its reasonable fees and expenses incurred from time to time (a)
in performing the services rendered thereunder and (b) in connection with any
investment in, financing of, or sale, distribution or transfer of any interest
in the Company by BBP or any person or entity associated with BBP. For the
Company's fiscal year ended September 30, 1997, BBP was paid compensation of
$592,888 (including reimbursement of fees and expenses) pursuant to the
Brentwood Agreement.
TRANSACTIONS WITH JAMES A. HUSBAND
In connection with the formation of the Company in September 1992, Balboa Park
Management Co., Inc. ("Balboa"), a corporation owned by James A. Husband,
contributed to the Company the lease of the Balboa Park facility, associated
leasehold improvements and other assets, including driving range equipment, golf
carts, golf shop inventory and accounts receivable in exchange for (i) 25,292
shares of Series A Preferred Stock of Holdings and (ii) $235,270 in cash. The
consideration paid to Balboa in exchange for the lease of the Balboa Park
facility and the associated assets acquired from Balboa was determined by the
Company and Balboa to represent the fair market value of such lease and assets.
The lease of the Balboa facility originally was acquired by Balboa in January
1988 at no initial cost. However, rent is currently payable based upon specified
percentages of gross revenue, subject to a minimum rental floor.
In addition, in connection with the formation of the Company, Mr. Husband
contributed shares of stock representing his 50% interest in Escondido
Consulting, Inc. ("Escondido"), a corporation that held the lease of the
Escondido facility, associated contract rights, permits and other assets in
exchange for 29,813 shares of Series A Preferred Stock of Holdings.
Simultaneously, Escondido redeemed a portion of Mr. Husband's shares by issuing
him a subordinated promissory note in the principal amount of $250,000, upon
which interest accrues at a rate of 5% per annum and is payable in arrears on
the last date of each calendar quarter commencing December 31, 1992 and
continuing through October 19, 1999. The Company also acquired the remaining
shares of Escondido from the other shareholder for $400,000 cash. In all cases,
the consideration paid for shares of Escondido stock was determined by the
Company, Mr. Husband and Escondido's other shareholder to represent the fair
market value of such stock. Escondido was formed in 1990 by Mr. Husband and a
partner. The lease of the Escondido facility was acquired by Escondido in August
1990 at no initial cost. However, rent is currently payable based upon specified
percentages of gross revenue, subject to a minimum rental floor.
In connection with the formation of the Company, Mr. Husband also agreed to
bring to the Company all future opportunities to acquire golf facilities of
which he became aware, including his then-existing options to acquire a portion
of the entity which owned the Foothills Country Club and to acquire the
leasehold interest in the Saticoy Regional Golf Club, as well as his opportunity
to acquire all or a portion of the entity which owned both El Camino Country
Club and an interest in Morgan Run Resort and Club. Mr. Husband subsequently
assigned all of such rights to the Company for no additional consideration, and
the Company completed such acquisitions.
24
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules to be filed hereunder are indexed on
page 28 hereof.
(b) Reports on Form 8-K
None.
(c) List of Exhibits
A list of exhibits filed with this report on Form 10-K is set forth in the
Index to Exhibits on page 50.
[The remainder of this page intentionally left blank]
25
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Cobblestone Holdings, Inc. has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
COBBLESTONE HOLDINGS, INC.
Date: December 29, 1997 By: /s/ STEFAN C. KARNAVAS
------------------------
Stefan C. Karnavas
Chief Financial Officer (Principal
Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ----------------------- ----------------- ---------------
<S> <C> <C>
* December 29, 1997
- -----------------------
James A. Husband Chief Executive Officer and
Director (Principal Executive
Officer)
* December 29, 1997
- -----------------------
David B. Wong Director
* December 29, 1997
- -----------------------
Frederick J. Warren Director
* December 29, 1997
- -----------------------
P.L. Davies III Director
* December 29, 1997
- -----------------------
Martin R. Reid Director
* December 29, 1997
- -----------------------
John M. Sullivan Director
* December 29, 1997
- -----------------------
Douglas R. Pearson Director
* December 29, 1997
- -----------------------
Thomas E. Davin Director
/s/ STEFAN C. KARNAVAS December 29, 1997
- -----------------------
Stefan C. Karnavas Chief Financial Officer (Principal
Financial and Accounting
Officer)
*Power of Attorney by
/s/ STEFAN C. KARNAVAS
- ----------------------------
Stefan C. Karnavas
Chief Financial Officer (Principal
Financial and Accounting Officer)
</TABLE>
26
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
No annual report or proxy material has been sent to security holders. The
Registrant will furnish copies of such report or proxy material if and when such
report or proxy material is sent to security holders.
[The remainder of this page intentionally left blank]
27
<PAGE>
COBBLESTONE HOLDINGS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SCHEDULES
<TABLE>
<CAPTION>
Page
------
<S> <C>
Report of Ernst & Young LLP, Independent Auditors ..................................................................... 29
Consolidated Balance Sheets--September 30, 1997 and 1996 .............................................................. 30
Consolidated Statements of Operations--for the years ended September 30, 1997, 1996 and 1995 .......................... 31
Consolidated Statements of Stockholders' Equity (Net Capital Deficiency)--for the years ended
September 30, 1997, 1996 and 1995 .................................................................................. 32
Consolidated Statements of Cash Flows--for the years ended September 30, 1997, 1996 and 1995 .......................... 33
Notes to Consolidated Financial Statements--September 30, 1997 ........................................................ 34
</TABLE>
<TABLE>
<CAPTION>
FINANCIAL STATEMENT SCHEDULE
- ----------------------------
<S> <C>
Schedule I --Condensed Financial Information of Registrant .............................................................. 45
Schedule II--Valuation and Qualifying Accounts .......................................................................... 49
</TABLE>
All other Schedules for which provision is made in the applicable accepting
regulation of the Securities and Exchange Commission are omitted because such
schedules are not required under the related instructions, are inapplicable, or
the required information is given in the financial statements.
[The remainder of this page intentionally left blank]
28
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors
Cobblestone Holdings, Inc.
We have audited the accompanying consolidated balance sheets of Cobblestone
Holdings, Inc. as of September 30, 1997 and 1996, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended September 30, 1997. Our audits also included
the financial statement schedules listed in the Index at Item 14(a). These
financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Cobblestone
Holdings, Inc. at September 30, 1997 and 1996, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended September 30, 1997, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedules,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
San Diego, California
December 1, 1997
29
<PAGE>
COBBLESTONE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30,
-----------------------------
1997 1996
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ........................................................... $ 3,519,133 $ 6,578,946
Accounts receivable, net of allowance for doubtful accounts of $333,000 and
$175,000 at September 30, 1997 and 1996, respectively .............................. 3,067,347 2,868,190
Current portion of notes receivable, net ............................................ 2,108,796 1,729,875
Inventory ............................................................................ 2,450,328 2,202,481
Prepaid expenses and other current assets ........................................... 1,238,616 1,170,884
------------ ------------
Total current assets ............................................................. 12,384,220 14,550,376
Property, equipment and leasehold interests, net ..................................... 156,228,507 139,541,003
Notes receivable, net ................................................................ 3,964,691 3,889,857
Intangible assets, net of accumulated amortization of $1,489,000 and $1,202,000 at
September 30, 1997 and 1996, respectively ........................................... 3,611,199 3,898,185
Other assets, net .................................................................... 6,081,103 6,618,684
------------ ------------
$182,269,720 $168,498,105
============ ============
LIABILITIES AND NET CAPITAL DEFICIENCY
Current liabilities:
Accounts payable .................................................................... $ 3,502,231 $ 4,101,736
Accrued payroll and related expenses ................................................ 2,522,130 2,091,719
Accrued interest expense ............................................................ 2,830,562 2,683,332
Accrued property taxes .............................................................. 1,576,078 1,364,891
Deferred revenue .................................................................... 1,666,970 1,460,028
Current portion of long-term debt and capital lease obligations ..................... 1,171,123 738,981
Current portion of deferred purchase price .......................................... 205,353 387,792
Income taxes payable ................................................................ 49,000 94,431
Other current liabilities ........................................................... 529,823 1,394,352
------------ ------------
Total current liabilities ........................................................ 14,053,270 14,317,262
Long-term debt and capital lease obligations ......................................... 128,162,096 108,494,952
Note payable to stockholder/officer .................................................. 232,467 224,787
Deferred purchase price .............................................................. 537,797 730,941
Long-term deferred revenue ........................................................... 2,128,480 2,423,707
Deferred income taxes ................................................................ 4,184,000 4,184,000
Minority interest .................................................................... 336,543 380,985
Commitments
Redeemable preferred stock, $.01 par value
Authorized shares--10,000,000
Issued and outstanding shares--5,220,376 at September 30, 1997 and 1996
Liquidation preference of $43,075,700 ............................................... 42,241,169 42,241,169
Net capital deficiency:
Common stock, $.01 par value:
Authorized shares--5,000,000
Issued and outstanding shares--1,722,449 at September 30, 1997 and 1996 ............. 17,224 17,224
Paid-in capital ..................................................................... 5,388,983 5,388,983
Accumulated deficit ................................................................. (15,012,309) (9,905,905)
------------ ------------
Net capital deficiency ............................................................... (9,606,102) (4,499,698)
------------ ------------
$182,269,720 $168,498,105
============ ============
</TABLE>
See accompanying notes.
30
<PAGE>
COBBLESTONE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------------------------------
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Operating revenues:
Golf revenues ................................................... $ 59,345,382 $ 45,155,674 $38,043,441
Food and beverage revenues ...................................... 13,083,253 9,664,103 7,034,407
Pro shop sales .................................................. 6,168,729 4,768,310 3,311,062
Other ........................................................... 3,343,445 2,534,833 1,473,869
------------ ------------ -----------
Total operating revenues ..................................... 81,940,809 62,122,920 49,862,779
Operating expenses:
Golf course operations .......................................... 49,928,332 36,925,453 29,591,886
Cost of food and beverage ....................................... 4,308,308 3,219,126 2,613,295
Cost of pro shop sales .......................................... 4,550,672 3,253,771 2,221,330
General and administrative ...................................... 4,028,725 3,449,686 2,517,423
Depreciation and amortization ................................... 8,909,134 7,534,068 6,144,430
------------ ------------ -----------
Total operating expenses ..................................... 71,725,171 54,382,104 43,088,364
------------ ------------ -----------
Income from operations ............................................ 10,215,638 7,740,816 6,774,415
Interest expense, net ............................................. (15,273,042) (11,691,072) (8,019,072)
Gain on insurance settlement ...................................... -- 738,456 746,845
------------ ------------ -----------
Loss before income taxes and extraordinary item ................... (5,057,404) (3,211,800) (497,812)
Provision for income taxes ........................................ 49,000 209,000 208,000
------------ ------------ -----------
Loss before extraordinary item .................................... (5,106,404) (3,420,800) (705,812)
Extraordinary item ................................................ -- (3,520,402) --
------------ ------------ -----------
Net loss .......................................................... $ (5,106,404) $ (6,941,202) $ (705,812)
============ ============ ===========
See accompanying notes.
</TABLE>
31
<PAGE>
COBBLESTONE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
<TABLE>
<CAPTION>
TOTAL
STOCKHOLDERS'
COMMON STOCK EQUITY
------------------------ PAID-IN ACCUMULATED (NET CAPITAL
SHARES AMOUNT CAPITAL DEFICIT DEFICIENCY)
----------- ---------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Balance at October 1, 1994 ............ 1,324,517 $13,245 $ 95,845 $ (2,258,891) $(2,149,801)
Issuance of common stock for cash .... 311,932 3,119 3,981,200 -- 3,984,319
Net loss ............................. -- -- -- (705,812) (705,812)
--------- ------- ---------- ------------ -----------
Balance at September 30, 1995 ......... 1,636,449 16,364 4,077,045 (2,964,703) 1,128,706
Issuance of common stock for cash .... 86,000 860 1,311,938 -- 1,312,798
Net loss ............................. -- -- -- (6,941,202) (6,941,202)
--------- ------- ---------- ------------ -----------
Balance at September 30, 1996 ......... 1,722,449 17,224 5,388,983 (9,905,905) (4,499,698)
Net loss ............................. -- -- -- (5,106,404) (5,106,404)
--------- ------- ---------- ------------ -----------
Balance at September 30, 1997 ......... 1,722,449 $17,224 $5,388,983 $(15,012,309) $(9,606,102)
========= ======= ========== ============ ===========
</TABLE>
See accompanying notes.
32
<PAGE>
COBBLESTONE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss.......................................................................... $ (5,106,404) $ (6,941,202) $ (705,812)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.................................................... 9,680,763 8,619,316 6,728,092
Interest expense on zero-coupon notes............................................ 4,415,256 1,362,396 --
Gain on insurance settlement..................................................... -- (738,456) (746,845)
Loss on disposal of assets....................................................... -- -- 322,834
Loss on early extinguishment of debt............................................. -- 3,520,402 --
Provision for doubtful accounts.................................................. (506,476) (613,067) 2,125,458
Changes in assets and liabilities:
Notes and accounts receivable................................................... 331,540 (1,154,418) (7,321,947)
Inventory....................................................................... (123,328) (735,027) (229,801)
Prepaid expenses and other assets............................................... (225,465) (314,864) (57,476)
Accounts payable, accrued liabilities and deferred
revenue........................................................................ (1,576,254) 4,270,790 2,179,909
------------ ------------ ------------
Net cash provided by operating activities......................................... 6,889,632 7,275,870 2,294,412
INVESTING ACTIVITIES
Acquisitions...................................................................... (14,994,039) (6,437,796) (41,245,470)
Additions to property, equipment and leasehold interests.......................... (8,314,601) (8,179,620) (17,716,295)
Insurance proceeds................................................................ -- 1,189,692 1,941,917
------------ ------------ ------------
Net cash used in investing activities............................................. (23,308,640) (13,427,724) (57,019,848)
FINANCING ACTIVITIES
Proceeds from long-term debt...................................................... 20,726,000 107,262,650 37,560,573
Debt issuance costs and other debt-related costs.................................. -- (6,194,100) (2,118,618)
Principal payments on long-term debt and capital leases........................... (6,991,222) (90,039,889) (1,219,252)
Payments on deferred purchase price............................................... (375,583) (431,267) --
Proceeds from sale and leaseback.................................................. -- -- 7,410,527
Proceeds from issuance of redeemable preferred stock.............................. -- -- 8,629,824
Proceeds from issuance of common stock............................................ -- 1,312,798 3,984,319
------------ ------------ ------------
Net cash provided by financing activities......................................... 13,359,195 11,910,192 54,247,373
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents.............................. (3,059,813) 5,758,338 (478,063)
Cash and cash equivalents at beginning of year.................................... 6,578,946 820,608 1,298,671
------------ ------------ ------------
Cash and cash equivalents at end of year.......................................... $ 3,519,133 $ 6,578,946 $ 820,608
============= ============ ============
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest......................................................................... $ 9,915,994 $ 7,583,613 $ 6,464,811
============= ============ ===========
Income taxes..................................................................... $ 179,990 $ 1,235,810 $ 48,417
============= ============ ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital leases entered into....................................................... $ 1,928,108 $ 4,192,424 $ 2,395,859
============= ============ ===========
</TABLE>
See accompanying notes
33
<PAGE>
COBBLESTONE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Cobblestone Holdings, Inc. (the "Company"), a Delaware corporation, was
incorporated on January 18, 1994. The Company, through its wholly-owned
subsidiary, Cobblestone Golf Group, Inc. (CGGI), owns and operates golf courses
in the United States, with a current portfolio of 24 golf properties including
private country clubs, semi-private clubs and public (or daily fee) courses. The
Company's courses are concentrated in clusters near metropolitan areas primarily
in the Sunbelt states (including Arizona, California, Georgia, Florida, Texas
and Virginia) which have large golfing populations and attractive climates.
The Company's business consists primarily of operating golf courses and
related facilities, with revenue generated from membership fees and dues at
private country clubs, greens fees, food and beverage services, golf cart
rentals, retail merchandise sales, driving range fees and lodging fees. The
Company owns eighteen courses, leases four courses (subject to long-term leases
in excess of twenty years, including extension options), leases one driving
range and pro shop facility and manages one additional course. The Company's
portfolio includes ten private country clubs, nine public facilities and five
semi-private facilities.
Principles of Consolidation
The Company has acquired certain golf facilities through its wholly-owned and
majority-owned subsidiaries. The consolidated financial statements include the
accounts of the Company and such subsidiaries. Intercompany balances and
transactions have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and time deposits with original
maturities of less than 90 days.
Concentration of Credit Risk
Management places the Company's cash investments with what they consider to be
high credit-quality financial institutions and routinely assesses the financial
strength of these institutions. Management believes no significant concentration
of credit risk exists with respect to these cash investments.
34
<PAGE>
COBBLESTONE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Concentration of credit risk with respect to accounts receivable is limited
due to the geographic dispersion of golf courses and the large number of golf
course members and others from whom the receivables are to be collected.
Inventories
Inventories are carried at lower of cost (first-in, first-out) or market.
Property, Equipment and Leasehold Interests
Property and equipment are recorded at cost. Depreciation is provided using
the straight-line method over the estimated useful lives of the related assets
which are generally as follows:
Depreciable land improvements ...... 20 years
Buildings and improvements ......... 30 years
Equipment, furniture and fixtures.... 3 to 10 years
Leasehold improvements, equipment recorded under capital leases and property
and equipment related to leased facilities are depreciated and amortized using
the straight-line method over the shorter of the lease term or the estimated
useful lives of the related assets. Costs associated with the acquisition of
leasehold interests in golf facilities have been capitalized and are amortized
over the remaining life of the related lease (4 to 35 years).
Golf course facility construction in progress is carried at cost. All costs
associated with, or allocable to golf course facility construction in progress
are capitalized until construction is completed.
Intangible Assets
Costs in excess of net assets of businesses acquired are amortized over 20
years which is consistent with the depreciation of land improvements. Other
intangible assets are amortized over their estimated useful lives (5 to 14
years).
Debt Issuance Cost
Costs associated with the issuance of long-term debt are capitalized and
amortized over the term of the related debt using the interest method. Such
costs and related accumulated amortization included in other assets totaled
$6,627,881 and $1,069,071, respectively, at September 30, 1997 and $6,627,881
and $300,971, respectively, at September 30, 1996.
35
<PAGE>
COBBLESTONE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Fair Value of Financial Instruments
To meet the reporting requirements of Statement of Financial Accounting
Standards ("SFAS") No. 107, Disclosures about Fair Value of Financial
Instruments, the Company calculates the fair value of financial instruments and
includes this additional information in the notes to financial statements when
the fair value is different than the carrying value of those financial
instruments. When the fair value reasonably approximates the carrying value, no
additional disclosure is made. The Company uses quoted market prices and
management's estimates to calculate these fair values.
Revenue and Deferred Revenue
Operating revenue is recognized when received except for dues and fees paid in
advance which are recognized over the period which the dues and fees allow the
members access to the facilities. The Company recognizes revenue on initiation
fees for the amount of the deposit and the amount of the note receivable, less
the provision for doubtful accounts and imputed interest, at the time the
membership is sold.
Long-term deferred revenue relates to the Company's obligation to provide
memberships to residential developers of properties adjacent to the golf
facility and is recognized when individual homeowners apply for membership.
Seasonal weather conditions as well as the timing of new course purchases or
leases may cause the Company's results of operations to vary from quarter to
quarter. The second half (April through September) of the Company's fiscal year
tends to account for a greater portion of the Company's operating revenue and
operating income than does the first half.
Reliance on Estimates
The financial statements have been prepared in accordance with generally
accepted accounting principles and have required management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Impairment of Long-Lived Assets
Effective October 1, 1996, the Company adopted SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of
("SFAS 121"), which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. SFAS 121 also addresses the accounting for long-
lived assets that are expected to be disposed of. The adoption of SFAS 121 did
not have a material effect on the Company's financial position or results of
operations.
36
<PAGE>
COBBLESTONE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Stock-Based Compensation
Effective October 1, 1996, the Company adopted SFAS No. 123, Accounting for
Stock Based Compensation ("SFAS 123"). SFAS 123 allows companies to either
account for stock-based compensation under the new provisions of SFAS 123 or
under the provisions of Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees ("APB 25"), but requires pro forma disclosure in
the footnotes to the financial statements as if the measurement provisions of
SFAS 123 had been adopted. The Company has continued accounting for its stock-
based compensation in accordance with the provisions of APB 25.
2. ACQUISITIONS
Since inception, the Company has acquired the property and equipment or
leasehold interest in twenty-three golf course facilities in transactions that
have been recorded under the purchase method of accounting. Accordingly, the
acquired facilities have been reported in the consolidated financial statements
of the Company since the date of the respective acquisitions.
The 1997 acquisitions include: Eastlake Woodlands Country Club acquired in
February 1997, and The Champions Club of Gwinnett acquired in April 1997.
The 1996 acquisitions include: Eagle Crest Golf Club acquired in June, 1996,
and Sweetwater Country Club acquired in July 1996. In addition, the Company
entered into a management agreement for the Red Hawk Golf Club in October 1996.
The 1995 acquisitions include: The Ranch Country Club and Stonebridge Country
Club acquired in December 1994, Red Mountain Ranch Country Club acquired in
January 1995, and The Hills of Lakeway, Live Oak Golf Course, Yaupon Golf Course
and Brandermill Country Club acquired in March 1995.
In conjunction with the purchase of The Hills of Lakeway, the Company is
required to pay a deferred purchase price equal to the greater of $4,150 per
membership or 25% of Initiation Fees, as defined, collected for the first three
hundred memberships sold. The outstanding balance of the deferred purchase price
of $743,150 is scheduled to be paid in monthly installments through fiscal 2001.
A summary of the aggregate acquisition costs and allocation of the purchase
price to the assets and liabilities assumed is as follows:
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-----------------------------------------
1997 1996 1995
------------ ----------- ------------
<S> <C> <C> <C>
Total acquisition costs:
Cash paid and acquisition related
costs................................. $14,994,039 $6,437,796 $41,245,470
Long-term debt and assumption of 758,511 342,755 7,379,667
liabilities........................... ----------- ---------- -----------
$15,752,550 $6,780,551 $48,625,137
=========== ========== ===========
Allocated to assets as follows:
Current assets ....................... $ 675,280 $ 29,182 $ 775,622
Property, equipment and leasehold
interests ........................... 15,077,270 6,751,369 47,849,515
----------- ---------- -----------
$15,752,550 $6,780,551 $48,625,137
=========== ========== ===========
</TABLE>
37
<PAGE>
COBBLESTONE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following pro forma results for acquisitions consummated through September
30, 1997 assume the acquisitions occurred at the beginning of the fiscal year
prior to the year in which the facility was acquired. The unaudited pro forma
results have been prepared utilizing the historical financial statements of the
Company and the acquired business.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-----------------------------
1997 1996
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Operating revenues ................. $85,268,603 $78,874,940
Loss before extraordinary item ..... (5,414,816) (3,614,902)
Net loss ........................... (5,414,816) (7,135,304)
</TABLE>
This pro forma information is not necessarily indicative of the actual results
that would have been achieved had the acquisitions occurred at the beginning of
the fiscal year prior to the year in which the facility was acquired, nor is it
necessarily indicative of future results.
3. NOTES RECEIVABLE
Notes receivable consists of promissory notes made by golf club members for
the payment of initiation fees. The notes carry below market or no interest
rates, amortize monthly or annually and generally have a term of three to five
years. Management periodically analyzes the collectability of the notes
receivable and reserves for the portion that is doubtful of being collected. The
notes are secured by the underlying golf club membership and the Company has
full recourse against the member. The Company's notes receivable balance was
composed of the following:
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
Gross receivables ...................... $7,804,836 $ 8,282,575
Less allowance for uncollectable
accounts................................ (781,823) (1,404,933)
Less valuation allowance for imputed
interest .............................. (949,526) (1,257,910)
---------- -----------
6,073,487 5,619,732
Current portion ........................ 2,108,796 1,729,875
---------- -----------
$3,964,691 $ 3,889,857
========== ===========
</TABLE>
38
<PAGE>
COBBLESTONE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
4. PROPERTY, EQUIPMENT AND LEASEHOLD INTERESTS
Property, equipment and leasehold interests consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30,
-----------------------------
1997 1996
------------- -------------
<S> <C> <C>
Land .............................................................................. $ 17,291,637 $ 15,161,226
Land improvements ................................................................. 97,476,310 85,110,308
Buildings and improvements ........................................................ 35,546,584 31,968,131
Equipment, furniture and fixtures ................................................. 23,353,353 18,724,101
Leasehold interests ............................................................... 3,230,266 3,230,266
Golf course facility construction in progress ..................................... 3,110,498 494,637
------------ ------------
180,008,648 154,688,669
Less accumulated depreciation and amortization .................................... (23,780,141) (15,147,666)
------------ ------------
Property, equipment and leasehold interests, net .................................. $156,228,507 $139,541,003
============ ============
</TABLE>
Land improvements include $27,134,837 and $24,095,050 at September 30, 1997
and 1996, respectively, of nondepreciable golf course improvements consisting of
tees, fairways, roughs, trees, greens, bunkers and sandtraps.
5. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
8% note payable, due monthly through 2007 .............................................. $ 265,699 $ 282,594
Variable rate note payable, effective interest rate 10.509%, due
monthly, secured by the assets of The Vineyard at
Escondido ............................................................................. 5,675,100 5,780,976
10% imputed interest note payable January 2000 ......................................... 198,164 179,380
11 1/2% Series B Senior Notes due 2003................................................... 70,000,000 70,000,000
13 1/2% Series B Senior Zero-Coupon Notes ($86,000,000 principal balance) due 2004 ..... 34,740,302 30,325,046
Bank revolver .......................................................................... 14,726,000 --
Capital lease obligations, due at various dates through 2002 ........................... 3,727,954 2,665,937
------------ ------------
129,333,219 109,233,933
Less current portion ................................................................... 1,171,123 738,981
------------ ------------
$128,162,096 $108,494,952
============ ============
</TABLE>
39
<PAGE>
COBBLESTONE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
On June 4, 1996, the Company and CGGI completed two contemporaneous high yield
bond offerings (the "Offerings") totaling approximately $100 million. CGGI
offered $70 million aggregate principal amount 11 1/2% senior notes due 2003
(the "Senior Notes"). The Senior Notes are senior unsecured general obligations
of CGGI and rank pari passu in right of payment to all other senior indebtedness
of CGGI. The Company offered 86,000 Units (the "Unit Offering"), each consisting
of $1,000 principal amount at maturity of 13 1/2% senior zero-coupon notes due
2004 and one share of common stock, par $.01 per share, of the Company. The
Zero-Coupon Notes are senior unsecured general obligations of the Company and
rank pari passu in right of payment to all other senior indebtedness of the
Company. The net proceeds of the Unit Offering were $28.1 million and were
contributed as equity to CGGI.
Concurrent with the Offerings, the Company repaid a bank term loan and a bank
revolving credit agreement of $77.4 million and $4.6 million, respectively, and
repaid obligations under capital leases totaling $4.2 million. The Company also
paid a promissory note related to the acquisition of two adjacent golf course
facilities which had a balance of $2.8 million at June 4, 1996, which resulted
in a gain on early retirement of debt of $0.4 million. This gain and a $3.9
million write-off of unamortized loan fees related to the bank term loan and
bank revolving credit agreement have been recorded as extraordinary items in the
consolidated statement of operations.
In addition, on June 4, 1996, the Company and CGGI obtained a new $50 million
bank facility (the "New Credit Facility"), consisting of a $45 million bank
revolver for future acquisitions and capital projects and a six year $5 million
working capital facility to fund short term operating needs. At September 30,
1997, availability under the acquisition revolver and working capital facility
was $30,274,000 and $5,000,000, respectively. The New Credit Facility is secured
by substantially all of CGGI's assets, including the capital stock of CGGI and
its existing and future subsidiaries, and is guaranteed by the Company.
The New Credit Facility provides that borrowings bear interest, which is
payable quarterly, at the Eurodollar rate or a Floating Rate, as defined, plus a
fluctuating percentage based upon certain financial ratios (7.962% at September
30, 1997) and requires a non-use fee on the unused portion equal to 1/2% per
annum. The bank revolver provides that borrowings are payable based on certain
specified percentages in quarterly installments commencing September, 1998 and
ending March 2002. At the end of six years, the working capital facility expires
and any outstanding unpaid principal is payable in full.
The New Credit Facility requires mandatory reductions or prepayments of
principal as a result of certain events, provides for voluntary prepayments and
contains numerous covenants which, among other things, require the Company to
maintain defined leverage and interest coverage ratios, and limits the
incurrence of debt, capital expenditures and payment of dividends. At September
30, 1997, the Company was in compliance with such covenants.
Maturities of long-term debt (exclusive of capital lease obligations) for each
of the five years in the period ending September 30, 2002, are as follows: 1998-
- -$146,807; 1999--$2,381,023; 2000--$3,581,115; 2001--$2,556,426; 2002--
$7,219,428; thereafter--$161,032,000.
40
<PAGE>
COBBLESTONE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
6. REDEEMABLE PREFERRED STOCK
The preferred stock has priority upon liquidation over the Company's common
stock, and is also entitled to vote along with the common stock on the basis of
one vote per share of preferred stock. Shares of the preferred stock are
redeemable by the Company at any time, at the discretion of the Board of
Directors, for the purchase price of approximately $8 per share. Upon the sale,
consolidation or merger of the Company with or into another corporation, the
sale of all or substantially all of the Company's assets, or the sale or
exchange of stock representing at least 80% of the voting power of stock of the
Company, the Company must redeem all remaining outstanding shares of preferred
stock at the redemption price as defined above. During Fiscal 1995, the Company
issued 1,055,957 shares of preferred stock for proceeds totalling $8,629,824. As
of September 30, 1997, there have been no other issuances of preferred stock.
7. INCOME TAXES
Income taxes are provided for in accordance with the provisions of SFAS No.
109, Accounting for Income Taxes. Under this method, the Company recognizes
deferred tax assets and liabilities for the expected future tax effects of
temporary differences between the carrying amounts and the tax bases of assets
and liabilities, as well as operating loss carryforwards.
Significant components of the Company's deferred tax assets and liabilities
are shown below. A valuation allowance for $6,724,000, of which $2,742,000 is
related to 1997, has been recognized to offset the deferred tax assets as
realization of such assets is uncertain.
<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
Deferred tax liabilities:
Accounting basis in excess of tax
basis of golf properties............... $(4,184,000) $(4,184,000)
Depreciation .......................... (2,084,000) (1,165,000)
----------- -----------
Total deferred tax liabilities ......... (6,268,000) (5,349,000)
Deferred tax assets:
Net operating loss carryforwards ...... 6,149,000 2,826,000
Reserve for notes receivable .......... 711,000 1,093,000
Deferred gain on sale and leaseback ... 320,000 320,000
Accrued liabilities ................... 588,000 504,000
Capital loss carryforward ............. 783,000 --
Other, net.............................. 257,000 404,000
----------- -----------
Total deferred tax assets .............. 8,808,000 5,147,000
Valuation allowance for deferred tax
assets ................................ (6,724,000) (3,982,000)
----------- -----------
Net deferred tax assets ................ 2,084,000 1,165,000
----------- -----------
Net deferred tax liabilities ........... $(4,184,000) $(4,184,000)
</TABLE> =========== ===========
At September 30, 1997, the Company has federal and state tax net operating
loss carryforwards of approximately $17,069,000 and $4,356,000, respectively.
The difference between the federal and state tax loss carryforwards is primarily
attributable to the fifty-percent limitation on California loss carryforwards.
The federal and state tax loss carryforwards will begin to expire in 2011 and
2001, respectively, unless previously utilized.
Pursuant to Internal Revenue Code Sections 382 and 383, annual use of the
Company's net operating loss and credit carryforwards may be limited if a
cumulative change in ownership of more than 50% occurs within any three year
period.
41
<PAGE>
COBBLESTONE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
Significant components of the provision for income taxes are as follows:
SEPTEMBER 30,
---------------------------------------------------
1997 1996 1995
---------------- ------------------- ----------
<S> <C> <C> <C>
Current:
Federal .............................................................. $ -- $(250,000) $ 307,000
State ................................................................ 49,000 152,000 208,000
------- --------- ---------
49,000 (98,000) 515,000
Deferred:
Federal .............................................................. -- 307,000 (307,000)
State ................................................................ -- -- --
------- --------- ---------
-- 307,000 (307,000)
------- --------- ---------
Total provision ......................................................... $49,000 $ 209,000 $ 208,000
======= ========= =========
</TABLE>
The following is a reconciliation of the actual tax provision to the expected
tax provision computed by applying the statutory federal income tax rate to
income before income taxes:
<TABLE>
<CAPTION>
SEPTEMBER 30,
-----------------------------------------
1997 1996 1995
------------ ------------ -----------
<S> <C> <C> <C>
Income tax provision at statutory rate .................................. $(1,770,091) $(2,404,395) $(174,234)
State income tax provision .............................................. 31,900 98,800 135,200
Permanent differences ................................................... 28,787 87,736 177,938
Increase in valuation allowance and other ............................... 1,758,404 2,426,859 69,096
----------- ----------- ---------
Total provision for income taxes ........................................ $ 49,000 $ 209,000 $ 208,000
=========== =========== =========
</TABLE>
8. COMMITMENTS
In March 1995, the Company entered into a sale and leaseback transaction for
one of its golf course facilities. The Company received proceeds of
approximately $7.4 million and entered into a lease for fifteen years with two
five year renewal options. Minimum rent was $64,523 per month at September 30,
1997, and is subject to annual increases based upon changes in the Consumer
Price Index. The deferred gain on the sale and leaseback transaction of $499,000
is being amortized over the term of the lease.
The Company also leases four other golf facilities. The leases expire in the
years 1998 to 2029. The Company recorded an aggregate of approximately
$1,700,000, $1,346,000 and $639,000 in rent expense related to leased golf
course facilities for the years ended September 30, 1997, 1996 and 1995,
respectively.
The Company leases certain golf carts and maintenance equipment under capital
leases with terms of two to five years. Included in equipment, furniture and
fixtures in the accompanying consolidated balance sheets is equipment under
capital leases totaling $5,141,790 and $3,269,314 at September 30, 1997 and
1996, respectively. Accumulated amortization of equipment under capital leases
totaled $1,286,734 and $391,893 at September 30, 1997 and 1996, respectively.
42
<PAGE>
COBBLESTONE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Future minimum lease payments at September 30, 1997 are as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
YEARS ENDING SEPTEMBER 30, LEASES LEASES
-------------------------- ----------- -----------
<S> <C> <C>
1998 ........................................... $1,327,860 $ 2,442,366
1999 ........................................... 1,256,951 2,415,366
2000 ........................................... 1,105,210 2,415,366
2001 ........................................... 651,345 2,380,336
2002 ........................................... 61,291 2,310,276
Thereafter ..................................... -- 20,587,320
---------- -----------
Total minimum lease payments ................ 4,402,657 $32,551,030
===========
Amount representing interest ................... 674,703
----------
Present value of net minimum lease payments...... 3,727,954
Current portion ................................ 1,024,316
----------
$2,703,638
==========
</TABLE>
In accordance with certain purchase agreements, the Company is required to
maintain the respective golf courses in good condition and make various capital
improvements. As of September 30, 1997, the Company had a commitment to build an
additional nine holes at a facility with an estimated aggregate cost of
approximately $3.6 million.
9. RELATED PARTY TRANSACTIONS
In connection with the formation of the Company, an officer of the Company
contributed his interests in the leases of two golf course facilities in
exchange for 55,105 shares of preferred stock, $235,270 cash and a $250,000 note
due in 1999. The officer also contributed his options to acquire certain other
golf course facilities at no cost to the Company.
An affiliate of the majority stockholder of Holdings provides investment
banking and consulting services to the Company. The Company is obligated to pay
a service fee to the affiliate semi-annually in advance in an amount equal to 1%
per annum of the affiliate's debt and equity investment in the Company and to
reimburse the reasonable fees and costs incurred by the affiliate in providing
services to the Company. The Company paid $588,031, $436,741 and $1,076,416 in
fees to the affiliate pursuant to these obligations during the years ended
September 30, 1997, 1996 and 1995, respectively.
10. EMPLOYEE BENEFIT PLAN
The Company has an employee savings plan (the "Plan") that qualifies as a
deferred salary arrangement under Section 401(k) of the Internal Revenue Code.
Under the Plan, which covers employees of the Company who have met certain
eligibility requirements, participating employees may defer up to 17% of their
pretax earnings, up to $9,500. The Company matches up to 20% of the employee's
contributions, up to a maximum of 4% of the employee's earnings. The Company's
matching contribution to the Plan, which vests equally over three years,
amounted to approximately $49,000, $35,000 and $8,000 for the years ended
September 30, 1997, 1996 and 1995, respectively.
43
<PAGE>
11. STOCK OPTION PLAN
The Company has a stock option plan whereby options to purchase 250,000 of the
Company's common stock may be granted. Options granted have a 5 year term and
generally vest over 2 to 5 years from the date of grant.
Pro forma information regarding net loss is required by SFAS 123, and has been
determined as if the Company had accounted for its employee stock options under
the fair value method of SFAS 123. The fair value of these options was
estimated at the date of grant using the Minimum Value Method option pricing
model with the following weighted-average assumptions for 1997 and 1996: risk-
free interest rate of 6.1%; dividend yield of 0%; and weighted-average life of
the options of 3.3 years.
The Minimum Value Method option valuation model was developed for use in
estimating the fair value of nonpublic entities. In addition, option valuation
models require the input of highly subjective assumptions. Because the
Company's employee stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in managements'
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the option's vesting period. The Company's pro
forma net loss for the years ended September 30, 1997 and 1996 are $5,208,089
and $6,969,125, respectively.
A summary of the Company's stock option activity and related information
follows:
<TABLE>
<CAPTION>
Year Ended September 30,
-------------------------------------------
1997 1996
-------------------- --------------------
Weighted- Weighted-
Average Average
Exercise Exercise
Options Price Options Price
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Outstanding - beginning of year ....... 57,261 $15.27 -- $15.27
Granted ............................... 66,239 $16.23 58,352 $15.27
Forfeited ............................. (5,817) $15.27 (1,091) $15.27
------- ------
Outstanding - end of year ............. 117,683 $15.81 57,261 $15.27
======= ======
Weighted-average fair value of options
granted during the year .............. $ 0.81 $ 1.67
</TABLE>
Exercise prices for options outstanding as of September 30, 1997 ranged from
$15.27 to $17.10. The weighted-average remaining contractual life of those
options is approximately 4 years. No options were exercisable at September 30,
1997 and 1996. At September 30, 1997, options for 125,409 shares were available
for future grant and have been reserved for issuance under the Company's stock
option plan.
12. SUBSEQUENT EVENT
In November, 1997, the Company purchased an 18-hole semi-private country
club located near Orlando, Florida for a total cash purchase price of
approximately $5.9 million.
44
<PAGE>
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
COBBLESTONE HOLDINGS, INC. (PARENT COMPANY)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
----------------------------
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Debt issuance costs, net of accumulated amortization of $223,783 and
$52,769 at September 30, 1997 and 1996, respectively ..................... $ 1,938,239 $ 2,109,253
Investment in and net amounts due from wholly owned subsidiary.............. 65,437,130 65,957,264
------------ -----------
$ 67,375,369 $68,066,517
============ ===========
LIABILITIES AND NET CAPITAL DEFICIENCY
Long-term debt.............................................................. $ 34,740,302 $30,325,046
Redeemable preferred stock.................................................. 42,241,169 42,241,169
Net capital deficiency:
Common stock............................................................. 17,224 17,224
Paid-in capital.......................................................... 5,388,983 5,388,983
Accumulated deficit...................................................... (15,012,309) (9,905,905)
------------ -----------
Net capital deficiency...................................................... (9,606,102) (4,499,698)
------------ -----------
$ 67,375,369 $68,066,517
============ ===========
</TABLE>
See accompanying notes.
45
<PAGE>
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
COBBLESTONE HOLDINGS, INC. (PARENT COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended September 30,
----------------------------------------
1997 1996 1995
------------ ------------ ----------
<S> <C> <C> <C>
Interest expense ................................................ $(4,586,270) $(1,415,165) $ --
Equity in net loss of wholly owned subsidiary ................... (520,134) (5,526,037) (705,812)
----------- ----------- ---------
Net loss ........................................................ $(5,106,404) $(6,941,202) $(705,812)
=========== =========== =========
</TABLE>
See accompanying notes.
46
<PAGE>
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
COBBLESTONE HOLDINGS, INC. (PARENT COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended September 30,
---------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss ......................................................... $(5,106,404) $ (6,941,202) $ (705,812)
Deferred interest and amortization ............................... 4,586,270 1,415,165 --
Equity in net loss of wholly owned subsidiary .................... 520,134 5,526,037 705,812
----------- ------------ ------------
Net cash provided by operating activities ........................ -- -- --
INVESTING ACTIVITIES
Contribution to wholly owned subsidiary............................ -- (28,113,426) (12,614,143)
FINANCING ACTIVITIES
Proceeds from long-term debt ..................................... -- 28,962,650 --
Debt issuance costs .............................................. -- (2,162,022) --
Proceeds from issuance of redeemable preferred stock ............. -- -- 8,629,824
Proceeds from issuance of common stock ........................... -- 1,312,798 3,984,319
----------- ------------ ------------
Net cash provided by financing activities ........................ -- 28,113,426 12,614,143
----------- ------------ ------------
Net change in cash ............................................... $ -- $ -- $ --
=========== ============ ============
</TABLE>
See accompanying notes.
47
<PAGE>
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
COBBLESTONE HOLDINGS, INC. (PARENT COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 1997
1. BASIS OF PRESENTATION
Cobblestone Holdings, Inc. (the "Company"), a Delaware corporation, was
incorporated on January 18, 1994 by shareholders of Cobblestone Golf Group, Inc.
("CGGI"). On January 31, 1994, the Company issued shares of its common and
preferred stock in exchange for all of the shares of CGGI. The transaction has
been accounted for at historical cost in a manner similar to a pooling of
interests and, accordingly, had no effect on the accompanying consolidated
financial statements.
The Company, through its wholly-owned subsidiary CGGI, owns and operates golf
courses in the United States, with a current portfolio of 24 golf properties
including private country clubs, semi-private clubs and public (or daily fee)
courses. The Company's courses are concentrated in clusters near metropolitan
areas in the Sunbelt states (including Arizona, California and Texas) which have
large golfing populations and attractive climates.
The Company's business consists primarily of operating golf courses and
related facilities, with revenue generated from membership fees and dues at
private country clubs, greens fees, food and beverage services, golf cart
rentals, retail merchandise sales, driving range fees and lodging fees. The
Company owns 18 courses, leases four courses (subject to long-term leases in
excess of 20 years, including extension options), leases one driving range and
pro shop facility and manages one additional course. The Company's portfolio
includes ten private country clubs, nine public facilities and five semi-private
facilities.
2. GUARANTEE
The wholly owned subsidiary of the Company, CGGI, has a credit facility with a
bank and has borrowings of $14,726,000 under the facility outstanding at
September 30, 1997. Under the terms of the credit facility agreement, the
Company has guaranteed the payment of all principal and interest.
48
<PAGE>
COBBLESTONE HOLDINGS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE AT CHARGES TO CHARGES TO BALANCE AT
BEGINNING OF COSTS AND OTHER END OF
YEAR EXPENSES ACCOUNTS ACQUISITIONS DEDUCTIONS YEAR
------------ ---------- ---------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 1995
Deducted from asset accounts:
Allowance for doubtful
accounts receivable................. $ 67,000 $ 58,550 $ -- $ -- $ 49,550 $ 76,000
Allowance for uncollectable
notes receivable .................. -- -- 2,117,000 -- -- 2,117,000
Valuation allowance for
imputed interest .................. -- -- 1,242,867 -- -- 1,242,867
---------- -------- ---------- ------------ -------- ----------
Total................................... $ 67,000 $ 58,550 $3,359,867 $ -- $ 49,550 $3,435,867
========== ======== ========== ============ ======== ==========
YEAR ENDED SEPTEMBER 30, 1996
Deducted from asset accounts:
Allowance for doubtful
accounts receivable ............... $ 76,000 $151,000 $ -- $38,000 $ 90,000 $ 175,000
Allowance for uncollectable
notes receivable .................. 2,117,000 -- -- -- 712,067 1,404,933
Valuation allowance for
imputed interest .................. 1,242,867 -- 15,043 -- -- 1,257,910
---------- -------- ---------- ------------ -------- ----------
Total ................................. $3,435,867 $151,000 $ 15,043 $38,000 $802,067 $2,837,843
========== ======== ========== ============ ======== ==========
YEAR ENDED SEPTEMBER 30, 1997
Deducted from asset accounts:
Allowance for doubtful
accounts receivable ............... $ 175,000 $312,000 $ -- $41,000 $195,000 $ 333,000
Allowance for uncollectable
notes receivable .................. 1,404,933 -- -- -- 623,110 781,823
Valuation allowance for
imputed interest .................. 1,257,910 -- 308,384 -- -- 949,526
---------- -------- ---------- ------------ -------- ----------
Total ................................. $2,837,843 $312,000 $ 308,384 $41,000 $818,110 $2,064,349
========== ======== ========== ============ ======== ==========
</TABLE>
49
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT PAGES
NUMBER DESCRIPTION ------------
- ---------- -----------
<C> <S> <C>
3.1 * Certificate of Incorporation of Cobblestone Holdings, Inc.......................................
3.2 * Bylaws of Cobblestone Holdings, Inc.............................................................
4.1 * Indenture, dated as of June 4, 1996, among Cobblestone Holdings, Inc. and Norwest
Bank Minnesota, National Association, as Trustee, relating to $86,000,000 aggregate
principal amount of 13 1/2% Senior Zero-Coupon Notes due 2004.................................
4.2 * Specimen Certificate of 13 1/2% Senior Zero-Coupon Notes due 2004 (included in Exhibit 4.1
hereto).......................................................................................
4.3 * Indenture, dated as of June 4, 1996, among Cobblestone Golf Group, Inc. and Norwest
Bank Minnesota, National Association, as Trustee, relating to $70,000,000 aggregate
principal amount of 11 1/2% Senior Notes due 2003 (incorporated by reference to
Registration Statement on Form S-4 of Cobblestone Golf Group, Inc. (File
. No. 333-9441) filed on August 2, 1996)........................................................
10.1 * Second Amended and Restated Credit Agreement, dated as of June 4, 1994, among
Cobblestone Golf Group, Inc., Cobblestone Holdings, Inc., Bank of America NT &
SA, as agent and the various lending institutions thereto.....................................
10.2 * Purchase Agreement, dated as of May 29, 1996, among Cobblestone Holdings, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation...........................................
10.3 * Registration Rights Agreement, dated as of May 29, 1996, among Cobblestone
Holdings, Inc. and Donaldson, Lufkin & Jenrette Securities Corporation........................
10.4 * Stockholders' Agreement, dated as of January 31, 1994...........................................
10.5 * Form of Indemnification Agreement...............................................................
10.6 * Lease dated as of July 1, 1996 by and between National Golf Operating Partnership,
L.P., as landlord, and Cobblestone Golf Group, Inc., as tenant................................
10.7 * Letter Agreement dated as of July 1, 1996 by and between National Golf Operating
Partnership, L.P. and Cobblestone Golf Group, Inc.............................................
10.8 Stock Option Plan for Key Employees of Cobblestone Holdings, Inc., dated January 24, 1995.......
12.1 * Statement of Computation of Earnings to Fixed Charges...........................................
21.1 * Subsidiaries of Cobblestone Holdings, Inc.......................................................
24.1 Power of Attorney of Cobblestone Holdings, Inc. (included on signature page
to this Report on Form 10-K)..................................................................
27 Financial Data Schedule.........................................................................
- -----------------------
</TABLE>
* Incorporated by reference to the Registrants' Registration Statement on Form
S-4 (Reg. No. 333-9441) as filed with the Securities and Exchange
Commission on August 2, 1996 and declared effective on October 1, 1996.
[The remainder of this page intentionally left blank]
50
<PAGE>
STOCK OPTION PLAN
FOR KEY EMPLOYEES
OF
COBBLESTONE HOLDINGS, INC.
Cobblestone Holdings, Inc., a corporation organized under the laws of
the State of Delaware, hereby adopts this Stock Option Plan for Key Employees of
Cobblestone Holdings, Inc. The purposes of this Plan are as follows:
(1) To further the growth, development and financial success of the
Company by providing additional incentives to certain of its key Employees who
have been or will be given responsibility for the management or administration
of the Company's business affairs, by assisting them to become owners of the
Company's Common Stock and thus to benefit directly from its growth, development
and financial success.
(2) To enable the Company to obtain and retain the services of the
type of professional, technical and managerial employees considered essential to
the long-range success of the Company by providing and offering them an
opportunity to become owners of the Company's Common Stock under options,
including options that are intended to qualify as "incentive stock options"
under Section 422 of the Code.
ARTICLE I
DEFINITIONS
-----------
Whenever the following terms are used in this Plan, they shall have
the meaning specified below unless the context clearly indicates to the
contrary. The masculine pronoun shall include the feminine and neuter and the
singular shall include the plural, where the context so indicates.
Section 1.1 - Board
- ----------- -----
"Board" shall mean the Board of Directors of the Company.
Section 1.2 - Code
- ----------- ----
"Code" shall mean the Internal Revenue Code of 1986, as amended.
1
<PAGE>
Section 1.3 - Company
- ----------- -------
"Company" shall mean Cobblestone Holdings, Inc. In addition,
"Company" shall mean any corporation assuming, or issuing new employee stock
options in substitution for, Incentive Stock Options, outstanding under the
Plan, in a transaction to which Section 424(a) of the Code applies.
Section 1.4 - Director
- ----------- --------
"Director" shall mean a member of the Board.
Section 1.5 - Employee
- ----------- --------
"Employee" shall mean any employee (as defined in accordance with
the regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company, or of any corporation which is then a Parent Corporation
or a Subsidiary, whether such employee is so employed at the time this Plan is
adopted or becomes so employed subsequent to the adoption of this Plan.
Section 1.6 - Exchange Act
- ----------- ------------
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
Section 1.7 - Incentive Stock Option
- ----------- ----------------------
"Incentive Stock Option" shall mean an Option which qualifies
under Section 422 of the Code and which is designated as an Incentive Stock
Option by the Board.
Section 1.8 - Non-Qualified Option
- ----------- --------------------
"Non-Qualified Option" shall mean an Option which is not an
Incentive Stock Option and which is designated as a Non-Qualified Option by the
Board.
Section 1.9 - Officer
- ----------- -------
"Officer" shall mean an officer of the Company, as defined in Rule
16a-1(f) under the Exchange Act, as such Rule may be amended in the future.
Section 1.10 - Option
- ------------ ------
"Option" shall mean an option to purchase Common Stock of the
Company, granted under the Plan. "Options" includes both Incentive Stock Options
and Non-Qualified Options.
2
<PAGE>
Section 1.11 - Optionee
- ------------ --------
"Optionee" shall mean an Employee to whom an Option is granted
under the Plan.
Section 1.12 - Parent Corporation
- ------------ ------------------
"Parent Corporation" shall mean any corporation in an unbroken
chain of corporations ending with the Company if each of the corporations other
than the Company then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
Section 1.13 - Plan
- ------------ ----
"Plan" shall mean this Stock Option Plan for Key Employees of
Cobblestone Holdings, Inc.
Section 1.14 - Secretary
- ------------ ---------
"Secretary" shall mean the Secretary of the Company.
Section 1.15 - Securities Act
- ------------ --------------
"Securities Act" shall mean the Securities Act of 1933, as
amended.
Section 1.16 - Subsidiary
- ------------ ----------
"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
Section 1.17 - Termination of Employment
- ------------ -------------------------
"Termination of Employment" shall mean the time when the
employee-employer relationship between the Optionee and the Company, a Parent
Corporation or a Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, a termination by resignation,
discharge, death or retirement, but excluding terminations where there is a
simultaneous reemployment by the Company, a Parent Corporation or a Subsidiary.
The Board, in its absolute discretion, shall determine the effect of all other
matters and questions relating to Termination of Employment, including, but not
by way of limitation, the question of whether a Termination of Employment
resulted from a discharge for good cause, and all questions of whether
3
<PAGE>
particular leaves of absence constitute Terminations of Employment; provided,
however, that, with respect to Incentive Stock Options, a leave of absence shall
constitute a Termination of Employment if, and to the extent that, such leave of
absence interrupts employment for the purposes of Section 422(a)(2) of the Code
and the then applicable regulations and revenue rulings under said Section.
ARTICLE II
SHARES SUBJECT TO PLAN
----------------------
Section 2.1 - Shares Subject to Plan
- ----------- ----------------------
The shares of stock subject to Options shall be shares of the
Company's $.01 par value Common Stock. The aggregate number of such shares
which may be issued upon exercise of Options shall not exceed 250,000.
Section 2.2 - Unexercised Options
- ----------- -------------------
If any Option expires or is cancelled without having been fully
exercised, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration or cancellation may again be
optioned hereunder, subject to the limitations of Section 2.1.
Section 2.3 - Changes in Company's Shares
- ----------- ---------------------------
In the event that the outstanding shares of Common Stock of the
Company are hereafter changed into or exchanged for a different number or kind
of shares or other securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend or combination of shares,
appropriate adjustments shall be made by the Board in the number and kind of
shares for the purchase of which Options may be granted, including adjustments
of the limitations in Section 2.1 on the maximum number and kind of shares which
may be issued on exercise of Options.
ARTICLE III
GRANTING OF OPTIONS
-------------------
Section 3.1 - Eligibility
- ----------- -----------
Any key Employee of the Company or of any corporation which is
then a Parent Corporation or a Subsidiary shall be eligible to be granted
Options, except as provided in Section 3.2.
4
<PAGE>
Section 3.2 - Qualification of Incentive Stock Options
- ----------- ----------------------------------------
No Incentive Stock Option shall be granted unless such Option,
when granted, qualifies as an "incentive stock option" under Section 422 of the
Code.
Section 3.3 - Granting of Options
- ----------- -------------------
(a) The Board shall from time to time, in its absolute
discretion:
(i) Determine which Employees are key Employees and select from
among the key Employees (including those to whom Options have been
previously granted under the Plan) such of them as in its opinion should be
granted Options; and
(ii) Determine the number of shares to be subject to such Options
granted to such selected key Employees, and determine whether such Options
are to be Incentive Stock Options or Non-Qualified Options; and
(iii) Determine the terms and conditions of such Options,
consistent with the Plan.
(b) Upon the selection of a key Employee to be granted an Option, the
Board shall instruct the Secretary to issue such Option and may impose such
conditions on the grant of such Option as it deems appropriate. Without
limiting the generality of the preceding sentence, the Board may, in its
discretion and on such terms as it deems appropriate, require as a condition on
the grant of an Option to an Employee that the Employee surrender for
cancellation some or all of the unexercised Options which have been previously
granted to him. An Option the grant of which is conditioned upon such surrender
may have an option price lower (or higher) than the option price of the
surrendered Option, may cover the same (or a lesser or greater) number of shares
as the surrendered Option, may contain such other terms as the Board deems
appropriate and shall be exercisable in accordance with its terms, without
regard to the number of shares, price, option period or any other term or
condition of the surrendered Option.
ARTICLE IV
TERMS OF OPTIONS
----------------
Section 4.1 - Option Agreement
- ----------- ----------------
Each Option shall be evidenced by a written Stock Option
Agreement, which shall be executed by the Optionee and an authorized Officer of
the Company and which shall contain such terms and conditions as the Board shall
determine, consistent with the Plan. Stock Option Agreements evidencing
Incentive Stock Options shall contain such terms and
5
<PAGE>
conditions as may be necessary to qualify such Options as "incentive stock
options" under Section 422 of the Code.
Section 4.2 - Option Price
- ----------- ------------
(a) The price of the shares subject to each Option shall be set
by the Board; provided, however, that the price per share shall be not less than
100% of the fair market value of such shares on the date such Option is granted;
provided, further, that, in the case of an Incentive Stock Option, the price per
share shall not be less than 110% of the fair market value of such shares on the
date such Option is granted in the case of an individual then owning (within the
meaning of Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company, any Subsidiary or any
Parent Corporation.
(b) For purposes of the Plan, the fair market value of a share of
the Company's Common Stock as of a given date shall be: (i) the closing price of
a share of the Company's Common Stock on the principal exchange on which shares
of the Company's Common Stock are then trading, if any, on the day previous to
such date, or, if shares were not traded on the day previous to such date, then
on the next preceding trading day during which a sale occurred; or (ii) if such
Common Stock is not traded on an exchange but is quoted on NASDAQ or a successor
quotation system, (1) the last sales price (if the Company's Common Stock is
then listed as a National Market Issue under the NASD National Market System) or
(2) the mean between the closing representative bid and asked prices (in all
other cases) for the Company's Common Stock on the day previous to such date as
reported by NASDAQ or such successor quotation system; or (iii) if such Common
Stock is not publicly traded on an exchange and not quoted on NASDAQ or a
successor quotation system, the mean between the closing bid and asked prices
for the Company's Common Stock, on the day previous to such date, as determined
in good faith by the Board; or (iv) if the Company's Common Stock is not
publicly traded, the fair market value established by the Board acting in good
faith.
Section 4.3 - Commencement of Exercisability
- ----------- ------------------------------
(a) Except as the Board may otherwise provide with respect to
Options granted to Employees who are not Officers, no Option may be exercised in
whole or in part during the first year after such Option is granted.
(b) Subject to the provisions of Sections 4.3(a), 4.3(c), 4.3(d)
and 7.3, Options shall become exercisable at such times and in such installments
(which may be cumulative) as the Board shall provide in the terms of each
individual Option; provided, however, that by a resolution adopted after an
Option is granted the Board may, on such terms and conditions as it may
determine to be appropriate and subject to Sections 4.3(a),
6
<PAGE>
4.3(c), 4.3(d) and 7.3, accelerate the time at which such Option or any portion
thereof may be exercised.
(c) No portion of an Option which is unexercisable at Termination
of Employment shall thereafter become exercisable.
(d) Notwithstanding any other provision of this Plan, in the case
of an Incentive Stock Option, the aggregate fair market value (determined at the
time the Incentive Stock Option is granted) of the shares of the Company's stock
with respect to which "incentive stock options" (within the meaning of Section
422 of the Code) are exercisable for the first time by the Optionee during any
calendar year (under the Plan and all other incentive stock option plans of the
Company, any Subsidiary and any Parent Corporation) shall not exceed $100,000.
Section 4.4 - Expiration of Options
- ----------- ---------------------
(a) No Option may be exercised to any extent by anyone after the
first to occur of the following events:
(i) The expiration of ten years from the date the Option was
granted; or
(ii) With respect to an Incentive Stock Option in the case of an
Optionee owning (within the meaning of Section 424(d) of the Code), at the
time the Incentive Stock Option was granted, more than 10% of the total
combined voting power of all classes of stock of the Company, any
Subsidiary or any Parent Corporation, the expiration of five years from the
date the Incentive Stock Option was granted; or
(iii) Except in the case of any Optionee who is disabled (within
the meaning of Section 22(e)(3) of the Code), the expiration of three
months from the date of the Optionee's Termination of Employment for any
reason other than such Optionee's death unless the Optionee dies within
said three-month period; or
(iv) In the case of an Optionee who is disabled (within the
meaning of Section 22(e)(3) of the Code), the expiration of one year from
the date of the Optionee's Termination of Employment for any reason other
than such Optionee's death unless the Optionee dies within said one-year
period; or
(v) The expiration of one year from the date of the Optionee's
death.
(b) Subject to the provisions of Section 4.4(a), the Board shall
provide, in the terms of each individual Option, when such Option expires and
becomes unexercisable; and (without limiting the generality of the foregoing)
the Board may provide in the terms of
7
<PAGE>
individual Options that said Options expire immediately upon a Termination of
Employment for any reason.
Section 4.5 - Consideration
- ----------- -------------
In consideration of the granting of an Option, the Optionee shall
agree, in the written Stock Option Agreement, to remain in the employ of the
Company, a Parent Corporation or a Subsidiary for a period of at least one year
after the Option is granted. Nothing in this Plan or in any Stock Option
Agreement hereunder shall confer upon any Optionee any right to continue in the
employ of the Company, any Parent Corporation or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company, its Parent
Corporations and its Subsidiaries, which are hereby expressly reserved, to
discharge any Optionee at any time for any reason whatsoever, with or without
cause.
Section 4.6 - Adjustments in Outstanding Options
- ----------- ----------------------------------
In the event that the outstanding shares of the stock subject to
Options are changed into or exchanged for a different number or kind of shares
of the Company or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split-up, stock
dividend or combination of shares, the Board shall make an appropriate and
equitable adjustment in the number and kind of shares as to which all
outstanding Options, or portions thereof then unexercised, shall be exercisable,
to the end that after such event the Optionee's proportionate interest shall be
maintained as before the occurrence of such event. Such adjustment in an
outstanding Option shall be made without change in the total price applicable to
the Option or the unexercised portion of the Option (except for any change in
the aggregate price resulting from rounding-off of share quantities or prices)
and with any necessary corresponding adjustment in Option price per share;
provided, however, that, in the case of Incentive Stock Options, each such
adjustment shall be made in such manner as not to constitute a "modification"
within the meaning of Section 424(h)(3) of the Code. Any such adjustment made
by the Board shall be final and binding upon all Optionees, the Company and all
other interested persons.
Section 4.7 - Merger, Consolidation, Acquisition, Liquidation or Dissolution
- ----------- --------------------------------------------------------------
Notwithstanding the provisions of Section 4.6, in its absolute
discretion, and on such terms and conditions as it deems appropriate, the Board
may provide by the terms of any Option that such Option cannot be exercised
after the merger or consolidation of the Company with or into another
corporation, the acquisition by another corporation or person of all or
substantially all of the Company's assets or 80% or more of the Company's then
outstanding voting stock or the liquidation or dissolution of the Company; and
if the Board so provides, it may, in its absolute discretion and on such terms
and conditions as it deems appropriate, also provide, either by the terms of
such Option or by a resolution adopted prior to the occurrence of such merger,
consolidation, acquisition, liquidation or dissolution, that,
8
<PAGE>
for some period of time prior to such event, such Option shall be exercisable as
to all shares covered thereby, notwithstanding anything to the contrary in
Section 4.3(a), Section 4.3(b) and/or any installment provisions of such Option,
but subject to Section 4.3(d).
ARTICLE V
EXERCISE OF OPTIONS
-------------------
Section 5.1 - Person Eligible to Exercise
- ----------- ---------------------------
During the lifetime of the Optionee, only he may exercise an
Option (or any portion thereof) granted to him. After the death of the Optionee,
any exercisable portion of an Option may, prior to the time when such portion
becomes unexercisable under the Plan or the applicable Stock Option Agreement,
be exercised by his personal representative or by any person empowered to do so
under the deceased Optionee's will or under the then applicable laws of descent
and distribution.
Section 5.2 - Partial Exercise
- ----------- ----------------
At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
the Plan or the applicable Stock Option Agreement, such Option or portion
thereof may be exercised in whole or in part; provided, however, that the
Company shall not be required to issue fractional shares and the Board may, by
the terms of the Option, require any partial exercise to be with respect to a
specified minimum number of shares.
Section 5.3 - Manner of Exercise
- ----------- ------------------
An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of all of the
following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:
(a) Notice in writing signed by the Optionee or other person then
entitled to exercise such Option or portion, stating that such Option or portion
is exercised, such notice complying with all applicable rules established by the
Board;
(b) Full payment (in cash or by check) for the shares with
respect to which such Option or portion is thereby exercised;
(c) The payment to the Company (or other employer corporation) of
all amounts which it is required to withhold under federal, state or local law
in connection with the exercise of the Option;
9
<PAGE>
(d) Such representations and documents as the Board, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal or state
securities laws or regulations. The Board may, in its absolute discretion, also
take whatever additional actions it deems appropriate to effect such compliance
including, without limitation, placing legends on share certificates and issuing
stop-transfer orders to transfer agents and registrars; and
(e) In the event that the Option or portion thereof shall be
exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option or portion thereof.
Section 5.4 - Conditions to Issuance of Stock Certificates
- ----------- --------------------------------------------
The shares of stock issuable and deliverable upon the exercise of
an Option, or any portion thereof, may be either previously authorized but
unissued shares or issued shares which have then been reacquired by the Company.
The Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and
(b) The completion of any registration or other qualification of
such shares under any state or federal law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory
body, which the Board shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Board shall, in its absolute
discretion, determine to be necessary or advisable; and
(d) The payment to the Company (or other employer corporation) of
all amounts which it is required to withhold under federal, state or local law
in connection with the exercise of the Option; and
(e) The lapse of such reasonable period of time following the
exercise of the Option as the Board may establish from time to time for reasons
of administrative convenience.
Section 5.5 - Rights as Shareholders
- ----------- ----------------------
The holders of Options shall not be, nor have any of the rights or
privileges of, shareholders of the Company in respect of any shares purchasable
upon the exercise of
10
<PAGE>
any part of an Option unless and until certificates representing such shares
have been issued by the Company to such holders.
Section 5.6 - Transfer Restrictions
- ----------- ---------------------
Unless otherwise approved in writing by the Board, no shares
acquired upon exercise of any Option by any Officer may be sold, assigned,
pledged, encumbered or otherwise transferred until at least six months have
elapsed from (but excluding) the date that such Option was granted. The Board,
in its absolute discretion, may impose such other restrictions on the
transferability of the shares purchasable upon the exercise of an Option as it
deems appropriate. Any such other restriction shall be set forth in the
respective Stock Option Agreement and may be referred to on the certificates
evidencing such shares. The Board may require the Employee to give the Company
prompt notice of any disposition of shares of stock, acquired by exercise of an
Incentive Stock Option, within two years from the date of granting such Option
or one year after the transfer of such shares to such Employee. The Board may
direct that the certificates evidencing shares acquired by exercise of an
Incentive Stock Option refer to such requirement to give prompt notice of
disposition.
ARTICLE VI
ADMINISTRATION
--------------
Section 6.1 - Duties and Powers of Board
- ----------- --------------------------
It shall be the duty of the Board to conduct the general
administration of the Plan in accordance with its provisions. The Board shall
have the power to interpret the Plan and the Options and to adopt such rules for
the administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules. Any such
interpretations and rules in regard to Incentive Stock Options shall be
consistent with the basic purpose of the Plan to grant "incentive stock options"
within the meaning of Section 422 of the Code.
Section 6.2 - Professional Assistance; Good Faith Actions
- ----------- -------------------------------------------
All expenses and liabilities incurred by members of the Board in
connection with the administration of the Plan shall be borne by the Company.
The Board may employ attorneys, consultants, accountants, appraisers, brokers or
other persons. The Board, the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the Board
in good faith shall be final and binding upon all Optionees, the Company and all
other interested persons. No member of the Board shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or the
11
<PAGE>
Options, and all members of the Board shall be fully protected by the Company in
respect to any such action, determination or interpretation.
ARTICLE VII
OTHER PROVISIONS
----------------
Section 7.1 - Options Not Transferable
- ----------- ------------------------
No Option or interest or right therein or part thereof shall be
liable for the debts, contracts or engagements of the Optionee or his successors
in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in this Section 7.1 shall
prevent transfers by will or by the applicable laws of descent and distribution.
Section 7.2 - Amendment, Suspension or Termination of the Plan
- ----------- -------------------------------------------------
The Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Board. However,
without approval of the Company's shareholders given within 12 months before or
after the action by the Board, no action of the Board may, except as provided in
Section 2.3, increase any limit imposed in Section 2.1 on the maximum number of
shares which may be issued on exercise of Options, materially modify the
eligibility requirements of Section 3.1, reduce the minimum Option price
requirements of Section 4.2(a) or extend the limit imposed in this Section 7.2
on the period during which Options may be granted. Neither the amendment,
suspension nor termination of the Plan shall, without the consent of the holder
of the Option, impair any rights or obligations under any Option theretofore
granted. No Option may be granted during any period of suspension nor after
termination of the Plan, and in no event may any Option be granted under this
Plan after the first to occur of the following events:
(a) The expiration of ten years from the date the Plan is adopted
by the Board; or
(b) The expiration of ten years from the date the Plan is
approved by the Company's shareholders under Section 7.3.
Section 7.3 - Approval of Plan by Shareholders
- ----------- --------------------------------
This Plan will be submitted for the approval of the Company's
shareholders within 12 months after the date of the Board's initial adoption of
the Plan. Options may be
12
<PAGE>
granted prior to such shareholder approval; provided, however, that such Options
shall not be exercisable prior to the time when the Plan is approved by the
shareholders; provided, further, that if such approval has not been obtained at
the end of said 12-month period, all Options previously granted under the Plan
shall thereupon be cancelled and become null and void.
Section 7.4 - Effect of Plan Upon Other Option and Compensation Plans
- ----------- -------------------------------------------------------
The adoption of this Plan shall not affect any other compensation
or incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary. Nothing in this Plan shall be construed to limit the right of the
Company, any Parent Corporation or any Subsidiary (a) to establish any other
forms of incentives or compensation for employees of the Company, any Parent
Corporation or any Subsidiary or (b) to grant or assume options otherwise than
under this Plan in connection with any proper corporate purpose, including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.
Section 7.5 - Titles
- ----------- ------
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
* * * *
I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of Cobblestone Holdings, Inc. on January 24, 1995.
Executed on this 11 day of December, 1997.
/s/ Stefan C. Karnavas
-----------------------
Secretary
13
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