Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 21, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | DRIVE SHACK INC. | ||
Entity Central Index Key | 0001175483 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Well-known Seasoned Issuer | No | ||
Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 278.5 | ||
Entity Common Stock, Shares Outstanding | 67,070,513 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 28,423 | $ 79,235 |
Restricted cash | 3,103 | 3,326 |
Accounts receivable, net | 5,249 | 7,518 |
Real estate assets, held-for-sale, net | 16,948 | 75,862 |
Real estate securities, available-for-sale | 3,052 | 2,953 |
Other current assets | 17,521 | 20,505 |
Total Current Assets | 74,296 | 189,399 |
Restricted cash, noncurrent | 438 | 258 |
Property and equipment, net of accumulated depreciation | 179,641 | 132,605 |
Operating lease right-of-use assets | 215,308 | |
Intangibles, net of accumulated amortization | 17,565 | 48,388 |
Other investments | 24,020 | 22,613 |
Other assets | 4,723 | 8,684 |
Total Assets | 515,991 | 401,947 |
Current Liabilities | ||
Obligations under finance leases | 6,154 | 5,489 |
Membership deposit liabilities | 10,791 | 8,861 |
Accounts payable and accrued expenses | 25,877 | 45,284 |
Deferred revenue | 26,268 | 18,793 |
Real estate liabilities, held-for-sale | 4 | 2,947 |
Other current liabilities | 23,964 | 22,285 |
Total Current Liabilities | 93,058 | 103,659 |
Credit facilities and obligations under finance leases - noncurrent | 13,125 | 10,489 |
Operating lease liabilities - noncurrent | 187,675 | |
Junior subordinated notes payable | 51,192 | 51,200 |
Membership deposit liabilities, noncurrent | 95,805 | 90,684 |
Deferred revenue, noncurrent | 6,283 | 6,016 |
Other liabilities | 3,278 | 5,232 |
Total Liabilities | 450,416 | 267,280 |
Commitments and contingencies | ||
Equity | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 1,347,321 shares of 9.75% Series B Cumulative Redeemable Preferred Stock, 496,000 shares of 8.05% Series C Cumulative Redeemable Preferred Stock, and 620,000 shares of 8.375% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, issued and outstanding as of December 31, 2019 and 2018 | 61,583 | 61,583 |
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 67,068,751 and 67,027,104 shares issued and outstanding at December 31, 2019 and 2018, respectively | 671 | 670 |
Additional paid-in capital | 3,177,183 | 3,175,843 |
Accumulated deficit | (3,175,572) | (3,105,307) |
Accumulated other comprehensive income | 1,710 | 1,878 |
Total Equity | 65,575 | 134,667 |
Total Liabilities and Equity | $ 515,991 | $ 401,947 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock liquidation preference (in dollars per share) | $ 25 | $ 25 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 67,068,751 | 67,027,104 |
Common stock, shares outstanding (in shares) | 67,068,751 | 67,027,104 |
Series B Cumulative Redeemable Preferred Stock | ||
Preferred stock, dividend rate | 9.75% | 9.75% |
Preferred stock, shares issued (in shares) | 1,347,321 | 1,347,321 |
Preferred stock, shares outstanding (in shares) | 1,347,321 | 1,347,321 |
Series C Cumulative Redeemable Preferred Stock | ||
Preferred stock, dividend rate | 8.05% | 8.05% |
Preferred stock, shares issued (in shares) | 496,000 | 496,000 |
Preferred stock, shares outstanding (in shares) | 496,000 | 496,000 |
Series D Cumulative Redeemable Preferred Stock | ||
Preferred stock, dividend rate | 8.375% | 8.375% |
Preferred stock, shares issued (in shares) | 620,000 | 620,000 |
Preferred stock, shares outstanding (in shares) | 620,000 | 620,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | |||
Total revenues | $ 272,064 | $ 314,369 | $ 292,594 |
Operating costs | |||
Operating expenses | 229,306 | 251,794 | 232,796 |
Cost of sales - food and beverages | 15,217 | 20,153 | 20,959 |
General and administrative expense | 47,976 | 38,560 | 31,413 |
Management fee and termination payment to affiliate | 0 | 0 | 21,410 |
Depreciation and amortization | 22,396 | 19,704 | 24,304 |
Pre-opening costs | 9,040 | 2,483 | 320 |
Impairment and other losses | 15,413 | 8,240 | 60 |
Realized and unrealized (gain) loss on investments | 0 | (131) | 6,243 |
Total operating costs | 339,348 | 340,803 | 337,505 |
Operating loss (income) | (67,284) | (26,434) | (44,911) |
Other income (expenses) | |||
Interest and investment income | 955 | 1,794 | 23,162 |
Interest expense, net | (8,760) | (16,639) | (19,581) |
Other income, net | 20,876 | 2,880 | 94 |
Total other income (expenses) | 13,071 | (11,965) | 3,675 |
Loss before income tax | (54,213) | (38,399) | (41,236) |
Income tax expense | 641 | 284 | 965 |
Net Loss | (54,854) | (38,683) | (42,201) |
Preferred dividends | (5,580) | (5,580) | (5,580) |
Loss Applicable To Common Stockholders | $ (60,434) | $ (44,263) | $ (47,781) |
Loss Applicable to Common Stock, per share | |||
Basic (in dollars per share) | $ (0.90) | $ (0.66) | $ (0.71) |
Diluted (in dollars per share) | $ (0.90) | $ (0.66) | $ (0.71) |
Weighted Average Number of Shares of Common Stock Outstanding | |||
Basic (in shares) | 67,039,556 | 66,993,543 | 66,903,457 |
Diluted (in shares) | 67,039,556 | 66,993,543 | 66,903,457 |
Golf operations | |||
Revenues | |||
Total revenues | $ 216,497 | $ 244,646 | $ 221,737 |
Sales of food and beverages | |||
Revenues | |||
Total revenues | $ 55,567 | $ 69,723 | $ 70,857 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (54,854) | $ (38,683) | $ (42,201) |
Other comprehensive income (loss): | |||
Net unrealized (loss) gain on available-for-sale securities | (168) | 508 | 2,547 |
Reclassification of net realized (gain) on securities into earnings | 0 | 0 | (2,345) |
Other comprehensive (loss) income | (168) | 508 | 202 |
Total comprehensive loss | (55,022) | (38,175) | (41,999) |
Comprehensive loss attributable to Drive Shack Inc. stockholders' equity | $ (55,022) | $ (38,175) | $ (41,999) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Total Equity (Deficit) | Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comp. Income (Loss) |
Balance, beginning at Dec. 31, 2016 | $ 218,067 | $ 61,583 | $ 668 | $ 3,172,720 | $ (3,018,072) | $ 1,168 | |
Balance, beginning (in shares) at Dec. 31, 2016 | 2,463,321 | 66,824,304 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividends declared | (5,580) | (5,580) | |||||
Issuance of common stock | 563 | $ 2 | 561 | ||||
Issuance of common stock (in shares) | 152,800 | ||||||
Comprehensive income (loss) | |||||||
Net loss | $ (42,201) | (42,201) | (42,201) | ||||
Other comprehensive income (loss) | 202 | 202 | |||||
Total comprehensive loss | (41,999) | (41,999) | |||||
Balance, ending at Dec. 31, 2017 | 171,051 | $ 61,583 | $ 670 | 3,173,281 | (3,065,853) | 1,370 | |
Balance, ending (in shares) at Dec. 31, 2017 | 2,463,321 | 66,977,104 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividends declared | (5,580) | (5,580) | |||||
Stock-based compensation | 2,252 | 2,252 | |||||
Issuance of common stock | 310 | 310 | |||||
Issuance of common stock (in shares) | 50,000 | ||||||
Comprehensive income (loss) | |||||||
Net loss | (38,683) | (38,683) | (38,683) | ||||
Other comprehensive income (loss) | 508 | 508 | |||||
Total comprehensive loss | (38,175) | (38,175) | |||||
Balance, ending at Dec. 31, 2018 | 134,667 | 134,667 | $ 61,583 | $ 670 | 3,175,843 | (3,105,307) | 1,878 |
Balance, ending (in shares) at Dec. 31, 2018 | 2,463,321 | 67,027,104 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividends declared | (5,580) | (5,580) | |||||
Stock-based compensation | 1,317 | 1,317 | |||||
Issuance of common stock | 24 | $ 1 | 23 | ||||
Issuance of common stock (in shares) | 6,000 | ||||||
Shares issued from restricted stock units | 0 | ||||||
Shares issued from restricted stock units (in shares) | 35,647 | ||||||
Comprehensive income (loss) | |||||||
Net loss | (54,854) | (54,854) | (54,854) | ||||
Other comprehensive income (loss) | (168) | (168) | |||||
Total comprehensive loss | (55,022) | (55,022) | |||||
Balance, ending at Dec. 31, 2019 | $ 65,575 | $ 65,575 | $ 61,583 | $ 671 | $ 3,177,183 | $ (3,175,572) | $ 1,710 |
Balance, ending (in shares) at Dec. 31, 2019 | 2,463,321 | 67,068,751 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities | |||
Net loss | $ (54,854) | $ (38,683) | $ (42,201) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 22,396 | 19,704 | 24,304 |
Amortization of discount and premium | (275) | 1,159 | (3,457) |
Other amortization | 7,225 | 10,965 | 10,564 |
Net interest income on investments accrued to principal balance | 0 | 0 | (8,458) |
Amortization of revenue on golf membership deposit liabilities | (1,422) | (1,549) | (1,264) |
Amortization of prepaid golf member dues | (14,569) | (26,545) | (28,919) |
Non-cash operating lease expense | 7,043 | 0 | 0 |
Stock based compensation | 1,317 | 2,304 | 563 |
Impairment and other losses | 15,413 | 8,240 | 60 |
Equity in earnings from equity method investment | (1,381) | (1,471) | (1,536) |
Other (gains) losses, net | (19,303) | (9,651) | 5,429 |
Realized and unrealized (gain) loss on investments | 0 | (131) | 1,128 |
Loss on extinguishment of debt, net | 230 | 1,542 | 294 |
Change in: | |||
Accounts receivable, net, other current assets and other assets - noncurrent | 2,727 | 3,075 | (2,159) |
Accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent | 7,335 | 23,839 | 33,277 |
Net cash used in operating activities | (28,118) | (7,202) | (12,375) |
Cash Flows From Investing Activities | |||
Proceeds from sale of property and equipment | 62,899 | 78,888 | 0 |
Deposits received on real estate held-for-sale | 0 | 9,400 | 0 |
Acquisition and additions of property and equipment and intangibles | (74,868) | (62,352) | (34,292) |
Proceeds from sale of securities and loans | 0 | 0 | 595,850 |
Principal repayments from investments | 0 | 0 | 100,020 |
Net payments for settlement of TBAs | 0 | 0 | (4,669) |
Contributions to equity method investment | (24) | (7) | (343) |
Net cash (used in) provided by investing activities | (11,993) | 25,929 | 656,566 |
Cash Flows From Financing Activities | |||
Preferred stock dividends paid | (5,580) | (5,580) | (5,580) |
Repayments of debt obligations | (7,440) | (107,790) | (606,568) |
Golf membership deposits received | 2,262 | 3,143 | 3,431 |
Borrowings under debt obligations | 0 | 0 | 1,651 |
Margin deposits under repurchase agreements and derivatives | 0 | 0 | (89,692) |
Return of margin deposits under repurchase agreements and derivatives | 0 | 0 | 87,785 |
Common stock dividends paid | 0 | 0 | (8,019) |
Other financing activities | 14 | 631 | (55) |
Net cash used in financing activities | (10,744) | (109,596) | (617,047) |
Net (Decrease) Increase in Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent | (50,855) | (90,869) | 27,144 |
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, Beginning of Period | 82,819 | 173,688 | 146,544 |
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, End of Period | 31,964 | 82,819 | 173,688 |
Supplemental Disclosure of Cash Flow Information | |||
Cash paid during the period for interest expense | 3,854 | 10,607 | 12,414 |
Cash paid during the period for income taxes | 124 | 225 | 1,700 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | |||
Preferred stock dividends declared but not paid | 930 | 930 | 930 |
Additions to finance lease assets and liabilities | 12,776 | 4,442 | 4,265 |
Increases (decreases) in accounts payable and accrued expenses related to the purchase of property and equipment | (7,508) | 3,174 | 8,557 |
Property and equipment sold but not settled | $ 0 | $ 0 | $ 800 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Drive Shack Inc., which is referred to in this Annual Report on Form 10-K, together as Drive Shack Inc. or the Company, is an owner and operator of golf-related leisure and “eatertainment” venues focused on bringing people together through competitive socializing. The Company, a Maryland corporation, was formed in 2002, and its common stock is traded on the NYSE under the symbol “DS.” The Company conducts its business through the following segments: (i) Entertainment Golf venues, (ii) Traditional Golf properties and (iii) corporate. For a further discussion of the reportable segments, see Note 4. The Company opened its first Entertainment Golf venue in Orlando, Florida, in April 2018. During the fourth quarter of 2019, the Company briefly closed this venue to retrofit with Generation 2.0 enhancements, including new ball tracking technology, enhanced gaming and a redesigned outfield to provide a more engaging guest experience. During the second half of 2019, the Company opened three Generation 2.0 core Entertainment Golf venues in Raleigh, North Carolina; Richmond, Virginia and West Palm Beach, Florida. The Company's Traditional Golf business is one of the largest operators of golf properties in the United States. As of December 31, 2019 , the Company owned, leased or managed 59 properties across 9 states. The corporate segment consists primarily of securities and other investments and executive management. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES GENERAL Basis of Accounting — The accompanying Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles or GAAP. The Consolidated Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. The Company consolidates those entities in which it has an investment of 50% or more and has control over significant operating, financial and investing decisions of the entity. For entities over which the Company exercises significant influence, but which do not meet the requirements for consolidation, the Company uses the equity method of accounting whereby it records its share of the underlying income of such entities. Prior Period Reclassifications — Certain prior period amounts have been reclassified to conform to the current period's presentation. Effective January 1, 2018, the Company internalized management (as discussed in Note 12) and records corporate overhead, including corporate payroll and related expenses, in "General and administrative expense" on the Consolidated Statements of Operations. Prior to January 1, 2018, the Company reported corporate overhead, including corporate payroll and related expenses, related to the Traditional Golf business in "Operating expenses" on the Consolidated Statements of Operations. The Company reclassified $14.8 million from "Operating expenses" to "General and administrative expense" for the year ended December 31, 2017. The Company adopted ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments effective January 1, 2018, which requires retrospective adjustment to all periods. For the year ended December 31, 2017, the adjustment resulted in an increase of $0.8 million in “Other financing activities”, and a decrease of $0.8 million in “Change in Accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent.” The Company adopted ASU 2016-18 Statement of Cash Flows (Topic 230), Restricted Cash effective January 1, 2018, which requires retrospective adjustment to all periods. There were no adjustments for the year ended December 31, 2017 related to the addition of the reconciliation of restricted cash. Risks and Uncertainties — We plan to develop and construct our Entertainment Golf business through long term ground leases, land acquisition and redevelopment of existing golf courses and other similar customary real estate agreements. Developing new Entertainment Golf venues requires a significant amount of time and resources and poses a number of risks. Construction of new venues may result in cost overruns, delays or unanticipated expenses related to zoning or tax laws. We face competition for potential site locations. Desirable sites may be unavailable or expensive, and the markets in which new venues are located may deteriorate over time. Additionally, the market potential of venues cannot be precisely determined, and our venues may face competition in new markets from unexpected sources. Constructed venues may not perform up to our expectations. For additional information, see Part I, Item 1A. “Risk Factors - Risk Related to Our Business.” Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Comprehensive Income — Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. For the Company's purposes, comprehensive income represents primarily net income, as presented in the Consolidated Statements of Operations, adjusted for unrealized gains or losses on securities available-for-sale. As of December 31, 2019 and 2018 , accumulated other comprehensive income included net unrealized gain on securities of $1.7 and $1.9 million , respectively. REVENUE RECOGNITION Golf Operations Entertainment Golf — Revenue from bay play, events, and other operating activities (consisting primarily of instruction and merchandise sales) is generally recognized at a point in time which is at the time of sale, when services are rendered and collectibility is probable. Traditional Golf — Revenue from green fees, cart rentals, merchandise sales and other operating activities (consisting primarily of range income, banquets and club amenities) is generally recognized at a point in time which is at the time of sale, when services are rendered and collectibility is probable. Revenue from membership dues for private club members and The Players Club members is recognized in the month earned. Membership dues received in advance are included in deferred revenue and recognized as revenue ratably over the appropriate period, which is generally twelve months or less for private club members and the following month for The Players Club members. The membership dues are generally structured to cover the club operating costs and membership services. Private country club members generally pay an advance initiation fee deposit upon their acceptance as a member to the respective country club. Initiation fee deposits are refundable 30 years after the date of acceptance as a member. The difference between the initiation fee deposit paid by the member and the present value of the refund obligation is deferred and recognized into revenue in the Consolidated Statements of Operations on a straight-line basis over the expected life of an active membership, which is estimated to be seven years . The determination of the estimated average expected life of an active membership requires significant judgment and is based on company-specific historical membership addition and attrition data. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30 -year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations. Revenue from the reimbursement of certain operating costs incurred at the Company’s managed Traditional Golf properties is recognized at the time the associated operating costs are incurred as collectibility is probable per the terms of the management contracts and the repayment histories of the property owners. Sales of Food and Beverages — Revenue from food and beverage sales are recorded at the time of sale, net of discounts. Realized and Unrealized (Gain) Loss on Investments and Other Income (Loss), Net — These items are comprised of the following: Year Ended December 31, 2019 2018 2017 (Gain) on settlement of real estate securities $ — $ — $ (2,345 ) Loss on settlement of real estate securities — — 2,803 Realized (gain) loss on settlement of non-hedge derivatives, net — (227 ) 4,669 (Gain) loss on settlement of loans held-for-sale — — (12 ) Unrealized loss on securities, intent-to-sell — — 558 Unrealized loss (gain) on non-hedge derivative instruments — 96 570 Realized and unrealized loss (gain) on investments $ — $ (131 ) $ 6,243 Gain (loss) on sale of long-lived assets and intangibles $ 19,338 $ 8,704 $ (295 ) (Loss) on lease modifications and terminations — (939 ) (161 ) (Loss) on extinguishment of debt, net (230 ) (1,542 ) (294 ) Collateral management fee income, net 440 575 387 Equity in earnings of equity method investments 1,381 1,471 1,536 Other (loss) (A) (53 ) (5,389 ) (1,079 ) Other income, net $ 20,876 $ 2,880 $ 94 (A) During the year ended December 31, 2018 , the Company recorded a net loss of approximately $4.9 million related to the settlement of a legal dispute and a related discharge of liabilities assumed by the counterparty to the settlement. See Note 13 for additional information. Reclassification From Accumulated Other Comprehensive Income Into Net Income — During the year ended December 31, 2017 , a $2.3 million gain on settlement of real estate securities was reclassified out of accumulated other comprehensive income or AOCI into net income, and recorded in "Realized and unrealized (gain) loss on investments" in the Consolidated Statements of Operations. There were no reclassifications from AOCI into net income during the years ended December 31, 2019 and 2018 . EXPENSE RECOGNITION Operating Expenses — Operating expenses consist primarily of payroll, utilities, repairs and maintenance, supplies, marketing, technology support and operating lease rent expense. A majority of the properties and related facilities are leased under long-term operating leases. See Note 6 for additional information. General and Administrative Expense — General and administrative expense consists of costs associated with corporate and administrative functions that support development and operations. Pre-Opening Costs — Pre-opening costs are expensed as incurred and consist primarily of employee payroll, marketing expenses, operating lease costs, travel and related expenses, training costs, food, beverage and other restaurant operating expenses incurred prior to opening an Entertainment Golf venue. Deferred Costs — Deferred costs consist primarily of costs incurred in obtaining financing which are amortized into interest expense over the term of such financing using either the straight-line basis or the interest method. Deferred financing costs are presented as a direct deduction from the carrying amount of the related debt liability. Interest Expense, Net — The Company financed Traditional Golf and Corporate using both fixed and floating rate debt, including mortgage loans and other financing vehicles. Certain of this debt has been issued at a discount. Discounts are accreted into interest expense on the effective yield or interest method, based upon a comparison of actual and expected cash flows, through the expected maturity date of the financing. See Note 10 for additional information. Stock-Based Compensation Expense — The Company maintains an equity incentive plan under which non-qualified stock options, incentive stock options, and restricted stock units or RSUs are granted to employees and non-employee directors. Stock options and RSUs are expensed based on the fair value on the date of grant and amortized on a straight-line basis over the requisite service period. The fair value of RSUs is determined using the stock price on the date of grant. The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model. Unvested stock options and RSUs are forfeited by non-employee directors upon their departure from the board of directors and forfeited by employees upon their termination. All stock-based compensation expense is recorded as general and administrative expense in the Consolidated Statement of Operations. See Note 11 for additional information. BALANCE SHEET MEASUREMENT Property and Equipment, Net — Real estate acquired, related improvements and equipment are recorded at cost less accumulated depreciation. Costs that both materially add value to an asset and extend the useful life of an asset by more than a year are capitalized which may include significant renovations, remodels and major repairs. Costs that do not meet this criteria, such as minor repairs and routine maintenance, are expensed as incurred. Depreciation is calculated using the straight-line method based on the lesser of the following estimated useful lives or the lease term: Buildings and improvements 10-40 years Finance leases - equipment 2-6 years Furniture, fixtures, and equipment 2-7 years The Company leases certain golf carts and other equipment that are classified as finance leases. The value of finance leases is recorded as an asset on the balance sheet, along with a liability related to the present value of associated payments. Depreciation of finance lease assets is calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms. The cost of equipment under finance leases is recorded in "Property and equipment, net of accumulated depreciation" on the Consolidated Balance Sheets. Payments under the leases are treated as reductions of the obligations under finance leases, with a portion being recorded as interest expense under the effective interest method. Real Estate, Held-for-Sale — Long-lived assets to be disposed of by sale, which meet certain criteria, are reclassified to real estate held-for-sale and measured at the lower of their carrying amount or fair value less costs of sale. The Company suspends depreciation and amortization for assets held-for-sale. Subsequent changes to the estimated fair value less costs to sell could impact the measurement of assets held-for-sale. Decreases below carrying value are recognized as an impairment loss and recorded in "Impairment and other losses" on the Consolidated Statements of Operations. To the extent the fair value increases, any previously reported impairment is reversed to the extent of any impairment taken. Real estate held-for-sale is recorded in “Real estate assets, held-for-sale, net” and “Real estate liabilities, held-for-sale” on the Consolidated Balance Sheets. Real Estate Securities — The Company invested in securities, including real estate related asset backed securities which are classified as available-for-sale. Securities available-for-sale are carried at market value with the net unrealized gains or losses reported as a separate component of accumulated other comprehensive income, to the extent impairment losses are considered temporary. At disposition, the net realized gain or loss is determined on the basis of the cost of the specific investments and is included in earnings. Unrealized losses on securities are charged to earnings if there is an intent to sell or if they reflect a decline in value that is other-than-temporary. Income on these securities is recognized using a level yield methodology based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. Impairment of Securities — The Company continually evaluates securities for impairment. Securities are considered to be other-than-temporarily impaired, for financial reporting purposes, whenever there has been a probable adverse change in the timing or amounts of expected cash flows. The Company must record a write-down if it has the intent to sell a given security in an unrealized loss position, or if it is more likely than not that it will be required to sell such a security. Upon determination of impairment, the Company records a direct write-down for securities based on the estimated fair value of the security or underlying collateral using a discounted cash flow analysis or based on an observable market value. Actual losses may differ from the Company’s estimates. Leasing Arrangements — The Company evaluates at lease inception whether an arrangement is or contains a lease by providing the Company with the right to control an asset. Operating leases are accounted for on the balance sheet with the Right of Use (“ROU”) assets and lease liabilities recognized in "Operating lease right-of-use assets," "Other current liabilities" and "Operating lease liabilities - noncurrent" in the Consolidated Balance Sheets. Finance lease ROU assets, current lease liabilities and noncurrent lease liabilities are recognized in "Property and equipment, net of accumulated depreciation," and "Obligations under finance leases" and "Credit facilities and obligations under finance leases - noncurrent" in the Consolidated Balance Sheets, respectively. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined using a portfolio approach based on the rate of interest that the Company would pay to borrow an amount equal to the lease payments for a similar term and in a similar economic environment on a collateralized basis. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid rent, and lease incentives received and are subsequently amortized into lease cost on a straight-line basis. Depreciation of the finance lease ROU assets are subsequently calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms and recorded in "Depreciation and amortization" on the Consolidated Statements of Operations. In addition to the fixed minimum payments required under the lease arrangements, certain leases require variable lease payments, which are payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments as well as payment of taxes assessed against the leased property. The leases generally also require the payment for the cost of insurance and maintenance. Variable lease payments are recognized when the associated activity occurs and contingency is resolved. The Company has elected to combine lease and non-lease components for all lease contracts. Intangibles, Net — Intangible assets and liabilities consist primarily of management contracts, membership base and internally-developed software. The management contract intangible represents the Company’s golf course management contracts for both leased and managed properties. The management contract intangible for leased and managed properties was valued using the discounted cash flow method under the income approach and is amortized over the term of the underlying lease or management agreements, respectively. The membership base intangible represents the Company’s relationship with its private country club members. The membership base intangible was valued using the multi-period excess earnings method under the income approach, and is amortized over the expected life of an active membership. Internally-developed software represents proprietary software developed for the Company’s exclusive use. Internally-developed software is amortized over the expected useful life of the software. Amortization of intangible assets is included within depreciation and amortization in the Consolidated Statements of Operations. Amortization of all intangible assets is calculated using the straight-line method based on the following estimated useful lives: Trade name 30 years Management contracts 2 - 26 years Internally-developed software 3 - 5 years Membership base 7 years Liquor licenses Nonamortizable Impairment of Long-lived Assets — The Company periodically reviews the carrying amounts of its long-lived assets, including real estate held-for-use and held-for-sale, as well as finite-lived intangible assets and right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. The assessment of recoverability is based on management’s estimates by comparing the sum of the estimated undiscounted cash flows generated by the underlying asset, or other appropriate grouping of assets, to its carrying value to determine whether an impairment existed at its lowest level of identifiable cash flows. If the carrying amount is greater than the expected undiscounted cash flows, the assets are considered impaired and an impairment is recognized to the extent the carrying value of such asset exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Membership Deposit Liabilities — Private country club members in our Traditional Golf business generally pay an advance initiation fee deposit upon their acceptance as a member to the respective country club. Initiation fee deposits are refundable 30 years after the date of acceptance as a member. The difference between the initiation fee deposit paid by the member and the present value of the refund obligation is deferred and recognized into Golf operations revenue in the Consolidated Statements of Operations on a straight-line basis over the expected life of an active membership, which is estimated to be seven years. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30 -year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations. Other Investment — The Company owns an approximately 22% economic interest in a limited liability company which owns preferred equity in a commercial entertainment and retail real estate project. The Company accounts for this investment as an equity method investment. As of December 31, 2019 and 2018 , the carrying value of this investment was $24.0 million and $22.6 million , respectively. The Company evaluates its equity method investment for other than temporary impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. The evaluation of recoverability is based on management’s assessment of the financial condition and near term prospects of the real estate project, the length of time and the extent to which the market value of the investment has been less than cost, availability and cost of financing, demand for space, competition for tenants, guest visits, changes in market rental rates, and net operating results. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its recoverability analyses may not be realized, and actual losses or impairment may be realized in the future. As the fair value inputs utilized are unobservable, the Company determined that the significant inputs used to value this real estate investment falls within Level 3 for fair value reporting. Cash and Cash Equivalents and Restricted Cash — The Company considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits. The Company has not experienced any losses in the accounts and believe that the Company is not exposed to significant credit risk because the accounts are at major financial institutions. Restricted cash consisted of: December 31, 2019 2018 CDO trustee accounts $ 114 $ 127 Restricted cash for construction-in-progress 1,536 2,008 Restricted cash - Traditional Golf 1,656 1,266 Restricted cash - Entertainment Golf 235 183 Restricted cash, current and noncurrent $ 3,541 $ 3,584 Accounts Receivable, Net — Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts of $1.1 million and $1.0 million as of December 31, 2019 and 2018 , respectively. The allowance for doubtful accounts is based upon several factors including the length of time the receivables are past due, historical payment trends and current economic factors. Collateral is generally not required. The allowance for doubtful accounts increased by $0.1 million and by $0.2 million for the years ended December 31, 2019 and 2018 , respectively. Other Current Assets The following table summarizes the Company's other current assets: December 31, 2019 2018 Managed property receivables 5,426 4,225 Prepaid expenses 3,608 2,651 Deposits 1,374 2,494 Inventory 2,762 2,855 Miscellaneous current assets, net 4,351 8,280 Other current assets $ 17,521 $ 20,505 Other Assets The following table summarizes the Company's other assets: December 31, 2019 2018 Prepaid expenses $ 317 $ 277 Deposits 2,123 2,140 Miscellaneous assets, net 2,283 6,267 Other assets $ 4,723 $ 8,684 Managed Property Receivables – Managed property receivables consists of amounts due from Traditional Golf managed properties. Prepaid Expenses – Prepaid expenses consists primarily of prepaid insurance and prepaid rent and are expensed over the usage period of the goods or services. Deposits – Deposits consist primarily of property lease security deposits. Inventory – Inventory is valued at the lower of cost or market. Cost is determined on the first-in, first-out (“FIFO”) method. Inventories consist primarily of food, beverages and merchandise for sale. Accounts Payable and Accrued Expenses — Accounts payable reflect expenses related to goods and services received that have not yet been paid and accrued expenses reflect expenses related to goods received and services performed for which invoices have not yet been received. Deferred Revenue — Payments received in advance of the performance of services are recorded as deferred revenue until the services are performed. Other Current Liabilities The following table summarizes the Company's other current liabilities: December 31, 2019 2018 Security deposits payable $ — $ 14,188 Operating lease liabilities 16,922 — Accrued rent 2,769 2,885 Dividends payable 930 930 Miscellaneous current liabilities 3,343 4,282 Other current liabilities $ 23,964 $ 22,285 Other Liabilities The following table summarizes the Company's other liabilities: December 31, 2019 2018 Service obligation intangible $ 1,776 $ 2,759 Accrued rent — 1,617 Miscellaneous liabilities 1,502 856 Other liabilities $ 3,278 $ 5,232 Security Deposits Payable – Security deposits payable relate to deposits received for events and other activities at Traditional Golf properties. Operating Lease Liabilities – Operating lease liabilities relate to ground leases and/or related facilities and office leases. See Note 6 for additional information Service Obligation Intangible – Service obligation intangible relates to the Company's obligation to operate leased golf properties that were expected to generate losses as part of the Traditional Golf acquisition. Accrued Rent – Accrued rent primarily relates to amounts accrued or owed for variable lease costs. Dividends Payable – Represents dividends declared but not paid. Stock Options — The fair value of the options issued as compensation to FIG LLC (the former "Manager") for its successful efforts in raising capital for the Company was recorded as an increase in equity with an offsetting reduction of capital proceeds received. Stock options granted to the Company’s employees and non-employee directors were recorded as an increase in equity. See Note 11 for additional information. Restricted Stock Units or RSUs — The fair value of the RSUs issued to the Company's employees and independent directors as part of annual compensation were recorded as an increase in equity. See Note 11 for additional information. Preferred Stock — The Company’s accounting policy for its preferred stock is described in Note 11. Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the periods in which the temporary differences are expected to reverse. A valuation allowance is recognized if the Company determines it is more likely than not that all or a portion of a deferred tax asset will not be recognized. The Company recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated Statements of Operations. See Note 14 for additional information. Amortization of Discount and Premium and Other Amortization — As reflected in the Consolidated Statements of Cash Flows, these items are comprised of the following: Year Ended December 31, 2019 2018 2017 Accretion of net discount on securities, loans and other investments $ (267 ) $ (151 ) $ (4,698 ) Amortization of net discount on debt obligations and deferred financing costs (8 ) 1,310 1,241 Amortization of discount and premium $ (275 ) $ 1,159 $ (3,457 ) Amortization of leasehold intangibles $ — $ 4,093 $ 4,111 Accretion of membership deposit liability 7,225 6,872 6,453 Other amortization $ 7,225 $ 10,965 $ 10,564 Recent Accounting Pronouncements — In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02 Leases (Topic 842) . The standard requires lessees to recognize most leases on the balance sheet and addresses certain aspects of lessor accounting. On January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective approach. The Company utilized the effective date transition method and accordingly was not required to adjust its comparative period financial information for effects of ASU 2016-02. The Company elected to adopt practical expedients which permits it to not reassess its prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company elected to combine lease and non-lease components for all lease contracts and also elected not to recognize ROU assets and lease liabilities for leases with terms of 12 months or less. The Company also elected to adopt the practical expedient for land easements which permits it not to evaluate existing and expired land easements under the new standard. The adoption of ASU 2016-02 had a material impact on the Company’s Consolidated Balance Sheets, resulting in the recognition of operating lease right-of-use assets and operating lease liabilities of $225.6 million and $205.9 million , respectively, with the difference primarily due to reclassifications of leasehold intangibles and an adjustment to accumulated deficit. There was no material impact on the Consolidated Statements of Operations. In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount under the other-than-temporary impairment model. In November 2018, the FASB issued ASU 2018-19 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that operating lease receivables accounted for under ASC 842 are not in the scope of this guidance. In April 2019, the FASB issued ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which addresses certain fair value disclosure requirements, the measurement basis under the measurement alternative and which equity securities have to be remeasured at historical exchange rates. In May 2019, the FASB issued Financial Instruments - Credit Losses (Topic 326), Targeted Transition Relief , which allows entities to elect to measure assets in the scope of ASC 326-20, using the fair value option when ASU 2016-13 is adopted. In November 2019, the FASB issued ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments - Credit Losses which makes several narrow-scope amendments to the new credit losses standard, including an amendment requiring entities to include certain expected recoveries of the amortized cost basis previously written off. The effective date of the standards will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and early adoption is permitted for annual periods beginning after December 15, 2018. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company has identified the financial assets in the scope of the new standard and is developing methods to estimate current expected credit losses associated with these financial assets, and determining changes ne |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES The majority of the Company’s revenue is recognized at a point in time which is at the time of sale to customers at the Company’s Entertainment Golf venues and Traditional Golf properties, including green fees, cart rentals, bay play, events and sales of food, beverages and merchandise. Revenue from membership dues is recognized in the month earned. Membership dues received in advance are included in deferred revenue and recognized as revenue ratably over the appropriate period, which is generally twelve months or less for private club members and the following month for The Players Club members. The Company’s revenue is all generated within the Entertainment and Traditional Golf segments. The following table disaggregates revenue by category: Entertainment Golf venues, public and private golf properties (owned and leased) and managed golf properties. For Year Ended December 31, 2019 2018 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations 7,806 96,777 53,728 58,186 216,497 2,191 116,009 101,669 24,777 244,646 Sales of food and beverages 11,974 32,347 11,246 — 55,567 2,713 39,280 27,730 — 69,723 Total revenues $ 19,780 $ 129,124 $ 64,974 $ 58,186 $ 272,064 $ 4,904 $ 155,289 $ 129,399 $ 24,777 $ 314,369 (A) Includes $52.4 million and $22.1 million for the years ended December 31, 2019 and 2018 , respectively, due to management contract reimbursements reported under ASC 606. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Company currently has three reportable segments: (i) Entertainment Golf venues, (ii) Traditional Golf properties, and (iii) corporate. The chief operating decision maker (“CODM”) for each segment is our Chief Executive Officer and President, who reviews discrete financial information for each reportable segment to manage the Company, including resource allocation and performance assessment. The Company opened its first Entertainment Golf venue in Orlando, Florida, in April 2018. During the second half of 2019, the Company opened three Generation 2.0 core Entertainment Golf venues in Raleigh, North Carolina; Richmond, Virginia and West Palm Beach, Florida. Additionally, the Company’s Traditional Golf business is one of the largest operators of golf properties in the United States. As of December 31, 2019 , the Company owned, leased or managed 59 properties across 9 states. The corporate segment consists primarily of investments in loans and securities, interest income on short-term investments, general and administrative expenses as a public company, interest expense on the junior subordinated notes payable (Note 8) and income tax expense (Note 14). Summary financial data on the Company’s segments is given below, together with reconciliation to the same data for the Company as a whole: Entertainment Golf Traditional Golf Corporate Total Year Ended December 31, 2019 Revenues Golf operations $ 7,806 $ 208,691 $ — $ 216,497 Sales of food and beverages 11,974 43,593 — 55,567 Total revenues 19,780 252,284 — 272,064 Operating costs Operating expenses (A) 16,403 212,903 — 229,306 Cost of sales - food and beverages 2,984 12,233 — 15,217 General and administrative expense (B) 14,081 16,812 12,008 42,901 General and administrative expense - acquisition and transaction expenses (C) 3,490 798 787 5,075 Depreciation and amortization 5,935 16,266 195 22,396 Pre-opening costs (D) 9,040 — — 9,040 Impairment and other losses 10,196 5,217 — 15,413 Realized and unrealized loss on investments — — — — Total operating costs 62,129 264,229 12,990 339,348 Operating loss (42,349 ) (11,945 ) (12,990 ) (67,284 ) Other income (expenses) Interest and investment income 321 105 529 955 Interest expense (E) (355 ) (8,238 ) (2,415 ) (11,008 ) Capitalized interest (E) — 586 1,662 2,248 Other income (loss), net — 19,069 1,807 20,876 Total other income (expenses) (34 ) 11,522 1,583 13,071 Income tax expense 62 8 571 641 Net loss (42,445 ) (431 ) (11,978 ) (54,854 ) Preferred dividends — — (5,580 ) (5,580 ) Loss applicable to common stockholders $ (42,445 ) $ (431 ) $ (17,558 ) $ (60,434 ) Entertainment Golf Traditional Golf Corporate (F) Total December 31, 2019 Total assets 163,583 308,456 43,952 515,991 Total liabilities 36,375 350,968 63,073 450,416 Preferred stock — — 61,583 61,583 Equity (loss) attributable to common stockholders $ 127,208 $ (42,512 ) $ (80,704 ) $ 3,992 Additions to property and equipment (including finance leases) during the year ended December 31, 2019 $ 62,543 $ 14,966 $ 1,764 $ 79,273 Summary segment financial data (continued). Entertainment Golf Traditional Golf Corporate Total Year Ended December 31, 2018 Revenues Golf operations $ 2,191 $ 242,455 $ — $ 244,646 Sales of food and beverages 2,713 67,010 — 69,723 Total revenues 4,904 309,465 — 314,369 Operating costs Operating expenses (A) 5,398 246,396 — 251,794 Cost of sales - food and beverages 640 19,513 — 20,153 General and administrative expense (B) 6,382 16,702 11,271 34,355 General and administrative expense - acquisition and transaction expenses (C) 2,679 1,024 502 4,205 Depreciation and amortization 1,886 17,814 4 19,704 Pre-opening costs (D) 2,483 — — 2,483 Impairment and other losses — 8,093 147 8,240 Realized and unrealized loss on investments — (131 ) — (131 ) Total operating costs 19,468 309,411 11,924 340,803 Operating (loss) income (14,564 ) 54 (11,924 ) (26,434 ) Other income (expenses) Interest and investment income 281 194 1,319 1,794 Interest expense (E) — (16,046 ) (2,274 ) (18,320 ) Capitalized interest (E) — 1,121 560 1,681 Other income, net — 846 2,034 2,880 Total other income (expenses) 281 (13,885 ) 1,639 (11,965 ) Income tax expense — — 284 284 Net loss (14,283 ) (13,831 ) (10,569 ) (38,683 ) Preferred dividends — — (5,580 ) (5,580 ) Loss applicable to common stockholders $ (14,283 ) $ (13,831 ) $ (16,149 ) $ (44,263 ) Entertainment Golf Traditional Golf Corporate (F) Total December 31, 2018 Total assets 117,416 225,904 58,627 401,947 Total liabilities 13,561 196,836 56,883 267,280 Preferred stock — — 61,583 61,583 Equity attributable to common stockholders $ 103,855 $ 29,068 $ (59,839 ) $ 73,084 Additions to property and equipment (including finance leases) during the year ended December 31, 2018 $ 55,924 $ 14,042 $ — $ 69,966 Summary segment financial data (continued). Entertainment Golf Traditional Golf Corporate Total Year Ended December 31, 2017 Revenues Golf operations $ — $ 221,737 $ — $ 221,737 Sales of food and beverages — 70,857 — 70,857 Total revenues — 292,594 — 292,594 Operating costs Operating expenses (A) — 232,796 — 232,796 Cost of sales - food and beverages — 20,959 — 20,959 General and administrative expense (B) 147 16,073 6,456 22,676 General and administrative expense - acquisition and transaction expenses (C) 7,139 677 921 8,737 Management fee and termination payment to affiliate — — 21,410 21,410 Depreciation and amortization 44 24,260 — 24,304 Pre-opening costs (D) 320 — — 320 Impairment and other losses — — 60 60 Realized and unrealized loss on investments — 199 6,044 6,243 Total operating costs 7,650 294,964 34,891 337,505 Operating loss (7,650 ) (2,370 ) (34,891 ) (44,911 ) Other income (expenses) Interest and investment income — 159 23,003 23,162 Interest expense (E) — (15,523 ) (4,304 ) (19,827 ) Capitalized interest (E) — 246 — 246 Other (loss) income, net — (1,762 ) 1,856 94 Total other income (expenses) — (16,880 ) 20,555 3,675 Income tax expense — — 965 965 Net loss (7,650 ) (19,250 ) (15,301 ) (42,201 ) Preferred dividends — — (5,580 ) (5,580 ) Loss applicable to common stockholders $ (7,650 ) $ (19,250 ) $ (20,881 ) $ (47,781 ) Additions to property and equipment (including finance leases) during the year ended December 31, 2017 $ 27,295 $ 16,284 $ 67 $ 43,646 (A) Operating expenses includes rental expenses recorded under operating leases for carts and equipment in the amount of $0.9 million , $1.9 million and $3.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. (B) General and administrative expenses include severance expense in the amount of $2.3 million , $0.1 million and zero for the years ended December 31, 2019 , 2018 and 2017 , respectively. (C) Acquisition and transaction expense includes costs related to completed and potential acquisitions and transactions and strategic initiatives which may include advisory, legal, accounting and other professional or consulting fees. (D) Pre-opening costs are expensed as incurred and consist primarily of site-related marketing expenses, lease expense, employee payroll, travel and related expenses, training costs, food, beverage and other operating expenses incurred prior to opening an Entertainment Golf venue. (E) Interest expense includes the accretion of membership deposit liabilities in the amount of $7.2 million , $6.9 million and $6.5 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Interest expense and capitalized interest total to interest expense, net on the Consolidated Statements of Operations. (F) Total assets in the corporate segment includes an equity method investment in the amount of $24.0 million and $22.6 million as of December 31, 2019 and 2018 , respectively, recorded in other investments on the Consolidated Balance Sheets. See Note 2 for additional information. |
PROPERTY AND EQUIPMENT, NET OF
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION | PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION The following table summarizes the Company's property and equipment: December 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 6,770 $ — $ 6,770 $ 6,747 $ — $ 6,747 Buildings and improvements 147,146 (36,349 ) 110,797 78,833 (30,540 ) 48,293 Furniture, fixtures and equipment 52,327 (19,484 ) 32,843 26,726 (16,729 ) 9,997 Finance leases - equipment 36,166 (16,047 ) 20,119 28,745 (12,843 ) 15,902 Construction in progress 9,112 — 9,112 51,666 — 51,666 Total Property and Equipment $ 251,521 $ (71,880 ) $ 179,641 $ 192,717 $ (60,112 ) $ 132,605 Depreciation is calculated on a straight line basis using the estimated useful lives detailed in Note 2. Depreciation expense, which included amortization of assets recorded under finance leases, was $19.3 million , $16.0 million and $21.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Below is a summary of the activity related to leased and managed Traditional Golf properties. Date Location Leased or Managed Property Description February 2018 Oklahoma Leased agreement terminated June 2018 California Leased agreement terminated, 10 year management agreement executed September 2018 Texas Leased agreement terminated November 2018 California Leased agreement expired December 2018 Michigan Managed agreement terminated, course closing July 2019 California Managed agreement executed October 2019 California Managed agreement terminated, course closing December 2019 California Managed agreement terminated, course closing On March 7, 2018, the Company announced it was actively pursuing the sale of 26 owned Traditional Golf properties in order to generate capital to invest in the growth of the Entertainment Golf business. The assets and associated liabilities are reported on the Consolidated Balance Sheets as “Real estate assets, held-for-sale, net” and “Real estate liabilities, held-for-sale,” respectively. See Note 15 for additional information. In October 2018, we reclassified a golf property in New Mexico from held-for sale to held-and-used and recorded catch-up depreciation expense. As of December 31, 2019 , the real estate assets, held-for-sale, net are reported at a carrying value of $16.9 million and include $12.6 million of land, $3.9 million of buildings and improvements, $0.2 million of furniture, fixtures and equipment, and $0.2 million of other related assets. The real estate liabilities, held-for-sale include golf course liabilities to be assumed, primarily prepaid membership dues. Below is a summary of the Traditional Golf properties sold during 2018 and 2019 (in millions). During the three months ended Number of Golf Properties Sold Sale Price Net Proceeds (A) Transaction Costs Carrying Value Gain (Loss) (B) Management Agreements Executed Subsequent to Sale September 30, 2018 1 $ 3.5 $ 3.2 $ — $ 3.3 $ (0.1 ) — December 31, 2018 (C) 12 $ 86.2 $ 73.5 $ 1.2 $ 62.7 $ 10.8 8 March 31, 2019 (D) 3 $ 28.7 $ 25.5 $ 0.5 $ 20.3 $ 5.2 1 June 30, 2019 (E) 4 $ 19.7 $ 17.9 $ 0.8 $ 18.3 $ (0.4 ) 1 September 30, 2019 1 $ 12.5 $ 12.3 $ 0.2 $ 5.2 $ 7.0 1 December 31, 2019 3 $ 19.1 $ 18.6 $ 0.4 $ 10.9 $ 7.7 2 (A) Net proceeds are inclusive of transaction costs. (B) The gain (loss) on sale is recorded in other income (loss), net on the Consolidated Statements of Operations. (C) The difference between the sales price and the net proceeds was primarily due to prepaid membership dues that we are obligated to remit to the buyer. The Company received proceeds of $75.7 million as of December 31, 2018 and recorded $2.2 million of net payables related to the sales, which was settled in the first quarter of 2019. (D) The Company received sale proceeds of $17.7 million during the three months ended March 31, 2019, consisting of $18.2 million for the golf properties sold during the three months ended March 31, 2019, and $2.2 million for golf properties that were sold during December 2018, less $2.7 million that was remitted to buyers for golf properties that were sold during December 2018. The Company previously received a $9.4 million cash deposit in 2018 related to a golf property that was sold in 2019. The difference between the sales price and the net proceeds was primarily due to prepaid membership dues that we are obligated to remit to the buyer, including $2.1 million payable to the buyer of a golf property sold during the three months ended March 31, 2019. (E) The Company received sale proceeds of $14.9 million during the three months ended June 30, 2019, consisting of $18.4 million for the golf properties sold during the three months ended June 30, 2019, less $3.5 million that was remitted to buyers for golf properties that were sold in 2018 and the first quarter of 2019. |
LEASES LEASES
LEASES LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES On January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective approach, resulting in the recognition of operating lease right-of-use assets and operating lease liabilities of $225.6 million and $205.9 million , respectively, with the difference primarily due to reclassifications of leasehold intangibles and an adjustment to accumulated deficit. The Company's commitments under lease arrangements are primarily ground leases for Entertainment Golf venues and Traditional Golf properties and related facilities, office leases and leases for golf carts and equipment. The majority of lease terms for our Entertainment Golf venues and Traditional Golf properties and related facilities initially range from 10 to 20 years, and include up to eight 5 -year renewal options. In addition to minimum payments, certain leases require payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments. The leases generally require the payment of taxes assessed against the leased property and the cost of insurance and maintenance. Certain leases include scheduled increases or decreases in minimum rental payments at various times during the term of the lease. Equipment and golf cart leases initially range between 24 to 66 months and typically contain renewal options which may be on a month-to-month basis. An option to renew a lease is included in the determination of the ROU asset and lease liability when it is reasonably certain that the renewal option will be exercised. Lease related costs recognized in the Consolidated Statements of Operations for the year ended December 31, 2019 are as follows: Year Ended December 31, 2019 Finance lease cost Amortization of right-of-use assets $ 6,305 Interest on lease liabilities 1,313 Total finance lease cost 7,618 Operating lease cost Operating lease cost 36,236 Short-term lease cost 2,288 Variable lease cost 16,667 Total operating lease cost 55,191 Total lease cost $ 62,809 Other information related to leases included on the Consolidated Balance Sheet as of and for the year ended December 31, 2019 are as follows: Operating Leases Financing Leases Right-of-use assets $ 215,308 $ 20,119 Lease liabilities $ 204,597 $ 19,079 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows $ 30,309 $ 1,313 Financing cash flows N/A $ 7,440 Right-of-use assets obtained in exchange for lease liabilities $ 10,813 $ 12,776 Weighted average remaining lease term 12.7 years 3.5 years Weighted average discount rate 8.8 % 7.3 % Future minimum lease payments under non-cancellable leases as of December 31, 2019 are as follows: Operating Leases Financing Leases 2020 $ 33,151 $ 7,222 2021 32,515 5,881 2022 31,133 4,290 2023 30,962 3,263 2024 24,864 1,039 Thereafter 205,108 33 Total minimum lease payments 357,733 21,728 Less: imputed interest 153,136 2,649 Total lease liabilities $ 204,597 $ 19,079 |
LEASES | LEASES On January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective approach, resulting in the recognition of operating lease right-of-use assets and operating lease liabilities of $225.6 million and $205.9 million , respectively, with the difference primarily due to reclassifications of leasehold intangibles and an adjustment to accumulated deficit. The Company's commitments under lease arrangements are primarily ground leases for Entertainment Golf venues and Traditional Golf properties and related facilities, office leases and leases for golf carts and equipment. The majority of lease terms for our Entertainment Golf venues and Traditional Golf properties and related facilities initially range from 10 to 20 years, and include up to eight 5 -year renewal options. In addition to minimum payments, certain leases require payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments. The leases generally require the payment of taxes assessed against the leased property and the cost of insurance and maintenance. Certain leases include scheduled increases or decreases in minimum rental payments at various times during the term of the lease. Equipment and golf cart leases initially range between 24 to 66 months and typically contain renewal options which may be on a month-to-month basis. An option to renew a lease is included in the determination of the ROU asset and lease liability when it is reasonably certain that the renewal option will be exercised. Lease related costs recognized in the Consolidated Statements of Operations for the year ended December 31, 2019 are as follows: Year Ended December 31, 2019 Finance lease cost Amortization of right-of-use assets $ 6,305 Interest on lease liabilities 1,313 Total finance lease cost 7,618 Operating lease cost Operating lease cost 36,236 Short-term lease cost 2,288 Variable lease cost 16,667 Total operating lease cost 55,191 Total lease cost $ 62,809 Other information related to leases included on the Consolidated Balance Sheet as of and for the year ended December 31, 2019 are as follows: Operating Leases Financing Leases Right-of-use assets $ 215,308 $ 20,119 Lease liabilities $ 204,597 $ 19,079 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows $ 30,309 $ 1,313 Financing cash flows N/A $ 7,440 Right-of-use assets obtained in exchange for lease liabilities $ 10,813 $ 12,776 Weighted average remaining lease term 12.7 years 3.5 years Weighted average discount rate 8.8 % 7.3 % Future minimum lease payments under non-cancellable leases as of December 31, 2019 are as follows: Operating Leases Financing Leases 2020 $ 33,151 $ 7,222 2021 32,515 5,881 2022 31,133 4,290 2023 30,962 3,263 2024 24,864 1,039 Thereafter 205,108 33 Total minimum lease payments 357,733 21,728 Less: imputed interest 153,136 2,649 Total lease liabilities $ 204,597 $ 19,079 |
INTANGIBLES, NET OF ACCUMULATED
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION | INTANGIBLES, NET OF ACCUMULATED AMORTIZATION The following table summarizes the Company's intangible assets: December 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade name $ 700 $ (140 ) $ 560 $ 700 $ (117 ) $ 583 Leasehold intangibles (A) (B) — — — 46,581 (20,270 ) 26,311 Management contracts 32,331 (17,342 ) 14,989 32,932 (15,174 ) 17,758 Internally-developed software 252 (27 ) 225 2,314 (967 ) 1,347 Membership base 5,236 (4,488 ) 748 5,236 (3,740 ) 1,496 Nonamortizable liquor licenses 1,043 — 1,043 893 — 893 Total intangibles $ 39,562 $ (21,997 ) $ 17,565 $ 88,656 $ (40,268 ) $ 48,388 (A) The amortization expense for leasehold intangibles is reported in operating expenses in the Consolidated Statements of Operations. (B) As of January 1, 2019, leasehold intangibles were reclassified from "Intangibles, net of accumulated amortization" to "Operating lease right-of-use assets" in the Consolidated Balance Sheet as part of the adoption of ASU 2016-02. Amortization expense for the years ended December 31, 2019 , 2018 , and 2017 was $3.4 million , $8.0 million and $8.2 million , respectively. The unamortized balance of intangible assets at December 31, 2019 is expected to be amortized as follows: 2020 $ 2,941 2021 1,827 2022 1,571 2023 1,566 2024 1,090 Thereafter 7,527 Total amortizable intangible assets 16,522 Nonamortizable liquor licenses 1,043 Total intangible assets $ 17,565 |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT OBLIGATIONS | DEBT OBLIGATIONS The following table presents certain information regarding the Company's debt obligations: December 31, 2019 December 31, 2018 Debt Obligation/Collateral Month Issued Outstanding Face Amount Carrying Value Final Stated Maturity Weighted Average Coupon Weighted Average Funding Cost (A) Weighted Average Life (Years) Face Amount of Floating Rate Debt Outstanding Face Amount Carrying Value Credit Facilities and Finance Leases Vineyard II Dec 1993 200 200 Dec 2043 2.80% 2.80 % 24.0 200 200 200 Finance Leases (Equipment) June 2014 - Dec 2019 19,079 19,079 Jan 2020 - Jul 2025 3.00% to 15.00% 7.27 % 3.5 — 15,778 15,778 19,279 19,279 7.22 % 3.7 200 15,978 15,978 Less current portion of obligations under finance leases 6,154 6,154 5,489 5,489 Credit facilities and obligations under finance leases - noncurrent 13,125 13,125 10,489 10,489 Corporate Junior subordinated notes payable (B) Mar 2006 51,004 51,192 Apr 2035 3-mon LIBOR+2.25% 4.15 % 15.3 51,004 51,004 51,200 Total debt obligations $ 70,283 $ 70,471 4.99 % 12.1 $ 51,204 $ 66,982 $ 67,178 (A) Including the effect of deferred financing cost. (B) Collateral for this obligation is the Company's general credit. Credit Facilities Traditional Golf is obligated under a $0.2 million loan with the City of Escondido, California (“Vineyard II”). The principal amount of the loan is payable in five equal installments upon reaching the "Achievement Date”, which is the date on which the previous 36 -month period equals or exceeds 240,000 rounds of golf played on the property. As of December 31, 2019 , 240,000 rounds of golf have not been achieved within an applicable 36 -month period. The interest rate is adjusted annually and is equal to 1% plus a short-term investment return, as defined in the loan agreement. As of December 31, 2019 , the interest rate is 2.80% . Finance Leases - Equipment The Company leases certain golf carts and other equipment under finance lease agreements. The agreements typically provide for minimum rentals plus executory costs. Lease terms range from 24 - 66 months. Certain leases include bargain purchase options at lease expiration. See Note 6 for the future minimum lease payments required under the finance leases and the present value of the net minimum lease payments as of December 31, 2019 . Maturity Table The Company’s debt obligations have contractual maturities as follows: Nonrecourse Recourse Total 2020 $ 6,063 $ — $ 6,063 2021 5,088 — 5,088 2022 3,829 — 3,829 2023 3,060 — 3,060 2024 1,006 — 1,006 Thereafter 233 51,004 51,237 Total $ 19,279 $ 51,004 $ 70,283 |
REAL ESTATE SECURITIES
REAL ESTATE SECURITIES | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
REAL ESTATE SECURITIES | REAL ESTATE SECURITIES The following is a summary of the Company’s real estate security at December 31, 2019 and 2018 , which is classified as available-for-sale and is, therefore, reported at fair value with changes in fair value recorded in other comprehensive income, except if the security is other-than-temporarily impaired. Amortized Cost Basis Gross Unrealized Weighted Average Asset Type Outstanding Before Other-Than- After Gains Losses Carrying Value Number of Rating Coupon Yield Life Principal December 31, 2019 ABS - Non-Agency RMBS (E) $ 4,000 $ 2,863 $ (1,521 ) $ 1,342 $ 1,710 $ — $ 3,052 1 CCC 2.18 % 29.70 % 4.0 44.0 % December 31, 2018 ABS - Non-Agency RMBS (E) $ 4,000 $ 2,596 $ (1,521 ) $ 1,075 $ 1,878 $ — $ 2,953 1 CCC 2.90 % 26.65 % 4.9 38.0 % (A) See Note 10 regarding the estimation of fair value, which is equal to carrying value for all securities. (B) Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Ratings provided were determined by third party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current. (C) The weighted average life is based on the timing of expected cash flows on the assets. (D) Percentage of the outstanding face amount of the security and residual interest that is subordinate to the Company’s investment. (E) The ABS - Non-Agency RMBS is a floating rate security and the collateral securing it is located in various geographic regions in the U.S. The Company does not have significant investments in any one geographic region. Unrealized losses that are considered other-than-temporary are recognized currently in earnings. During the year ended December 31, 2017 , the Company recorded other-than-temporary impairment charges (“OTTI”) of $0.6 million , recorded in "Realized and unrealized (gain) loss on investments" in the Consolidated Statements of Operations. The Company recorded no OTTI during the years ended December 31, 2019 and 2018 . Based on management’s analysis of the securities, the performance of the underlying loans and changes in market factors, the Company noted adverse changes in the expected cash flows on certain of these securities and concluded that they were other-than-temporarily impaired. The Company had no securities in an unrealized loss position as of December 31, 2019 . The Company had no activity related to credit losses on securities for the years ended December 31, 2019 and 2018 . |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The following table summarizes the carrying values and estimated fair values of the Company’s financial instruments at December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Carrying Estimated Fair Value Method (A) Carrying Estimated Assets Real estate securities, available-for-sale $ 3,052 $ 3,052 Pricing models - Level 3 $ 2,953 $ 2,953 Cash and cash equivalents 28,423 28,423 79,235 79,235 Restricted cash - current and noncurrent 3,541 3,541 3,584 3,584 Liabilities Junior subordinated notes payable 51,192 24,382 Pricing models - Level 3 51,200 28,396 (A) Pricing models are used for (i) real estate securities that are not traded in an active market, and, therefore, have little or no price transparency, and for which significant unobservable inputs must be used in estimating fair value, or (ii) debt obligations which are private and untraded. Fair Value Measurements Valuation Hierarchy The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company follows this hierarchy for its financial instruments measured at fair value. Level 1 - Quoted prices in active markets for identical instruments. Level 2 - Valuations based principally on observable market parameters, including: • quoted prices for similar assets or liabilities in active markets, • inputs other than quoted prices that are observable for the asset or liability (such as interest rates and yield curves observable at commonly quoted intervals, implied volatilities and credit spreads), and • market corroborated inputs (derived principally from or corroborated by observable market data). Level 3 - Valuations determined using unobservable inputs that are supported by little or no market activity, and that are significant to the overall fair value measurement. The Company’s real estate securities and debt obligations are currently not traded in active markets and therefore have little or no price transparency. As a result, the Company has estimated the fair value of these illiquid instruments based on internal pricing models subject to the Company's controls described below. The Company has various processes and controls in place to ensure that fair value measurements are reasonably estimated. With respect to broker and pricing service quotations, and in order to ensure these quotes represent a reasonable estimate of fair value, the Company’s quarterly procedures include a comparison of such quotations to quotations from different sources, outputs generated from its internal pricing models and transactions completed, as well as on its knowledge and experience of these markets. With respect to fair value estimates generated based on the Company’s internal pricing models, the Company’s management validates the inputs and outputs of the internal pricing models by comparing them to available independent third-party market parameters and models, where available, for reasonableness. The Company believes its valuation methods and the assumptions used are appropriate and consistent with other market participants. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodologies used to determine fair value and such changes could result in a significant increase or decrease in the fair value. For the Company’s investments in real estate securities categorized within Level 3 of the fair value hierarchy, the significant unobservable inputs include the discount rates, assumptions relating to prepayments, default rates and loss severities. Significant Unobservable Inputs The following table provides quantitative information regarding the significant unobservable inputs used by the Company for assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 . Weighted Average Significant Input Asset Type Amortized Fair Discount Rate Prepayment Speed Cumulative Default Rate Loss Severity ABS - Non-Agency RMBS $ 1,342 $ 3,052 10.0 % 8.0 % 2.6 % 70.0 % Total $ 1,342 $ 3,052 All of the inputs used have some degree of market observability, based on the Company’s knowledge of the market, relationships with market participants, and use of common market data sources. Collateral prepayment, default and loss severity projections are in the form of “curves” or “vectors” that vary for each monthly collateral cash flow projection. Methods used to develop these projections vary by asset class but conform to industry conventions. The Company uses assumptions that generate its best estimate of future cash flows of each respective security. Real estate securities measured at fair value on a recurring basis using Level 3 inputs changed as follows: ABS - Non-Agency RMBS Balance at December 31, 2017 $ 2,294 Total gains (losses) (A) Included in other comprehensive income (loss) 508 Amortization included in interest income 246 Purchases, sales and repayments (A) Proceeds (95 ) Balance at December 31, 2018 $ 2,953 Total gains (losses) (A) Included in other comprehensive income (loss) (168 ) Amortization included in interest income 375 Purchases, sales and repayments (A) Proceeds (108 ) Balance at December 31, 2019 $ 3,052 (A) None of the gains (losses) recorded in earnings during the periods is attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting dates. There were no purchases or sales during the years ended December 31, 2019 and 2018 . There were no transfers into or out of Level 3 during the years ended December 31, 2019 and 2018 . Liabilities for Which Fair Value is Only Disclosed The following table summarizes the level of the fair value hierarchy, valuation techniques and inputs used for estimating each class of liabilities not measured at fair value in the statement of financial position but for which fair value is disclosed: Type of Liabilities Not Measured At Fair Value Fair Value for Which Fair Value Is Disclosed Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: • Amount and timing of expected future cash flows • Interest rates • Market yields and the credit spread of the Company |
EQUITY AND EARNINGS PER SHARE
EQUITY AND EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
EQUITY AND EARNINGS PER SHARE | EQUITY AND EARNINGS PER SHARE Earnings per Share The Company is required to present both basic and diluted earnings per share (“EPS”). The following table shows the amounts used in computing basic and diluted EPS: For Year Ended December 31, 2019 2018 2017 Numerator for basic and diluted earnings per share: Loss from continuing operations after preferred dividends $ (60,434 ) $ (44,263 ) $ (47,781 ) Loss Applicable to Common Stockholders $ (60,434 ) $ (44,263 ) $ (47,781 ) Denominator: Denominator for basic earnings per share - weighted average shares 67,039,556 66,993,543 66,903,457 Effect of dilutive securities Options — — — RSUs — — — Denominator for diluted earnings per share - adjusted weighted average shares 67,039,556 66,993,543 66,903,457 Basic earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.90 ) $ (0.66 ) $ (0.71 ) Loss Applicable to Common Stock, per share $ (0.90 ) $ (0.66 ) $ (0.71 ) Diluted earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.90 ) $ (0.66 ) $ (0.71 ) Loss Applicable to Common Stock, per share $ (0.90 ) $ (0.66 ) $ (0.71 ) Basic EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect of dilutive securities during each period. The Company’s dilutive securities are its options and RSUs. During 2019 , 2018 , and 2017 , based on the treasury stock method, the Company had 2,113,022 ; 2,718,704 ; and 1,749,596 potentially dilutive securities, respectively, which were excluded due to the Company's loss position. During 2019 , 2018 and 2017 , the Company had: 396,146 ; 88,023 ; and 201,430 antidilutive options, respectively. Net income (loss) applicable to common stockholders is equal to net income (loss) less preferred dividends. Common Stock Issuances In 2017, the Company issued a total of 152,800 shares of its common stock to its independent directors as a component of their annual compensation. In 2018, the Company issued a total of 50,000 shares of its common stock to an independent director as part of the Director Stock Program described below. In 2019, the Company issued a total of 6,000 shares of its common stock to an independent director as part of the Director Stock Program. In 2019, the Company issued a total of 27,099 of its common stock to independent directors upon vesting of RSUs that were granted in 2018. In 2019, the Company issued a total of 8,548 shares of its common stock to employees upon vesting of RSUs that were granted in 2019. Incentive and Option Plans The Drive Shack Inc. 2018 Omnibus Incentive Plan (the "2018 Plan") was effective upon approval by our shareholders in May 2018 and provides for the issuance of equity-based awards in various forms to eligible participants. As of December 31, 2019 , the 2018 Plan has 5,343,078 shares available for grant in the aggregate, subject to an annual limitation. All outstanding options granted under prior option plans will continue to be subject to the terms and conditions set forth in the agreements evidencing such options and the terms of respective option plan. Upon exercise, all options will be settled in an amount of cash equal to the excess of the fair market value of a share of common stock on the date of exercise over the strike price per share, unless advance approval is made to settle the option in shares of common stock. As detailed in the 2018 Plan, the board of directors may permit a first time non-employee director to make a one-time election to participate in a stock purchase and matching grant program (the "Director Stock Program") which provides that if the non-employee director purchases shares of the Company's common stock at fair value within 30 days following the date the individual becomes a non-employee director, then the Company will issue a matching grant of fully vested shares of common stock equal to 20% of the aggregate fair value of the purchased shares. In 2018, a non-employee director purchased 41,667 shares and the Company issued 8,333 shares representing the matching grant. In 2019, a non-employee director purchased 5,000 shares and the Company issued 1,000 shares representing the matching grant. Stock Options The following is a summary of the changes in the Company's outstanding options for the year ended December 31, 2019 . Number of Options Weighted Average Strike Price Weighted Average Life Remaining (in years) Balance at December 31, 2018 8,436,931 $ 3.72 Granted 695,652 4.66 Forfeited (A) (2,234,237 ) 5.44 Balance at December 31, 2019 6,898,346 $ 3.26 3.4 years Exercisable at December 31, 2019 4,744,696 $ 3.26 2.5 years The Company's outstanding options were summarized as follows: Year Ended December 31, 2019 2018 Held by the former Manager 3,627,245 2,705,253 Granted to the former Manager and subsequently transferred to certain Manager’s employees (B) 1,382,998 2,304,990 Granted to the independent directors 333 333 Granted to Drive Shack employees (A)(C) 1,887,770 3,426,355 Total 6,898,346 8,436,931 (A) In 2019, in connection with the former CEO's retirement, the related option awards were modified to accelerate the vesting of 1,117,118 options, subject to a 90-day exercise period which expired on February 9, 2020. The former CEO forfeited 2,234,237 options upon departure. As a result of the modification, the Company reversed $2.1 million in stock compensation expense. The expense for the modified award was recorded at the modification date fair value. (B) The Company and the former Manager agreed that options held by certain employees formerly employed by the Manager will not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options will relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the Manager as part of their compensation. The options fully vest and are exercisable one year prior to the option expiration date, beginning March 2020 through January 2024. In 2019, a certain employee was terminated by the Company and 921,992 options reverted back to the former Manager. The Company reversed $1.2 million in stock compensation expense related to these options. (C) In 2018, the Company granted 75,000 options to an employee as provided in their employment agreement. The options fully vest on the third anniversary of the grant date. In 2019, the Company granted 695,652 options to an employee that vest and become exercisable in equal annual installment on each of the first three anniversaries of the grant date. The valuation of the employee options has been determined using the Black-Scholes option valuation model. The Black-Scholes option valuation model uses assumptions of expected volatility, expected dividend yield of the Company’s stock, expected term of the awards and the risk-free interest rate. The fair value of the options was determined using the following assumptions: Option Valuation Date January 2018 April 2018 November 2018 April 2019 November 2019 Expected Volatility 39.73 % 35.66 % 35.4 - 35.8% 36.80 % 44.73 % Expected Dividend Yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Expected Remaining Term 3.0 - 6.6 years 2.7 - 6.3 years 6.0 - 6.5 years 6.0 years 0.3 years Risk-Free Rate 2.16 - 2.29% 2.68 - 2.82% 3.09 - 3.11% 2.34 % 1.57 % Fair Value at Valuation Date $ 4,272 $ 3,558 $ 7,478 $ 1,280 $ 67 Stock-based compensation expense is recognized on a straight-line basis from grant date through the vesting date of the options. Stock-based compensation expense related to the employee options was $0.6 million (net of the reversals of stock compensation expenses described above) and $2.2 million during the years ended December 31, 2019 and 2018 , respectively, and was recorded in general and administrative expense on the Consolidated Statements of Operations. The unrecognized stock-based compensation expense related to the unvested options was $3.4 million as of December 31, 2019 and will be expensed over a weighted average of 2.3 years . The closing price on the New York Stock Exchange for the Company’s common stock as of December 31, 2019 was $3.66 per share. Restricted Stock Units (RSUs) The following is a summary of the changes in the Company's RSUs for the year ended December 31, 2019 : Number of RSUs Weighted Average Grant Date Fair Value (per unit) Balance at December 31, 2018 54,641 $ 5.02 Granted (A) 635,819 $ 4.66 Vested/Released (35,647 ) $ 5.17 Forfeited (B) (134,195 ) $ 4.68 Balance at December 31, 2019 520,618 $ 4.66 (A) The Company's non-employee directors were granted 56,076 RSUs during 2019 as part of the annual compensation. The RSUs are subject to a one year vesting period. The Company granted 579,743 RSUs to employees as part of their annual compensation. The RSUs vest in equal annual installments on each of the first three anniversaries of the grant date. (B) Unvested RSUs are forfeited by non-employee directors upon their departure from the board of directors and forfeited by employees upon their termination. Stock-based compensation expense related to the RSUs was $0.7 million and $0.1 million during the years ended December 31, 2019 and 2018 , respectively, and was recorded in general and administrative expense on the Consolidated Statements of Operations. The unrecognized stock-based compensation expense related to the unvested RSUs was $1.9 million as of December 31, 2019 and is expected to be recognized over a weighted average of 2.2 years . Tax Benefits Preservation Plan On March 6, 2020, our board of directors adopted a Tax Benefits Preservation Plan (the “2020 Tax Plan”) with American Stock Transfer and Trust Company, LLC as rights agent, and the disinterested members of the board of directors declared a dividend distribution of one right for each outstanding share of common stock to stockholders of record at the close of business on March 16, 2020. Each right is governed by the terms of the 2020 Tax Plan and entitles the registered holder to purchase from us a unit consisting of one one-thousandth of a share of Series E Junior Participating Preferred Stock, par value $0.01 per share at a purchase price of $18.00 per unit, subject to adjustment. The 2020 Tax Plan is intended to help protect our ability to use our tax net operating losses and certain other tax assets by deterring an “ownership change” as defined under the Code. In connection with the adoption of the Tax Benefit Preservation Plan in 2016, our board of directors approved the Articles Supplementary of Series E Junior Participating Preferred Stock, which was filed with the State Department of Assessments and Taxation of Maryland on December 8, 2016. Preferred Stock In March 2003, the Company issued 2.5 million shares ( $62.5 million face amount) of its 9.75% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred”). In October 2005, the Company issued 1.6 million shares ( $40.0 million face amount) of its 8.05% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred”). In March 2007, the Company issued 2.0 million shares ( $50.0 million face amount) of its 8.375% Series D Cumulative Redeemable Preferred Stock (the “Series D Preferred”). The Series B Preferred, Series C Preferred and Series D Preferred are non-voting, have a $25 per share liquidation preference, no maturity date and no mandatory redemption. The Company has the option to redeem the Series B Preferred, the Series C Preferred and the Series D Preferred, at their liquidation preference. If the Series C Preferred or Series D Preferred cease to be listed on the NYSE or the AMEX, or quoted on the NASDAQ, and the Company is not subject to the reporting requirements of the Exchange Act, the Company has the option to redeem the Series C Preferred or Series D Preferred, as applicable, at their liquidation preference and, during such time any shares of Series C Preferred or Series D Preferred are outstanding, the dividend will increase to 9.05% or 9.375% per annum, respectively. In connection with the issuance of the Series B Preferred, Series C Preferred and Series D Preferred, the Company incurred approximately $2.4 million , $1.5 million , and $1.8 million of costs, respectively, which were netted against the proceeds of such offerings. If any series of preferred stock were redeemed, the related costs would be recorded as an adjustment to income available for common stockholders at that time. In March 2010, the Company settled its offer to exchange (the “Exchange Offer”) shares of its common stock and cash for shares of its preferred stock. After settlement of the Exchange Offer, 1,347,321 shares of Series B Preferred Stock, 496,000 shares of Series C Preferred Stock and 620,000 shares of Series D Preferred Stock remain outstanding for trading on the New York Stock Exchange. As of January 31, 2020, Drive Shack Inc. had paid all current and accrued dividends on its preferred stock. |
TRANSACTIONS WITH AFFILIATES AN
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES | 12 Months Ended |
Dec. 31, 2019 | |
Transactions With Affiliates And Affiliated Entity [Abstract] | |
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES | TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES Agreements with the Former Manager On December 21, 2017, the Company entered into definitive agreements with the Manager to internalize the Company’s management (the “Internalization”). In connection with the termination of the existing Management Agreement, the Company made a payment of $ 10.7 million to the Manager in December 2017. The Internalization became effective on January 1, 2018. On December 21, 2017, the Company entered into a Transition Services Agreement, effective as of January 1, 2018, with the former Manager. In order to facilitate the transition of the Company’s management of its operations and provide the Company sufficient time to develop such services in-house or to hire other third-party service providers for such services, under the Transition Services Agreement, the former Manager continues to provide to the Company certain services which is referred to in this Annual Report as Transition Services. The Transition Services primarily include information technology, legal, regulatory compliance, tax and accounting services. The Transition Services are provided for a fee intended to be equal to the former Manager’s cost of providing the Transition Services, including the allocated cost of, among other things, overhead, employee wages and compensation and out-of-pocket expenses, and will be invoiced on a monthly basis. The Company terminated the Transition Services Agreement during the second quarter of 2019 and incurred $0.1 million and $0.4 million in costs for Transition Services during the years ended December 31, 2019 and 2018 , respectively, and these costs are reported in general and administrative expense on the Consolidated Statements of Operations. At December 31, 2019 , Fortress, through its affiliates, and principals of Fortress, owned 7.3 million shares of the Company’s common stock and Fortress, through its affiliates, had options relating to an additional 3.6 million shares of the Company’s common stock (Note 11). Other Affiliated Entities A member of the Board of Directors owned or leased aircraft that the Company chartered from a third-party aircraft operator for business purposes in the course of operations. The Company paid the aircraft operator market rates for the charters. These amounts totaled less than $0.1 million for each of the three years ended December 31, 2019 , 2018 and 2017 . The Company previously leased corporate office space from an affiliate of a member of the Board of Directors. The Company incurred $0.2 million and $1.1 million in rent expense for the years ended December 31, 2019 and 2018 , respectively, which represents market rates for the office space. The Company agreed to reimburse an affiliate of a member of our board of directors for services of an employee prior to execution of an employment agreement. The Company incurred $0.2 million for the year ended December 31, 2019 , which represents market rates for these services. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation — The Company exited a leased property and accrued related lease exit costs of approximately $0.8 million in December 2016. The Company subsequently entered into a legal dispute related to this golf property. In June 2018, the Company accrued an additional $6.6 million for a total of $7.4 million to settle this legal dispute, which was recorded in "Accounts payable and accrued expenses" in the Consolidated Balance Sheet. In July 2018, the Company settled the dispute for $7.4 million , with $5.2 million payable immediately and $2.2 million payable in six quarterly installments. The Company paid the quarterly installments in full as of December 31, 2019 . The Company is and may become, from time to time, involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. Although management is unable to predict with certainty the eventual outcome of any legal action, management believes the ultimate liability arising from such actions, individually and in the aggregate, which existed at December 31, 2019 , will not materially affect the Company’s consolidated results of operations, financial position or cash flow. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on our financial results. Environmental Costs — As a commercial real estate owner, the Company is subject to potential environmental costs. At December 31, 2019 , management of the Company is not aware of any environmental concerns that would have a material adverse effect on the Company’s consolidated financial position or results of operations. Surety Bonds — The Company is required to maintain bonds under certain third-party agreements, as requested by certain utility providers, and under the rules and regulations of licensing authorities and other governmental agencies. The Company had bonds outstanding of approximately $1.0 million and $2.0 million as of December 31, 2019 and 2018 , respectively. Traditional Golf has four month-to-month property leases which are cancellable by the parties with 30 days written notice. Traditional Golf also has various month-to-month operating leases for carts and equipment. Lease expense is recorded in short-term lease cost as disclosed in Note 6. Membership Deposit Liability — In the Traditional Golf business, private country club members generally pay an advance initiation fee deposit upon their acceptance as a member to the respective country club. Initiation fee deposits are refundable 30 years after the date of acceptance as a member. As of December 31, 2019 , the total face amount of initiation fee deposits was approximately $246.0 million . Restricted Cash — Approximately $3.2 million of restricted cash at December 31, 2019 is used as credit enhancement for Traditional Golf’s obligations related to the performance of lease agreements and certain insurance claims. Commitments — As of December 31, 2019 , the Company has additional operating leases that have not yet commenced of $85.7 million . The leases are expected to commence over the next 12 - 24 months with initial lease terms of approximately 20 years . These leases are primarily real estate leases for future Entertainment Golf venues and the commencement of these leases is contingent on completion of due diligence and satisfaction of certain contingencies which generally occurs prior to construction. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision for income taxes consists of the following: Year Ended December 31, 2019 2018 2017 Current: Federal $ 532 $ 211 $ 710 State and Local 109 73 255 Total Current Provision $ 641 $ 284 $ 965 Deferred: Federal $ — $ — $ — State and Local — — — Total Deferred Provision $ — $ — $ — Total Provision for Income Taxes $ 641 $ 284 $ 965 The Company is subject to U.S. federal and state corporate income tax. As of December 31, 2019 , the Company has a net operating loss carryforward of approximately $391.6 million that is available to offset future U.S. federal taxable income, if and when it arises. The net operating loss carryforward will begin to expire in 2029. A portion of the net operating loss carryforward may be limited in its use due to certain provisions of the Code, including, but not limited to Section 382, which imposes an annual limit on the amount of net operating loss and net capital loss carryforwards that the Company can use to offset future taxable income. As of December 31, 2019 , the Company has a capital loss carryforward of approximately $27.2 million . The capital loss carryforward will begin to expire in 2022. In addition, the Company has a receivable of $1.1 million related to refundable alternative minimum tax (“AMT”) credits. The Company and its subsidiaries file U.S. federal and state income tax returns in various jurisdictions. Generally, the Company is no longer subject to tax examinations by tax authorities for years prior to 2016. The Company has assessed its tax positions for all open years. As of December 31, 2019 , the Company reported a total of $1.2 million of unrecognized tax benefits which, if recognized, would affect the Company’s effective tax rate. The Company does not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within the next twelve months. A reconciliation of the unrecognized tax benefits is as follows: Balance as of December 31, 2018 $ 721 Increase due to tax positions of current year 471 Balance as of December 31, 2019 $ 1,192 Generally, the Company’s effective tax rate differs from the federal statutory rate as a result of state and local taxes and changes in the valuation allowance. The difference between the Company's reported provision for income taxes and the U.S. federal statutory rate of 21% is as follows: December 31, 2019 2018 2017 Provision at the statutory rate 21.00 % 21.00 % 35.00 % Permanent items (0.62 )% (1.12 )% (0.36 )% State and local taxes (0.16 )% (0.15 )% (0.42 )% Valuation allowance (21.11 )% (19.97 )% 64.46 % Effects of change in tax rate — % — % (101.31 )% Unrecognized tax benefits (0.86 )% (1.84 )% — % Tax credits — % 1.36 % — % Other 0.57 % — % 0.31 % Total benefit (1.18 )% (0.72 )% (2.32 )% The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2019 and 2018 are presented below: December 31, 2019 2018 Deferred tax assets: Allowance for loan losses $ 308 $ 292 Depreciation and amortization 3,939 8,964 Accrued expenses 2,488 2,701 Interest 3,661 3,445 Operating lease liabilities 56,803 — Net operating losses 107,415 89,903 Capital losses 7,437 7,352 Deferred revenue 2,124 1,960 Other 5,618 5,306 Total deferred tax assets 189,793 119,923 Less valuation allowance (123,434 ) (104,705 ) Net deferred tax assets $ 66,359 $ 15,218 Deferred tax liabilities: Leaseholds — 7,025 Operating lease right-of-use assets 59,716 — Membership deposit liabilities 6,643 8,193 Total deferred tax liabilities $ 66,359 $ 15,218 Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. As of December 31, 2019 , the Company recorded a full valuation allowance against its net deferred tax assets as management does not believe that it is more likely than not that the net deferred tax assets will be realized. The following table summarizes the change in the deferred tax asset valuation allowance: Valuation allowance at December 31, 2018 $ 104,705 Increase due to current year operations 18,729 Valuation allowance at December 31, 2019 $ 123,434 On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act significantly revises the U.S. corporate income tax regime by, among other things, lowering corporate income tax rates and eliminating the AMT for corporate taxpayers. The Company has accounted for the effects of the Tax Act for the year ended December 31, 2017 which relates to the re-measure of deferred tax assets and liabilities due to the reduction in the corporate income tax rate and has booked a non-recurring income tax receivable in the amount of $0.6 million due to refundable AMT credits. Due to the full valuation allowance, the re-measure of deferred tax assets and liabilities had no impact on the income tax provision for the year ended December 31, 2017. |
IMPAIRMENT AND OTHER LOSSES
IMPAIRMENT AND OTHER LOSSES | 12 Months Ended |
Dec. 31, 2019 | |
Other than Temporary Impairment Losses, Investments [Abstract] | |
IMPAIRMENT AND OTHER LOSSES | IMPAIRMENT AND OTHER LOSSES The following table summarizes the amounts the Company recorded in the Consolidated Statements of Operations: Year Ended December 31, 2019 2018 2017 Traditional golf properties (held-for-sale) $ 1,227 $ 7,002 $ — Traditional golf properties (held-for-use) 3,805 1,091 — Valuation allowance on loans — 147 60 Other losses 10,381 — — Total impairment $ 15,413 $ 8,240 $ 60 Held-for-Sale Impairment: Upon reclassification in March 2018 (see Note 5), the Company assessed the real estate assets, held-for-sale and determined that the carrying value of one property exceeded the fair value less anticipated costs to sell. In March 2018, the Company recognized an impairment loss totaling approximately $1.3 million . The fair value measurement was based on the pricing in a letter of intent and internal valuation models. In 2018, the Company recognized impairment loss and recorded accumulated impairment totaling approximately $5.7 million for four golf properties. The fair value measurements were based on executed purchase agreements or letters of intent that the Company intended to pursue. In 2019, the Company recognized impairment losses and recorded accumulated impairment totaling approximately $1.2 million for three golf properties. The fair value measurements were based on expected selling prices, less costs to sell. The significant inputs used to value these real estate assets fall within Level 3 for fair value reporting. Held for Use Impairment: In 2018, the Company recorded impairment charges totaling approximately $1.1 million primarily related to three golf properties. In 2019, the Company recorded impairment charges totaling $3.8 million for two golf properties. The Company evaluated the recoverability of the carrying value of these assets using the income approach based on future assumptions of cash flows. As the fair value inputs utilized are unobservable, the Company determined that the significant inputs used to value these properties falls within Level 3 for fair value reporting. Other Losses: For the year ended December 31, 2019 , the Company recorded loss on asset retirements of $10.4 million primarily due to the Company's decision to discontinue the use of certain software and equipment at our Entertainment Golf venues, including the renovations at the Orlando venue. |
SUMMARY QUARTERLY CONSOLIDATED
SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) | SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) 2019 Quarter Ended Year Ended March 31 June 30 September 30 December 31 December 31 Total revenues $ 53,952 $ 71,615 $ 74,682 $ 71,815 $ 272,064 Total operating costs 72,231 83,171 92,010 91,936 339,348 Operating loss (income) (18,279 ) (11,556 ) (17,328 ) (20,121 ) (67,284 ) Total other income (expenses) 3,679 (1,403 ) 5,471 5,324 13,071 Income tax expense — — 162 479 641 Net loss (14,600 ) (12,959 ) (12,019 ) (15,276 ) (54,854 ) Preferred dividends (1,395 ) (1,395 ) (1,395 ) (1,395 ) (5,580 ) Loss applicable to common stockholders $ (15,995 ) $ (14,354 ) $ (13,414 ) $ (16,671 ) $ (60,434 ) Loss applicable to common stock, per share Basic $ (0.24 ) $ (0.21 ) $ (0.20 ) $ (0.25 ) $ (0.90 ) Diluted $ (0.24 ) $ (0.21 ) $ (0.20 ) $ (0.25 ) $ (0.90 ) Weighted average number of shares of common stock outstanding Basic 67,027,104 67,029,610 67,040,692 67,060,440 67,039,556 Diluted 67,027,104 67,029,610 67,040,692 67,060,440 67,039,556 2018 Quarter Ended Year Ended March 31 June 30 September 30 December 31 December 31 Total revenues $ 66,660 $ 91,004 $ 87,419 $ 69,286 $ 314,369 Total operating costs 78,946 87,976 94,619 79,262 340,803 Operating loss (income) (12,286 ) 3,028 (7,200 ) (9,976 ) (26,434 ) Total other income (expenses) (4,009 ) (7,831 ) (6,875 ) 6,750 (11,965 ) Income tax expense (benefit) — — — 284 284 Net loss (16,295 ) (4,803 ) (14,075 ) (3,510 ) (38,683 ) Preferred dividends (1,395 ) (1,395 ) (1,395 ) (1,395 ) (5,580 ) Loss applicable to common stockholders $ (17,690 ) $ (6,198 ) $ (15,470 ) $ (4,905 ) $ (44,263 ) Loss applicable to common stock, per share Basic $ (0.26 ) $ (0.09 ) $ (0.23 ) $ (0.07 ) $ (0.66 ) Diluted $ (0.26 ) $ (0.09 ) $ (0.23 ) $ (0.07 ) $ (0.66 ) Weighted average number of shares of common stock outstanding Basic 66,977,104 66,977,104 66,992,322 67,027,104 66,993,543 Diluted 66,977,104 66,977,104 66,992,322 67,027,104 66,993,543 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting — The accompanying Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles or GAAP. The Consolidated Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. The Company consolidates those entities in which it has an investment of 50% or more and has control over significant operating, financial and investing decisions of the entity. For entities over which the Company exercises significant influence, but which do not meet the requirements for consolidation, the Company uses the equity method of accounting whereby it records its share of the underlying income of such entities. |
Prior Period Reclassifications | Prior Period Reclassifications — Certain prior period amounts have been reclassified to conform to the current period's presentation. Effective January 1, 2018, the Company internalized management (as discussed in Note 12) and records corporate overhead, including corporate payroll and related expenses, in "General and administrative expense" on the Consolidated Statements of Operations. Prior to January 1, 2018, the Company reported corporate overhead, including corporate payroll and related expenses, related to the Traditional Golf business in "Operating expenses" on the Consolidated Statements of Operations. |
Risks and Uncertainties | Risks and Uncertainties — We plan to develop and construct our Entertainment Golf business through long term ground leases, land acquisition and redevelopment of existing golf courses and other similar customary real estate agreements. Developing new Entertainment Golf venues requires a significant amount of time and resources and poses a number of risks. Construction of new venues may result in cost overruns, delays or unanticipated expenses related to zoning or tax laws. We face competition for potential site locations. Desirable sites may be unavailable or expensive, and the markets in which new venues are located may deteriorate over time. Additionally, the market potential of venues cannot be precisely determined, and our venues may face competition in new markets from unexpected sources. Constructed venues may not perform up to our expectations. For additional information, see Part I, Item 1A. “Risk Factors - Risk Related to Our Business.” |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Comprehensive Income | Comprehensive Income — Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. For the Company's purposes, comprehensive income represents primarily net income, as presented in the Consolidated Statements of Operations, adjusted for unrealized gains or losses on securities available-for-sale. |
Revenue Recognition and Deferred Revenue | REVENUE RECOGNITION Golf Operations Entertainment Golf — Revenue from bay play, events, and other operating activities (consisting primarily of instruction and merchandise sales) is generally recognized at a point in time which is at the time of sale, when services are rendered and collectibility is probable. Traditional Golf — Revenue from green fees, cart rentals, merchandise sales and other operating activities (consisting primarily of range income, banquets and club amenities) is generally recognized at a point in time which is at the time of sale, when services are rendered and collectibility is probable. Revenue from membership dues for private club members and The Players Club members is recognized in the month earned. Membership dues received in advance are included in deferred revenue and recognized as revenue ratably over the appropriate period, which is generally twelve months or less for private club members and the following month for The Players Club members. The membership dues are generally structured to cover the club operating costs and membership services. Private country club members generally pay an advance initiation fee deposit upon their acceptance as a member to the respective country club. Initiation fee deposits are refundable 30 years after the date of acceptance as a member. The difference between the initiation fee deposit paid by the member and the present value of the refund obligation is deferred and recognized into revenue in the Consolidated Statements of Operations on a straight-line basis over the expected life of an active membership, which is estimated to be seven years . The determination of the estimated average expected life of an active membership requires significant judgment and is based on company-specific historical membership addition and attrition data. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30 -year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations. Revenue from the reimbursement of certain operating costs incurred at the Company’s managed Traditional Golf properties is recognized at the time the associated operating costs are incurred as collectibility is probable per the terms of the management contracts and the repayment histories of the property owners. Sales of Food and Beverages — Revenue from food and beverage sales are recorded at the time of sale, net of discounts. Deferred Revenue — Payments received in advance of the performance of services are recorded as deferred revenue until the services are performed. Deposits – Deposits consist primarily of property lease security deposits. The majority of the Company’s revenue is recognized at a point in time which is at the time of sale to customers at the Company’s Entertainment Golf venues and Traditional Golf properties, including green fees, cart rentals, bay play, events and sales of food, beverages and merchandise. Revenue from membership dues is recognized in the month earned. Membership dues received in advance are included in deferred revenue and recognized as revenue ratably over the appropriate period, which is generally twelve months or less for private club members and the following month for The Players Club members. |
Leases | Operating Expenses — Operating expenses consist primarily of payroll, utilities, repairs and maintenance, supplies, marketing, technology support and operating lease rent expense. A majority of the properties and related facilities are leased under long-term operating leases. Leasing Arrangements — The Company evaluates at lease inception whether an arrangement is or contains a lease by providing the Company with the right to control an asset. Operating leases are accounted for on the balance sheet with the Right of Use (“ROU”) assets and lease liabilities recognized in "Operating lease right-of-use assets," "Other current liabilities" and "Operating lease liabilities - noncurrent" in the Consolidated Balance Sheets. Finance lease ROU assets, current lease liabilities and noncurrent lease liabilities are recognized in "Property and equipment, net of accumulated depreciation," and "Obligations under finance leases" and "Credit facilities and obligations under finance leases - noncurrent" in the Consolidated Balance Sheets, respectively. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined using a portfolio approach based on the rate of interest that the Company would pay to borrow an amount equal to the lease payments for a similar term and in a similar economic environment on a collateralized basis. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid rent, and lease incentives received and are subsequently amortized into lease cost on a straight-line basis. Depreciation of the finance lease ROU assets are subsequently calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms and recorded in "Depreciation and amortization" on the Consolidated Statements of Operations. In addition to the fixed minimum payments required under the lease arrangements, certain leases require variable lease payments, which are payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments as well as payment of taxes assessed against the leased property. The leases generally also require the payment for the cost of insurance and maintenance. Variable lease payments are recognized when the associated activity occurs and contingency is resolved. The Company has elected to combine lease and non-lease components for all lease contracts. An option to renew a lease is included in the determination of the ROU asset and lease liability when it is reasonably certain that the renewal option will be exercised. |
General and Administrative Expense | General and Administrative Expense — General and administrative expense consists of costs associated with corporate and administrative functions that support development and operations. |
Pre-Opening Costs | Pre-Opening Costs — Pre-opening costs are expensed as incurred and consist primarily of employee payroll, marketing expenses, operating lease costs, travel and related expenses, training costs, food, beverage and other restaurant operating expenses incurred prior to opening an Entertainment Golf venue. |
Deferred Costs | Deferred Costs — Deferred costs consist primarily of costs incurred in obtaining financing which are amortized into interest expense over the term of such financing using either the straight-line basis or the interest method. Deferred financing costs are presented as a direct deduction from the carrying amount of the related debt liability. |
Interest Expense, Net | Interest Expense, Net — The Company financed Traditional Golf and Corporate using both fixed and floating rate debt, including mortgage loans and other financing vehicles. Certain of this debt has been issued at a discount. Discounts are accreted into interest expense on the effective yield or interest method, based upon a comparison of actual and expected cash flows, through the expected maturity date of the financing. See Note 10 for additional information. |
Stock-Based Compensation Expense, Stock Options and Restricted Stock Units or RSUs | Stock-Based Compensation Expense — The Company maintains an equity incentive plan under which non-qualified stock options, incentive stock options, and restricted stock units or RSUs are granted to employees and non-employee directors. Stock options and RSUs are expensed based on the fair value on the date of grant and amortized on a straight-line basis over the requisite service period. The fair value of RSUs is determined using the stock price on the date of grant. The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model. Unvested stock options and RSUs are forfeited by non-employee directors upon their departure from the board of directors and forfeited by employees upon their termination. All stock-based compensation expense is recorded as general and administrative expense in the Consolidated Statement of Operations. Stock Options — The fair value of the options issued as compensation to FIG LLC (the former "Manager") for its successful efforts in raising capital for the Company was recorded as an increase in equity with an offsetting reduction of capital proceeds received. Stock options granted to the Company’s employees and non-employee directors were recorded as an increase in equity. See Note 11 for additional information. Restricted Stock Units or RSUs — The fair value of the RSUs issued to the Company's employees and independent directors as part of annual compensation were recorded as an increase in equity. |
Property and Equipment, Net | Property and Equipment, Net — Real estate acquired, related improvements and equipment are recorded at cost less accumulated depreciation. Costs that both materially add value to an asset and extend the useful life of an asset by more than a year are capitalized which may include significant renovations, remodels and major repairs. Costs that do not meet this criteria, such as minor repairs and routine maintenance, are expensed as incurred. |
Real Estate, Held-for-Sale | Real Estate, Held-for-Sale — Long-lived assets to be disposed of by sale, which meet certain criteria, are reclassified to real estate held-for-sale and measured at the lower of their carrying amount or fair value less costs of sale. The Company suspends depreciation and amortization for assets held-for-sale. Subsequent changes to the estimated fair value less costs to sell could impact the measurement of assets held-for-sale. Decreases below carrying value are recognized as an impairment loss and recorded in "Impairment and other losses" on the Consolidated Statements of Operations. To the extent the fair value increases, any previously reported impairment is reversed to the extent of any impairment taken. Real estate held-for-sale is recorded in “Real estate assets, held-for-sale, net” and “Real estate liabilities, held-for-sale” on the Consolidated Balance Sheets. |
Real Estate Securities and Impairment of Securities | Real Estate Securities — The Company invested in securities, including real estate related asset backed securities which are classified as available-for-sale. Securities available-for-sale are carried at market value with the net unrealized gains or losses reported as a separate component of accumulated other comprehensive income, to the extent impairment losses are considered temporary. At disposition, the net realized gain or loss is determined on the basis of the cost of the specific investments and is included in earnings. Unrealized losses on securities are charged to earnings if there is an intent to sell or if they reflect a decline in value that is other-than-temporary. Income on these securities is recognized using a level yield methodology based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. Impairment of Securities — The Company continually evaluates securities for impairment. Securities are considered to be other-than-temporarily impaired, for financial reporting purposes, whenever there has been a probable adverse change in the timing or amounts of expected cash flows. The Company must record a write-down if it has the intent to sell a given security in an unrealized loss position, or if it is more likely than not that it will be required to sell such a security. Upon determination of impairment, the Company records a direct write-down for securities based on the estimated fair value of the security or underlying collateral using a discounted cash flow analysis or based on an observable market value. Actual losses may differ from the Company’s estimates. |
Intangibles, Net | Intangibles, Net — Intangible assets and liabilities consist primarily of management contracts, membership base and internally-developed software. The management contract intangible represents the Company’s golf course management contracts for both leased and managed properties. The management contract intangible for leased and managed properties was valued using the discounted cash flow method under the income approach and is amortized over the term of the underlying lease or management agreements, respectively. The membership base intangible represents the Company’s relationship with its private country club members. The membership base intangible was valued using the multi-period excess earnings method under the income approach, and is amortized over the expected life of an active membership. Internally-developed software represents proprietary software developed for the Company’s exclusive use. Internally-developed software is amortized over the expected useful life of the software. Amortization of intangible assets is included within depreciation and amortization in the Consolidated Statements of Operations. Amortization of all intangible assets is calculated using the straight-line method based on the following estimated useful lives: Trade name 30 years Management contracts 2 - 26 years Internally-developed software 3 - 5 years Membership base 7 years Liquor licenses Nonamortizable |
Impairment of Real Estate and Finite-lived Intangible Assets | Impairment of Long-lived Assets — The Company periodically reviews the carrying amounts of its long-lived assets, including real estate held-for-use and held-for-sale, as well as finite-lived intangible assets and right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. The assessment of recoverability is based on management’s estimates by comparing the sum of the estimated undiscounted cash flows generated by the underlying asset, or other appropriate grouping of assets, to its carrying value to determine whether an impairment existed at its lowest level of identifiable cash flows. If the carrying amount is greater than the expected undiscounted cash flows, the assets are considered impaired and an impairment is recognized to the extent the carrying value of such asset exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. |
Membership Deposit Liabilities | Membership Deposit Liabilities — Private country club members in our Traditional Golf business generally pay an advance initiation fee deposit upon their acceptance as a member to the respective country club. Initiation fee deposits are refundable 30 years after the date of acceptance as a member. The difference between the initiation fee deposit paid by the member and the present value of the refund obligation is deferred and recognized into Golf operations revenue in the Consolidated Statements of Operations on a straight-line basis over the expected life of an active membership, which is estimated to be seven years. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30 -year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations. |
Other Investment | Other Investment — The Company owns an approximately 22% economic interest in a limited liability company which owns preferred equity in a commercial entertainment and retail real estate project. The Company accounts for this investment as an equity method investment. As of December 31, 2019 and 2018 , the carrying value of this investment was $24.0 million and $22.6 million , respectively. The Company evaluates its equity method investment for other than temporary impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. The evaluation of recoverability is based on management’s assessment of the financial condition and near term prospects of the real estate project, the length of time and the extent to which the market value of the investment has been less than cost, availability and cost of financing, demand for space, competition for tenants, guest visits, changes in market rental rates, and net operating results. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its recoverability analyses may not be realized, and actual losses or impairment may be realized in the future. As the fair value inputs utilized are unobservable, the Company determined that the significant inputs used to value this real estate investment falls within Level 3 for fair value reporting. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash — The Company considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits. The Company has not experienced any losses in the accounts and believe that the Company is not exposed to significant credit risk because the accounts are at major financial institutions. |
Accounts Receivables, Net | Accounts Receivable, Net — Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts of $1.1 million and $1.0 million as of December 31, 2019 and 2018 , respectively. The allowance for doubtful accounts is based upon several factors including the length of time the receivables are past due, historical payment trends and current economic factors. Collateral is generally not required. |
Prepaid Expenses | Prepaid Expenses – Prepaid expenses consists primarily of prepaid insurance and prepaid rent and are expensed over the usage period of the goods or services. |
Inventory | Inventory – Inventory is valued at the lower of cost or market. Cost is determined on the first-in, first-out (“FIFO”) method. Inventories consist primarily of food, beverages and merchandise for sale. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses — Accounts payable reflect expenses related to goods and services received that have not yet been paid and accrued expenses reflect expenses related to goods received and services performed for which invoices have not yet been received. |
Accrued Rent | Accrued Rent – Accrued rent primarily relates to amounts accrued or owed for variable lease costs. |
Income Taxes | Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the periods in which the temporary differences are expected to reverse. A valuation allowance is recognized if the Company determines it is more likely than not that all or a portion of a deferred tax asset will not be recognized. The Company recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated Statements of Operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02 Leases (Topic 842) . The standard requires lessees to recognize most leases on the balance sheet and addresses certain aspects of lessor accounting. On January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective approach. The Company utilized the effective date transition method and accordingly was not required to adjust its comparative period financial information for effects of ASU 2016-02. The Company elected to adopt practical expedients which permits it to not reassess its prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company elected to combine lease and non-lease components for all lease contracts and also elected not to recognize ROU assets and lease liabilities for leases with terms of 12 months or less. The Company also elected to adopt the practical expedient for land easements which permits it not to evaluate existing and expired land easements under the new standard. The adoption of ASU 2016-02 had a material impact on the Company’s Consolidated Balance Sheets, resulting in the recognition of operating lease right-of-use assets and operating lease liabilities of $225.6 million and $205.9 million , respectively, with the difference primarily due to reclassifications of leasehold intangibles and an adjustment to accumulated deficit. There was no material impact on the Consolidated Statements of Operations. In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount under the other-than-temporary impairment model. In November 2018, the FASB issued ASU 2018-19 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that operating lease receivables accounted for under ASC 842 are not in the scope of this guidance. In April 2019, the FASB issued ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which addresses certain fair value disclosure requirements, the measurement basis under the measurement alternative and which equity securities have to be remeasured at historical exchange rates. In May 2019, the FASB issued Financial Instruments - Credit Losses (Topic 326), Targeted Transition Relief , which allows entities to elect to measure assets in the scope of ASC 326-20, using the fair value option when ASU 2016-13 is adopted. In November 2019, the FASB issued ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments - Credit Losses which makes several narrow-scope amendments to the new credit losses standard, including an amendment requiring entities to include certain expected recoveries of the amortized cost basis previously written off. The effective date of the standards will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and early adoption is permitted for annual periods beginning after December 15, 2018. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company has identified the financial assets in the scope of the new standard and is developing methods to estimate current expected credit losses associated with these financial assets, and determining changes needed to control activities. The Company does not expect a material impact on its Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-15 Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The standard requires a customer in a cloud computing arrangement (i.e., a hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. That guidance requires certain costs incurred during the application development stage to be capitalized and other costs incurred during the preliminary project and post-implementation stages to be expensed as they are incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The effective date of the standard will be for annual periods beginning after December 15, 2019. The Company early adopted the standard on October 1, 2019 applying the guidance prospectively to all implementation costs incurred after that date. The adoption did not have a material impact on the Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The standard removes certain exceptions for investments, intraperiod allocations and interim tax calculations and adds guidance to reduce complexity in accounting for income taxes. The effective date of the standard will be for annual periods beginning after December 15, 2020, with early adoption permitted. The various amendments in the standard are applied on a retrospective basis, modified retrospective basis and prospective basis, depending on the amendment. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements. |
Fair Value Measurements | All of the inputs used have some degree of market observability, based on the Company’s knowledge of the market, relationships with market participants, and use of common market data sources. Collateral prepayment, default and loss severity projections are in the form of “curves” or “vectors” that vary for each monthly collateral cash flow projection. Methods used to develop these projections vary by asset class but conform to industry conventions. The Company uses assumptions that generate its best estimate of future cash flows of each respective security. Liabilities for Which Fair Value is Only Disclosed The following table summarizes the level of the fair value hierarchy, valuation techniques and inputs used for estimating each class of liabilities not measured at fair value in the statement of financial position but for which fair value is disclosed: Type of Liabilities Not Measured At Fair Value Fair Value for Which Fair Value Is Disclosed Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: • Amount and timing of expected future cash flows • Interest rates • Market yields and the credit spread of the Company Fair Value Measurements Valuation Hierarchy The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company follows this hierarchy for its financial instruments measured at fair value. Level 1 - Quoted prices in active markets for identical instruments. Level 2 - Valuations based principally on observable market parameters, including: • quoted prices for similar assets or liabilities in active markets, • inputs other than quoted prices that are observable for the asset or liability (such as interest rates and yield curves observable at commonly quoted intervals, implied volatilities and credit spreads), and • market corroborated inputs (derived principally from or corroborated by observable market data). Level 3 - Valuations determined using unobservable inputs that are supported by little or no market activity, and that are significant to the overall fair value measurement. The Company’s real estate securities and debt obligations are currently not traded in active markets and therefore have little or no price transparency. As a result, the Company has estimated the fair value of these illiquid instruments based on internal pricing models subject to the Company's controls described below. The Company has various processes and controls in place to ensure that fair value measurements are reasonably estimated. With respect to broker and pricing service quotations, and in order to ensure these quotes represent a reasonable estimate of fair value, the Company’s quarterly procedures include a comparison of such quotations to quotations from different sources, outputs generated from its internal pricing models and transactions completed, as well as on its knowledge and experience of these markets. With respect to fair value estimates generated based on the Company’s internal pricing models, the Company’s management validates the inputs and outputs of the internal pricing models by comparing them to available independent third-party market parameters and models, where available, for reasonableness. The Company believes its valuation methods and the assumptions used are appropriate and consistent with other market participants. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodologies used to determine fair value and such changes could result in a significant increase or decrease in the fair value. For the Company’s investments in real estate securities categorized within Level 3 of the fair value hierarchy, the significant unobservable inputs include the discount rates, assumptions relating to prepayments, default rates and loss severities. |
Earnings Per Share | Basic EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect of dilutive securities during each period. The Company’s dilutive securities are its options and RSUs. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of realized/unrealized (gain) loss on investments and other income (loss), net | Realized and Unrealized (Gain) Loss on Investments and Other Income (Loss), Net — These items are comprised of the following: Year Ended December 31, 2019 2018 2017 (Gain) on settlement of real estate securities $ — $ — $ (2,345 ) Loss on settlement of real estate securities — — 2,803 Realized (gain) loss on settlement of non-hedge derivatives, net — (227 ) 4,669 (Gain) loss on settlement of loans held-for-sale — — (12 ) Unrealized loss on securities, intent-to-sell — — 558 Unrealized loss (gain) on non-hedge derivative instruments — 96 570 Realized and unrealized loss (gain) on investments $ — $ (131 ) $ 6,243 Gain (loss) on sale of long-lived assets and intangibles $ 19,338 $ 8,704 $ (295 ) (Loss) on lease modifications and terminations — (939 ) (161 ) (Loss) on extinguishment of debt, net (230 ) (1,542 ) (294 ) Collateral management fee income, net 440 575 387 Equity in earnings of equity method investments 1,381 1,471 1,536 Other (loss) (A) (53 ) (5,389 ) (1,079 ) Other income, net $ 20,876 $ 2,880 $ 94 (A) During the year ended December 31, 2018 , the Company recorded a net loss of approximately $4.9 million related to the settlement of a legal dispute and a related discharge of liabilities assumed by the counterparty to the settlement. See Note 13 for additional information. |
Schedule of useful lives of property, plant, and equipment | Depreciation is calculated using the straight-line method based on the lesser of the following estimated useful lives or the lease term: Buildings and improvements 10-40 years Finance leases - equipment 2-6 years Furniture, fixtures, and equipment 2-7 years |
Schedule of amortization period for intangible assets | Amortization of all intangible assets is calculated using the straight-line method based on the following estimated useful lives: Trade name 30 years Management contracts 2 - 26 years Internally-developed software 3 - 5 years Membership base 7 years Liquor licenses Nonamortizable |
Schedule of restricted cash from continuing operations | Restricted cash consisted of: December 31, 2019 2018 CDO trustee accounts $ 114 $ 127 Restricted cash for construction-in-progress 1,536 2,008 Restricted cash - Traditional Golf 1,656 1,266 Restricted cash - Entertainment Golf 235 183 Restricted cash, current and noncurrent $ 3,541 $ 3,584 |
Schedule of other current assets | The following table summarizes the Company's other current assets: December 31, 2019 2018 Managed property receivables 5,426 4,225 Prepaid expenses 3,608 2,651 Deposits 1,374 2,494 Inventory 2,762 2,855 Miscellaneous current assets, net 4,351 8,280 Other current assets $ 17,521 $ 20,505 |
Schedule of other assets | The following table summarizes the Company's other assets: December 31, 2019 2018 Prepaid expenses $ 317 $ 277 Deposits 2,123 2,140 Miscellaneous assets, net 2,283 6,267 Other assets $ 4,723 $ 8,684 |
Schedule of other current liabilities | The following table summarizes the Company's other current liabilities: December 31, 2019 2018 Security deposits payable $ — $ 14,188 Operating lease liabilities 16,922 — Accrued rent 2,769 2,885 Dividends payable 930 930 Miscellaneous current liabilities 3,343 4,282 Other current liabilities $ 23,964 $ 22,285 |
Schedule of other liabilities | The following table summarizes the Company's other liabilities: December 31, 2019 2018 Service obligation intangible $ 1,776 $ 2,759 Accrued rent — 1,617 Miscellaneous liabilities 1,502 856 Other liabilities $ 3,278 $ 5,232 |
Schedule of amortization of discount and premium and other amortization | Amortization of Discount and Premium and Other Amortization — As reflected in the Consolidated Statements of Cash Flows, these items are comprised of the following: Year Ended December 31, 2019 2018 2017 Accretion of net discount on securities, loans and other investments $ (267 ) $ (151 ) $ (4,698 ) Amortization of net discount on debt obligations and deferred financing costs (8 ) 1,310 1,241 Amortization of discount and premium $ (275 ) $ 1,159 $ (3,457 ) Amortization of leasehold intangibles $ — $ 4,093 $ 4,111 Accretion of membership deposit liability 7,225 6,872 6,453 Other amortization $ 7,225 $ 10,965 $ 10,564 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates revenue by category: Entertainment Golf venues, public and private golf properties (owned and leased) and managed golf properties. For Year Ended December 31, 2019 2018 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations 7,806 96,777 53,728 58,186 216,497 2,191 116,009 101,669 24,777 244,646 Sales of food and beverages 11,974 32,347 11,246 — 55,567 2,713 39,280 27,730 — 69,723 Total revenues $ 19,780 $ 129,124 $ 64,974 $ 58,186 $ 272,064 $ 4,904 $ 155,289 $ 129,399 $ 24,777 $ 314,369 (A) Includes $52.4 million and $22.1 million for the years ended December 31, 2019 and 2018 , respectively, due to management contract reimbursements reported under ASC 606. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Summary financial data on the Company’s segments is given below, together with reconciliation to the same data for the Company as a whole: Entertainment Golf Traditional Golf Corporate Total Year Ended December 31, 2019 Revenues Golf operations $ 7,806 $ 208,691 $ — $ 216,497 Sales of food and beverages 11,974 43,593 — 55,567 Total revenues 19,780 252,284 — 272,064 Operating costs Operating expenses (A) 16,403 212,903 — 229,306 Cost of sales - food and beverages 2,984 12,233 — 15,217 General and administrative expense (B) 14,081 16,812 12,008 42,901 General and administrative expense - acquisition and transaction expenses (C) 3,490 798 787 5,075 Depreciation and amortization 5,935 16,266 195 22,396 Pre-opening costs (D) 9,040 — — 9,040 Impairment and other losses 10,196 5,217 — 15,413 Realized and unrealized loss on investments — — — — Total operating costs 62,129 264,229 12,990 339,348 Operating loss (42,349 ) (11,945 ) (12,990 ) (67,284 ) Other income (expenses) Interest and investment income 321 105 529 955 Interest expense (E) (355 ) (8,238 ) (2,415 ) (11,008 ) Capitalized interest (E) — 586 1,662 2,248 Other income (loss), net — 19,069 1,807 20,876 Total other income (expenses) (34 ) 11,522 1,583 13,071 Income tax expense 62 8 571 641 Net loss (42,445 ) (431 ) (11,978 ) (54,854 ) Preferred dividends — — (5,580 ) (5,580 ) Loss applicable to common stockholders $ (42,445 ) $ (431 ) $ (17,558 ) $ (60,434 ) Entertainment Golf Traditional Golf Corporate (F) Total December 31, 2019 Total assets 163,583 308,456 43,952 515,991 Total liabilities 36,375 350,968 63,073 450,416 Preferred stock — — 61,583 61,583 Equity (loss) attributable to common stockholders $ 127,208 $ (42,512 ) $ (80,704 ) $ 3,992 Additions to property and equipment (including finance leases) during the year ended December 31, 2019 $ 62,543 $ 14,966 $ 1,764 $ 79,273 Summary segment financial data (continued). Entertainment Golf Traditional Golf Corporate Total Year Ended December 31, 2018 Revenues Golf operations $ 2,191 $ 242,455 $ — $ 244,646 Sales of food and beverages 2,713 67,010 — 69,723 Total revenues 4,904 309,465 — 314,369 Operating costs Operating expenses (A) 5,398 246,396 — 251,794 Cost of sales - food and beverages 640 19,513 — 20,153 General and administrative expense (B) 6,382 16,702 11,271 34,355 General and administrative expense - acquisition and transaction expenses (C) 2,679 1,024 502 4,205 Depreciation and amortization 1,886 17,814 4 19,704 Pre-opening costs (D) 2,483 — — 2,483 Impairment and other losses — 8,093 147 8,240 Realized and unrealized loss on investments — (131 ) — (131 ) Total operating costs 19,468 309,411 11,924 340,803 Operating (loss) income (14,564 ) 54 (11,924 ) (26,434 ) Other income (expenses) Interest and investment income 281 194 1,319 1,794 Interest expense (E) — (16,046 ) (2,274 ) (18,320 ) Capitalized interest (E) — 1,121 560 1,681 Other income, net — 846 2,034 2,880 Total other income (expenses) 281 (13,885 ) 1,639 (11,965 ) Income tax expense — — 284 284 Net loss (14,283 ) (13,831 ) (10,569 ) (38,683 ) Preferred dividends — — (5,580 ) (5,580 ) Loss applicable to common stockholders $ (14,283 ) $ (13,831 ) $ (16,149 ) $ (44,263 ) Entertainment Golf Traditional Golf Corporate (F) Total December 31, 2018 Total assets 117,416 225,904 58,627 401,947 Total liabilities 13,561 196,836 56,883 267,280 Preferred stock — — 61,583 61,583 Equity attributable to common stockholders $ 103,855 $ 29,068 $ (59,839 ) $ 73,084 Additions to property and equipment (including finance leases) during the year ended December 31, 2018 $ 55,924 $ 14,042 $ — $ 69,966 Summary segment financial data (continued). Entertainment Golf Traditional Golf Corporate Total Year Ended December 31, 2017 Revenues Golf operations $ — $ 221,737 $ — $ 221,737 Sales of food and beverages — 70,857 — 70,857 Total revenues — 292,594 — 292,594 Operating costs Operating expenses (A) — 232,796 — 232,796 Cost of sales - food and beverages — 20,959 — 20,959 General and administrative expense (B) 147 16,073 6,456 22,676 General and administrative expense - acquisition and transaction expenses (C) 7,139 677 921 8,737 Management fee and termination payment to affiliate — — 21,410 21,410 Depreciation and amortization 44 24,260 — 24,304 Pre-opening costs (D) 320 — — 320 Impairment and other losses — — 60 60 Realized and unrealized loss on investments — 199 6,044 6,243 Total operating costs 7,650 294,964 34,891 337,505 Operating loss (7,650 ) (2,370 ) (34,891 ) (44,911 ) Other income (expenses) Interest and investment income — 159 23,003 23,162 Interest expense (E) — (15,523 ) (4,304 ) (19,827 ) Capitalized interest (E) — 246 — 246 Other (loss) income, net — (1,762 ) 1,856 94 Total other income (expenses) — (16,880 ) 20,555 3,675 Income tax expense — — 965 965 Net loss (7,650 ) (19,250 ) (15,301 ) (42,201 ) Preferred dividends — — (5,580 ) (5,580 ) Loss applicable to common stockholders $ (7,650 ) $ (19,250 ) $ (20,881 ) $ (47,781 ) Additions to property and equipment (including finance leases) during the year ended December 31, 2017 $ 27,295 $ 16,284 $ 67 $ 43,646 (A) Operating expenses includes rental expenses recorded under operating leases for carts and equipment in the amount of $0.9 million , $1.9 million and $3.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. (B) General and administrative expenses include severance expense in the amount of $2.3 million , $0.1 million and zero for the years ended December 31, 2019 , 2018 and 2017 , respectively. (C) Acquisition and transaction expense includes costs related to completed and potential acquisitions and transactions and strategic initiatives which may include advisory, legal, accounting and other professional or consulting fees. (D) Pre-opening costs are expensed as incurred and consist primarily of site-related marketing expenses, lease expense, employee payroll, travel and related expenses, training costs, food, beverage and other operating expenses incurred prior to opening an Entertainment Golf venue. (E) Interest expense includes the accretion of membership deposit liabilities in the amount of $7.2 million , $6.9 million and $6.5 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Interest expense and capitalized interest total to interest expense, net on the Consolidated Statements of Operations. (F) Total assets in the corporate segment includes an equity method investment in the amount of $24.0 million and $22.6 million as of December 31, 2019 and 2018 , respectively, recorded in other investments on the Consolidated Balance Sheets. See Note 2 for additional information. |
PROPERTY AND EQUIPMENT, NET O_2
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net of Accumulated Depreciation | The following table summarizes the Company's property and equipment: December 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 6,770 $ — $ 6,770 $ 6,747 $ — $ 6,747 Buildings and improvements 147,146 (36,349 ) 110,797 78,833 (30,540 ) 48,293 Furniture, fixtures and equipment 52,327 (19,484 ) 32,843 26,726 (16,729 ) 9,997 Finance leases - equipment 36,166 (16,047 ) 20,119 28,745 (12,843 ) 15,902 Construction in progress 9,112 — 9,112 51,666 — 51,666 Total Property and Equipment $ 251,521 $ (71,880 ) $ 179,641 $ 192,717 $ (60,112 ) $ 132,605 Below is a summary of the Traditional Golf properties sold during 2018 and 2019 (in millions). During the three months ended Number of Golf Properties Sold Sale Price Net Proceeds (A) Transaction Costs Carrying Value Gain (Loss) (B) Management Agreements Executed Subsequent to Sale September 30, 2018 1 $ 3.5 $ 3.2 $ — $ 3.3 $ (0.1 ) — December 31, 2018 (C) 12 $ 86.2 $ 73.5 $ 1.2 $ 62.7 $ 10.8 8 March 31, 2019 (D) 3 $ 28.7 $ 25.5 $ 0.5 $ 20.3 $ 5.2 1 June 30, 2019 (E) 4 $ 19.7 $ 17.9 $ 0.8 $ 18.3 $ (0.4 ) 1 September 30, 2019 1 $ 12.5 $ 12.3 $ 0.2 $ 5.2 $ 7.0 1 December 31, 2019 3 $ 19.1 $ 18.6 $ 0.4 $ 10.9 $ 7.7 2 (A) Net proceeds are inclusive of transaction costs. (B) The gain (loss) on sale is recorded in other income (loss), net on the Consolidated Statements of Operations. (C) The difference between the sales price and the net proceeds was primarily due to prepaid membership dues that we are obligated to remit to the buyer. The Company received proceeds of $75.7 million as of December 31, 2018 and recorded $2.2 million of net payables related to the sales, which was settled in the first quarter of 2019. (D) The Company received sale proceeds of $17.7 million during the three months ended March 31, 2019, consisting of $18.2 million for the golf properties sold during the three months ended March 31, 2019, and $2.2 million for golf properties that were sold during December 2018, less $2.7 million that was remitted to buyers for golf properties that were sold during December 2018. The Company previously received a $9.4 million cash deposit in 2018 related to a golf property that was sold in 2019. The difference between the sales price and the net proceeds was primarily due to prepaid membership dues that we are obligated to remit to the buyer, including $2.1 million payable to the buyer of a golf property sold during the three months ended March 31, 2019. (E) The Company received sale proceeds of $14.9 million during the three months ended June 30, 2019, consisting of $18.4 million for the golf properties sold during the three months ended June 30, 2019, less $3.5 million that was remitted to buyers for golf properties that were sold in 2018 and the first quarter of 2019. Below is a summary of the activity related to leased and managed Traditional Golf properties. Date Location Leased or Managed Property Description February 2018 Oklahoma Leased agreement terminated June 2018 California Leased agreement terminated, 10 year management agreement executed September 2018 Texas Leased agreement terminated November 2018 California Leased agreement expired December 2018 Michigan Managed agreement terminated, course closing July 2019 California Managed agreement executed October 2019 California Managed agreement terminated, course closing December 2019 California Managed agreement terminated, course closing |
LEASES LEASES (Tables)
LEASES LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Related Costs | Lease related costs recognized in the Consolidated Statements of Operations for the year ended December 31, 2019 are as follows: Year Ended December 31, 2019 Finance lease cost Amortization of right-of-use assets $ 6,305 Interest on lease liabilities 1,313 Total finance lease cost 7,618 Operating lease cost Operating lease cost 36,236 Short-term lease cost 2,288 Variable lease cost 16,667 Total operating lease cost 55,191 Total lease cost $ 62,809 |
Lease, Other Information | Other information related to leases included on the Consolidated Balance Sheet as of and for the year ended December 31, 2019 are as follows: Operating Leases Financing Leases Right-of-use assets $ 215,308 $ 20,119 Lease liabilities $ 204,597 $ 19,079 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows $ 30,309 $ 1,313 Financing cash flows N/A $ 7,440 Right-of-use assets obtained in exchange for lease liabilities $ 10,813 $ 12,776 Weighted average remaining lease term 12.7 years 3.5 years Weighted average discount rate 8.8 % 7.3 % |
Schedule of Future Minimum Lease Payments, Operating Lease | Future minimum lease payments under non-cancellable leases as of December 31, 2019 are as follows: Operating Leases Financing Leases 2020 $ 33,151 $ 7,222 2021 32,515 5,881 2022 31,133 4,290 2023 30,962 3,263 2024 24,864 1,039 Thereafter 205,108 33 Total minimum lease payments 357,733 21,728 Less: imputed interest 153,136 2,649 Total lease liabilities $ 204,597 $ 19,079 |
Schedule of Future Minimum Lease Payments, Finance Lease | Future minimum lease payments under non-cancellable leases as of December 31, 2019 are as follows: Operating Leases Financing Leases 2020 $ 33,151 $ 7,222 2021 32,515 5,881 2022 31,133 4,290 2023 30,962 3,263 2024 24,864 1,039 Thereafter 205,108 33 Total minimum lease payments 357,733 21,728 Less: imputed interest 153,136 2,649 Total lease liabilities $ 204,597 $ 19,079 |
INTANGIBLES, NET OF ACCUMULAT_2
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The following table summarizes the Company's intangible assets: December 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade name $ 700 $ (140 ) $ 560 $ 700 $ (117 ) $ 583 Leasehold intangibles (A) (B) — — — 46,581 (20,270 ) 26,311 Management contracts 32,331 (17,342 ) 14,989 32,932 (15,174 ) 17,758 Internally-developed software 252 (27 ) 225 2,314 (967 ) 1,347 Membership base 5,236 (4,488 ) 748 5,236 (3,740 ) 1,496 Nonamortizable liquor licenses 1,043 — 1,043 893 — 893 Total intangibles $ 39,562 $ (21,997 ) $ 17,565 $ 88,656 $ (40,268 ) $ 48,388 (A) The amortization expense for leasehold intangibles is reported in operating expenses in the Consolidated Statements of Operations. (B) As of January 1, 2019, leasehold intangibles were reclassified from "Intangibles, net of accumulated amortization" to "Operating lease right-of-use assets" in the Consolidated Balance Sheet as part of the adoption of ASU 2016-02. |
Schedule of future amortization expense | The unamortized balance of intangible assets at December 31, 2019 is expected to be amortized as follows: 2020 $ 2,941 2021 1,827 2022 1,571 2023 1,566 2024 1,090 Thereafter 7,527 Total amortizable intangible assets 16,522 Nonamortizable liquor licenses 1,043 Total intangible assets $ 17,565 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | The following table presents certain information regarding the Company's debt obligations: December 31, 2019 December 31, 2018 Debt Obligation/Collateral Month Issued Outstanding Face Amount Carrying Value Final Stated Maturity Weighted Average Coupon Weighted Average Funding Cost (A) Weighted Average Life (Years) Face Amount of Floating Rate Debt Outstanding Face Amount Carrying Value Credit Facilities and Finance Leases Vineyard II Dec 1993 200 200 Dec 2043 2.80% 2.80 % 24.0 200 200 200 Finance Leases (Equipment) June 2014 - Dec 2019 19,079 19,079 Jan 2020 - Jul 2025 3.00% to 15.00% 7.27 % 3.5 — 15,778 15,778 19,279 19,279 7.22 % 3.7 200 15,978 15,978 Less current portion of obligations under finance leases 6,154 6,154 5,489 5,489 Credit facilities and obligations under finance leases - noncurrent 13,125 13,125 10,489 10,489 Corporate Junior subordinated notes payable (B) Mar 2006 51,004 51,192 Apr 2035 3-mon LIBOR+2.25% 4.15 % 15.3 51,004 51,004 51,200 Total debt obligations $ 70,283 $ 70,471 4.99 % 12.1 $ 51,204 $ 66,982 $ 67,178 (A) Including the effect of deferred financing cost. (B) Collateral for this obligation is the Company's general credit. |
Schedule of contractual maturities of debt obligations | The Company’s debt obligations have contractual maturities as follows: Nonrecourse Recourse Total 2020 $ 6,063 $ — $ 6,063 2021 5,088 — 5,088 2022 3,829 — 3,829 2023 3,060 — 3,060 2024 1,006 — 1,006 Thereafter 233 51,004 51,237 Total $ 19,279 $ 51,004 $ 70,283 |
REAL ESTATE SECURITIES (Tables)
REAL ESTATE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of real estate securities holdings | The following is a summary of the Company’s real estate security at December 31, 2019 and 2018 , which is classified as available-for-sale and is, therefore, reported at fair value with changes in fair value recorded in other comprehensive income, except if the security is other-than-temporarily impaired. Amortized Cost Basis Gross Unrealized Weighted Average Asset Type Outstanding Before Other-Than- After Gains Losses Carrying Value Number of Rating Coupon Yield Life Principal December 31, 2019 ABS - Non-Agency RMBS (E) $ 4,000 $ 2,863 $ (1,521 ) $ 1,342 $ 1,710 $ — $ 3,052 1 CCC 2.18 % 29.70 % 4.0 44.0 % December 31, 2018 ABS - Non-Agency RMBS (E) $ 4,000 $ 2,596 $ (1,521 ) $ 1,075 $ 1,878 $ — $ 2,953 1 CCC 2.90 % 26.65 % 4.9 38.0 % (A) See Note 10 regarding the estimation of fair value, which is equal to carrying value for all securities. (B) Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Ratings provided were determined by third party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current. (C) The weighted average life is based on the timing of expected cash flows on the assets. (D) Percentage of the outstanding face amount of the security and residual interest that is subordinate to the Company’s investment. (E) The ABS - Non-Agency RMBS is a floating rate security and the collateral securing it is located in various geographic regions in the U.S. The Company does not have significant investments in any one geographic region. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying value and estimated fair value of assets and liabilities | The following table summarizes the carrying values and estimated fair values of the Company’s financial instruments at December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Carrying Estimated Fair Value Method (A) Carrying Estimated Assets Real estate securities, available-for-sale $ 3,052 $ 3,052 Pricing models - Level 3 $ 2,953 $ 2,953 Cash and cash equivalents 28,423 28,423 79,235 79,235 Restricted cash - current and noncurrent 3,541 3,541 3,584 3,584 Liabilities Junior subordinated notes payable 51,192 24,382 Pricing models - Level 3 51,200 28,396 (A) Pricing models are used for (i) real estate securities that are not traded in an active market, and, therefore, have little or no price transparency, and for which significant unobservable inputs must be used in estimating fair value, or (ii) debt obligations which are private and untraded. |
Schedule of quantitative information about significant unobservable inputs | The following table provides quantitative information regarding the significant unobservable inputs used by the Company for assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 . Weighted Average Significant Input Asset Type Amortized Fair Discount Rate Prepayment Speed Cumulative Default Rate Loss Severity ABS - Non-Agency RMBS $ 1,342 $ 3,052 10.0 % 8.0 % 2.6 % 70.0 % Total $ 1,342 $ 3,052 |
Schedule of change in fair value of Level 3 investments | Real estate securities measured at fair value on a recurring basis using Level 3 inputs changed as follows: ABS - Non-Agency RMBS Balance at December 31, 2017 $ 2,294 Total gains (losses) (A) Included in other comprehensive income (loss) 508 Amortization included in interest income 246 Purchases, sales and repayments (A) Proceeds (95 ) Balance at December 31, 2018 $ 2,953 Total gains (losses) (A) Included in other comprehensive income (loss) (168 ) Amortization included in interest income 375 Purchases, sales and repayments (A) Proceeds (108 ) Balance at December 31, 2019 $ 3,052 (A) None of the gains (losses) recorded in earnings during the periods is attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting dates. There were no purchases or sales during the years ended December 31, 2019 and 2018 . There were no transfers into or out of Level 3 during the years ended December 31, 2019 and 2018 . |
Liabilities for which fair value is disclosed | The following table summarizes the level of the fair value hierarchy, valuation techniques and inputs used for estimating each class of liabilities not measured at fair value in the statement of financial position but for which fair value is disclosed: Type of Liabilities Not Measured At Fair Value Fair Value for Which Fair Value Is Disclosed Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: • Amount and timing of expected future cash flows • Interest rates • Market yields and the credit spread of the Company |
EQUITY AND EARNINGS PER SHARE (
EQUITY AND EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of amounts used in computing basic and diluted EPS | The Company is required to present both basic and diluted earnings per share (“EPS”). The following table shows the amounts used in computing basic and diluted EPS: For Year Ended December 31, 2019 2018 2017 Numerator for basic and diluted earnings per share: Loss from continuing operations after preferred dividends $ (60,434 ) $ (44,263 ) $ (47,781 ) Loss Applicable to Common Stockholders $ (60,434 ) $ (44,263 ) $ (47,781 ) Denominator: Denominator for basic earnings per share - weighted average shares 67,039,556 66,993,543 66,903,457 Effect of dilutive securities Options — — — RSUs — — — Denominator for diluted earnings per share - adjusted weighted average shares 67,039,556 66,993,543 66,903,457 Basic earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.90 ) $ (0.66 ) $ (0.71 ) Loss Applicable to Common Stock, per share $ (0.90 ) $ (0.66 ) $ (0.71 ) Diluted earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.90 ) $ (0.66 ) $ (0.71 ) Loss Applicable to Common Stock, per share $ (0.90 ) $ (0.66 ) $ (0.71 ) |
Schedule of outstanding options | The following is a summary of the changes in the Company's outstanding options for the year ended December 31, 2019 . Number of Options Weighted Average Strike Price Weighted Average Life Remaining (in years) Balance at December 31, 2018 8,436,931 $ 3.72 Granted 695,652 4.66 Forfeited (A) (2,234,237 ) 5.44 Balance at December 31, 2019 6,898,346 $ 3.26 3.4 years Exercisable at December 31, 2019 4,744,696 $ 3.26 2.5 years |
Schedule of outstanding options summary | The Company's outstanding options were summarized as follows: Year Ended December 31, 2019 2018 Held by the former Manager 3,627,245 2,705,253 Granted to the former Manager and subsequently transferred to certain Manager’s employees (B) 1,382,998 2,304,990 Granted to the independent directors 333 333 Granted to Drive Shack employees (A)(C) 1,887,770 3,426,355 Total 6,898,346 8,436,931 (A) In 2019, in connection with the former CEO's retirement, the related option awards were modified to accelerate the vesting of 1,117,118 options, subject to a 90-day exercise period which expired on February 9, 2020. The former CEO forfeited 2,234,237 options upon departure. As a result of the modification, the Company reversed $2.1 million in stock compensation expense. The expense for the modified award was recorded at the modification date fair value. (B) The Company and the former Manager agreed that options held by certain employees formerly employed by the Manager will not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options will relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the Manager as part of their compensation. The options fully vest and are exercisable one year prior to the option expiration date, beginning March 2020 through January 2024. In 2019, a certain employee was terminated by the Company and 921,992 options reverted back to the former Manager. The Company reversed $1.2 million in stock compensation expense related to these options. (C) In 2018, the Company granted 75,000 options to an employee as provided in their employment agreement. The options fully vest on the third anniversary of the grant date. In 2019, the Company granted 695,652 options to an employee that vest and become exercisable in equal annual installment on each of the first three anniversaries of the grant date. |
Schedule of assumptions for fair value of options | The fair value of the options was determined using the following assumptions: Option Valuation Date January 2018 April 2018 November 2018 April 2019 November 2019 Expected Volatility 39.73 % 35.66 % 35.4 - 35.8% 36.80 % 44.73 % Expected Dividend Yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Expected Remaining Term 3.0 - 6.6 years 2.7 - 6.3 years 6.0 - 6.5 years 6.0 years 0.3 years Risk-Free Rate 2.16 - 2.29% 2.68 - 2.82% 3.09 - 3.11% 2.34 % 1.57 % Fair Value at Valuation Date $ 4,272 $ 3,558 $ 7,478 $ 1,280 $ 67 |
Summary of changes in RSUs | The following is a summary of the changes in the Company's RSUs for the year ended December 31, 2019 : Number of RSUs Weighted Average Grant Date Fair Value (per unit) Balance at December 31, 2018 54,641 $ 5.02 Granted (A) 635,819 $ 4.66 Vested/Released (35,647 ) $ 5.17 Forfeited (B) (134,195 ) $ 4.68 Balance at December 31, 2019 520,618 $ 4.66 (A) The Company's non-employee directors were granted 56,076 RSUs during 2019 as part of the annual compensation. The RSUs are subject to a one year vesting period. The Company granted 579,743 RSUs to employees as part of their annual compensation. The RSUs vest in equal annual installments on each of the first three anniversaries of the grant date. (B) Unvested RSUs are forfeited by non-employee directors upon their departure from the board of directors and forfeited by employees upon their termination. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consists of the following: Year Ended December 31, 2019 2018 2017 Current: Federal $ 532 $ 211 $ 710 State and Local 109 73 255 Total Current Provision $ 641 $ 284 $ 965 Deferred: Federal $ — $ — $ — State and Local — — — Total Deferred Provision $ — $ — $ — Total Provision for Income Taxes $ 641 $ 284 $ 965 |
Summary of reconciliation of the unrecognized tax benefits | A reconciliation of the unrecognized tax benefits is as follows: Balance as of December 31, 2018 $ 721 Increase due to tax positions of current year 471 Balance as of December 31, 2019 $ 1,192 |
Schedule of effective income tax reconciliation | The difference between the Company's reported provision for income taxes and the U.S. federal statutory rate of 21% is as follows: December 31, 2019 2018 2017 Provision at the statutory rate 21.00 % 21.00 % 35.00 % Permanent items (0.62 )% (1.12 )% (0.36 )% State and local taxes (0.16 )% (0.15 )% (0.42 )% Valuation allowance (21.11 )% (19.97 )% 64.46 % Effects of change in tax rate — % — % (101.31 )% Unrecognized tax benefits (0.86 )% (1.84 )% — % Tax credits — % 1.36 % — % Other 0.57 % — % 0.31 % Total benefit (1.18 )% (0.72 )% (2.32 )% |
Schedule of deferred tax assets | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2019 and 2018 are presented below: December 31, 2019 2018 Deferred tax assets: Allowance for loan losses $ 308 $ 292 Depreciation and amortization 3,939 8,964 Accrued expenses 2,488 2,701 Interest 3,661 3,445 Operating lease liabilities 56,803 — Net operating losses 107,415 89,903 Capital losses 7,437 7,352 Deferred revenue 2,124 1,960 Other 5,618 5,306 Total deferred tax assets 189,793 119,923 Less valuation allowance (123,434 ) (104,705 ) Net deferred tax assets $ 66,359 $ 15,218 Deferred tax liabilities: Leaseholds — 7,025 Operating lease right-of-use assets 59,716 — Membership deposit liabilities 6,643 8,193 Total deferred tax liabilities $ 66,359 $ 15,218 Net deferred tax assets $ — $ — |
Schedule of change in deferred tax asset valuation allowance | The following table summarizes the change in the deferred tax asset valuation allowance: Valuation allowance at December 31, 2018 $ 104,705 Increase due to current year operations 18,729 Valuation allowance at December 31, 2019 $ 123,434 |
IMPAIRMENT AND OTHER LOSSES - (
IMPAIRMENT AND OTHER LOSSES - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other than Temporary Impairment Losses, Investments [Abstract] | |
Summary of amounts recorded in the statement of operations for OTTI | The following table summarizes the amounts the Company recorded in the Consolidated Statements of Operations: Year Ended December 31, 2019 2018 2017 Traditional golf properties (held-for-sale) $ 1,227 $ 7,002 $ — Traditional golf properties (held-for-use) 3,805 1,091 — Valuation allowance on loans — 147 60 Other losses 10,381 — — Total impairment $ 15,413 $ 8,240 $ 60 |
SUMMARY QUARTERLY CONSOLIDATE_2
SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly unaudited summary information | 2019 Quarter Ended Year Ended March 31 June 30 September 30 December 31 December 31 Total revenues $ 53,952 $ 71,615 $ 74,682 $ 71,815 $ 272,064 Total operating costs 72,231 83,171 92,010 91,936 339,348 Operating loss (income) (18,279 ) (11,556 ) (17,328 ) (20,121 ) (67,284 ) Total other income (expenses) 3,679 (1,403 ) 5,471 5,324 13,071 Income tax expense — — 162 479 641 Net loss (14,600 ) (12,959 ) (12,019 ) (15,276 ) (54,854 ) Preferred dividends (1,395 ) (1,395 ) (1,395 ) (1,395 ) (5,580 ) Loss applicable to common stockholders $ (15,995 ) $ (14,354 ) $ (13,414 ) $ (16,671 ) $ (60,434 ) Loss applicable to common stock, per share Basic $ (0.24 ) $ (0.21 ) $ (0.20 ) $ (0.25 ) $ (0.90 ) Diluted $ (0.24 ) $ (0.21 ) $ (0.20 ) $ (0.25 ) $ (0.90 ) Weighted average number of shares of common stock outstanding Basic 67,027,104 67,029,610 67,040,692 67,060,440 67,039,556 Diluted 67,027,104 67,029,610 67,040,692 67,060,440 67,039,556 2018 Quarter Ended Year Ended March 31 June 30 September 30 December 31 December 31 Total revenues $ 66,660 $ 91,004 $ 87,419 $ 69,286 $ 314,369 Total operating costs 78,946 87,976 94,619 79,262 340,803 Operating loss (income) (12,286 ) 3,028 (7,200 ) (9,976 ) (26,434 ) Total other income (expenses) (4,009 ) (7,831 ) (6,875 ) 6,750 (11,965 ) Income tax expense (benefit) — — — 284 284 Net loss (16,295 ) (4,803 ) (14,075 ) (3,510 ) (38,683 ) Preferred dividends (1,395 ) (1,395 ) (1,395 ) (1,395 ) (5,580 ) Loss applicable to common stockholders $ (17,690 ) $ (6,198 ) $ (15,470 ) $ (4,905 ) $ (44,263 ) Loss applicable to common stock, per share Basic $ (0.26 ) $ (0.09 ) $ (0.23 ) $ (0.07 ) $ (0.66 ) Diluted $ (0.26 ) $ (0.09 ) $ (0.23 ) $ (0.07 ) $ (0.66 ) Weighted average number of shares of common stock outstanding Basic 66,977,104 66,977,104 66,992,322 67,027,104 66,993,543 Diluted 66,977,104 66,977,104 66,992,322 67,027,104 66,993,543 |
ORGANIZATION (Details)
ORGANIZATION (Details) | Dec. 31, 2019stateproperty |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of properties in United States | property | 59 |
Number of states the properties are located | state | 9 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Consolidation percentage (as percent) | 50.00% | |||
Other financing activities | $ 14 | $ 631 | $ (55) | |
Decrease in accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent | (7,335) | (23,839) | (33,277) | |
Other investments | $ 24,020 | 22,613 | ||
Refundable term for initiation fees | 30 years | |||
Gain on settlement of real estate securities | $ 0 | 131 | (6,243) | |
Operating lease term | 20 years | |||
Expected life of active golf membership | 7 years | |||
Ownership in equity investment (as percent) | 22.00% | |||
Allowances for doubtful accounts | $ 1,100 | 1,000 | ||
Increase (decrease) in allowance for doubtful accounts | 100 | $ 200 | ||
Operating lease right-of-use assets | 215,308 | |||
Operating lease liability | $ 204,597 | |||
Accounting Standards Update 2016-15 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Other financing activities | 800 | |||
Decrease in accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent | 800 | |||
Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating lease right-of-use assets | $ 225,600 | |||
Operating lease liability | $ 205,900 | |||
Membership base | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Amortization period | 7 years | |||
Operating Expense | Restatement Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Corporate overhead | (14,800) | |||
General and Administrative Expense | Restatement Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Corporate overhead | 14,800 | |||
Reclassification from AOCI into net income | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Gain on settlement of real estate securities | $ 2,300 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Equity | $ 65,575 | $ 134,667 |
Net realized (gain) loss on securities | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Equity | $ 1,700 | $ 1,900 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Gain (Loss) on Settlement of Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
(Gain) on settlement of real estate securities | $ 0 | $ 0 | $ (2,345) |
Loss on settlement of real estate securities | 0 | 0 | 2,803 |
Realized (gain) loss on settlement of non-hedge derivatives, net | 0 | (227) | 4,669 |
(Gain) loss on settlement of loans held-for-sale | 0 | 0 | (12) |
Unrealized loss on securities, intent-to-sell | 0 | 0 | 558 |
Unrealized loss (gain) on non-hedge derivative instruments | 0 | 96 | 570 |
Realized and unrealized loss (gain) on investments | 0 | (131) | 6,243 |
Gain (loss) on sale of long-lived assets and intangibles | 19,338 | 8,704 | (295) |
(Loss) on lease modifications and terminations | 0 | (939) | (161) |
(Loss) on extinguishment of debt, net | (230) | (1,542) | (294) |
Collateral management fee income, net | 440 | 575 | 387 |
Equity in earnings of equity method investments | 1,381 | 1,471 | 1,536 |
Other (loss) (A) | (53) | (5,389) | (1,079) |
Other income, net | $ 20,876 | 2,880 | $ 94 |
Net loss related to settlement of legal dispute | $ 4,900 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings and improvements | Lower Range | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Buildings and improvements | Upper Range | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Finance leases - equipment | Lower Range | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Finance leases - equipment | Upper Range | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 6 years |
Furniture, fixtures, and equipment | Lower Range | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Furniture, fixtures, and equipment | Upper Range | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Useful Lives for Amortization (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 30 years |
Management contracts | Lower Range | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 2 years |
Management contracts | Upper Range | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 26 years |
Internally-developed software | Lower Range | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 3 years |
Internally-developed software | Upper Range | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 5 years |
Membership base | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, current and noncurrent | $ 3,541 | $ 3,584 |
CDO trustee accounts | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, current and noncurrent | 114 | 127 |
Restricted cash for construction-in-progress | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, current and noncurrent | 1,536 | 2,008 |
Traditional Golf | Restricted cash | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, current and noncurrent | 1,656 | 1,266 |
Entertainment Golf | Restricted cash | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, current and noncurrent | $ 235 | $ 183 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of other assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Current Assets | ||
Managed property receivables | $ 5,426 | $ 4,225 |
Prepaid expenses | 3,608 | 2,651 |
Deposits | 1,374 | 2,494 |
Inventory | 2,762 | 2,855 |
Miscellaneous current assets, net | 4,351 | 8,280 |
Other current assets | 17,521 | 20,505 |
Other Assets | ||
Prepaid expenses | 317 | 277 |
Deposits | 2,123 | 2,140 |
Miscellaneous assets, net | 2,283 | 6,267 |
Other assets | $ 4,723 | $ 8,684 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Current Liabilities | ||
Security deposits payable | $ 0 | $ 14,188 |
Operating lease liabilities | 16,922 | 0 |
Accrued rent | 2,769 | 2,885 |
Dividends payable | 930 | 930 |
Miscellaneous current liabilities | 3,343 | 4,282 |
Other current liabilities | 23,964 | 22,285 |
Other Liabilities | ||
Service obligation intangible | 1,776 | 2,759 |
Accrued rent | 0 | 1,617 |
Miscellaneous liabilities | 1,502 | 856 |
Other liabilities | $ 3,278 | $ 5,232 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accretion of discount and premium and other amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Accretion of net discount on securities, loans and other investments | $ (267) | $ (151) | $ (4,698) |
Amortization of net discount on debt obligations and deferred financing costs | (8) | 1,310 | 1,241 |
Amortization of discount and premium | (275) | 1,159 | (3,457) |
Amortization of leasehold intangibles | 4,093 | 4,111 | |
Accretion of membership deposit liability | 7,225 | 6,872 | 6,453 |
Other amortization | $ 7,225 | $ 10,965 | $ 10,564 |
REVENUES - Disaggregation of Re
REVENUES - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 272,064 | $ 314,369 |
Golf operations, entertainment golf venues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 7,806 | 2,191 |
Golf operations, public golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 96,777 | 116,009 |
Golf operations, private golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 53,728 | 101,669 |
Golf operations, managed golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 58,186 | 24,777 |
Golf operations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 216,497 | 244,646 |
Food and beverage, entertainment golf venues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 11,974 | 2,713 |
Food and beverage, public golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 32,347 | 39,280 |
Food and beverage, private golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 11,246 | 27,730 |
Food and beverage, managed golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Food and beverages | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 55,567 | 69,723 |
Entertainment golf venues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 19,780 | 4,904 |
Public golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 129,124 | 155,289 |
Private golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 64,974 | 129,399 |
Managed golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 58,186 | 24,777 |
Management Contract Reimbursements | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 52,400 | $ 22,100 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019statepropertysegment | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 3 |
Number of properties in United States | property | 59 |
Number of states the properties are located | state | 9 |
SEGMENT REPORTING - Segment Rep
SEGMENT REPORTING - Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | |||||||||||
Total revenues | $ 71,815 | $ 74,682 | $ 71,615 | $ 53,952 | $ 69,286 | $ 87,419 | $ 91,004 | $ 66,660 | $ 272,064 | $ 314,369 | $ 292,594 |
Operating costs | |||||||||||
Operating expenses | 229,306 | 251,794 | 232,796 | ||||||||
Cost of sales - food and beverages | 15,217 | 20,153 | 20,959 | ||||||||
General and administrative expense | 42,901 | 34,355 | 22,676 | ||||||||
General and administrative expense - acquisition and transaction expenses | 5,075 | 4,205 | 8,737 | ||||||||
Management fee and termination payment to affiliate | 21,410 | ||||||||||
Depreciation and amortization | 22,396 | 19,704 | 24,304 | ||||||||
Pre-opening costs | 9,040 | 2,483 | 320 | ||||||||
Impairment and other losses | 15,413 | 8,240 | 60 | ||||||||
Realized and unrealized loss on investments | 0 | (131) | 6,243 | ||||||||
Total operating costs | 91,936 | 92,010 | 83,171 | 72,231 | 79,262 | 94,619 | 87,976 | 78,946 | 339,348 | 340,803 | 337,505 |
Operating loss (income) | (20,121) | (17,328) | (11,556) | (18,279) | (9,976) | (7,200) | 3,028 | (12,286) | (67,284) | (26,434) | (44,911) |
Other income (expenses) | |||||||||||
Interest and investment income | 955 | 1,794 | 23,162 | ||||||||
Interest expense | (11,008) | (18,320) | (19,827) | ||||||||
Capitalized interest | 2,248 | 1,681 | 246 | ||||||||
Other income (loss), net | 20,876 | 2,880 | 94 | ||||||||
Total other income (expenses) | 5,324 | 5,471 | (1,403) | 3,679 | 6,750 | (6,875) | (7,831) | (4,009) | 13,071 | (11,965) | 3,675 |
Income tax expense | 479 | 162 | 0 | 0 | 284 | 0 | 0 | 0 | 641 | 284 | 965 |
Net Loss | (54,854) | (38,683) | (42,201) | ||||||||
Preferred dividends | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (5,580) | (5,580) | (5,580) |
Loss Applicable To Common Stockholders | (16,671) | $ (13,414) | $ (14,354) | $ (15,995) | (4,905) | $ (15,470) | $ (6,198) | $ (17,690) | (60,434) | (44,263) | (47,781) |
Total assets | 515,991 | 401,947 | 515,991 | 401,947 | |||||||
Total liabilities | 450,416 | 267,280 | 450,416 | 267,280 | |||||||
Preferred stock | 61,583 | 61,583 | 61,583 | 61,583 | |||||||
Equity (loss) attributable to common stockholders | 3,992 | 73,084 | 3,992 | 73,084 | |||||||
Additions to property and equipment (including finance leases) during the year ended December 31, 2018 | 79,273 | 69,966 | 43,646 | ||||||||
Severance expenses | 2,300 | 100 | 0 | ||||||||
Accretion of membership deposit liabilities | 7,200 | 6,900 | 6,500 | ||||||||
Equity method investments | 24,020 | 22,613 | 24,020 | 22,613 | |||||||
Operating segments | Entertainment Golf | |||||||||||
Revenues | |||||||||||
Total revenues | 19,780 | 4,904 | 0 | ||||||||
Operating costs | |||||||||||
Operating expenses | 16,403 | 5,398 | 0 | ||||||||
Cost of sales - food and beverages | 2,984 | 640 | 0 | ||||||||
General and administrative expense | 14,081 | 6,382 | 147 | ||||||||
General and administrative expense - acquisition and transaction expenses | 3,490 | 2,679 | 7,139 | ||||||||
Management fee and termination payment to affiliate | 0 | ||||||||||
Depreciation and amortization | 5,935 | 1,886 | 44 | ||||||||
Pre-opening costs | 9,040 | 2,483 | 320 | ||||||||
Impairment and other losses | 10,196 | 0 | 0 | ||||||||
Realized and unrealized loss on investments | 0 | 0 | 0 | ||||||||
Total operating costs | 62,129 | 19,468 | 7,650 | ||||||||
Operating loss (income) | (42,349) | (14,564) | (7,650) | ||||||||
Other income (expenses) | |||||||||||
Interest and investment income | 321 | 281 | 0 | ||||||||
Interest expense | (355) | 0 | 0 | ||||||||
Capitalized interest | 0 | 0 | 0 | ||||||||
Other income (loss), net | 0 | 0 | 0 | ||||||||
Total other income (expenses) | (34) | 281 | 0 | ||||||||
Income tax expense | 62 | 0 | 0 | ||||||||
Net Loss | (42,445) | (14,283) | (7,650) | ||||||||
Preferred dividends | 0 | 0 | 0 | ||||||||
Loss Applicable To Common Stockholders | (42,445) | (14,283) | (7,650) | ||||||||
Total assets | 163,583 | 117,416 | 163,583 | 117,416 | |||||||
Total liabilities | 36,375 | 13,561 | 36,375 | 13,561 | |||||||
Preferred stock | 0 | 0 | 0 | 0 | |||||||
Equity (loss) attributable to common stockholders | 127,208 | 103,855 | 127,208 | 103,855 | |||||||
Additions to property and equipment (including finance leases) during the year ended December 31, 2018 | 62,543 | 55,924 | 27,295 | ||||||||
Operating segments | Traditional Golf | |||||||||||
Revenues | |||||||||||
Total revenues | 252,284 | 309,465 | 292,594 | ||||||||
Operating costs | |||||||||||
Operating expenses | 212,903 | 246,396 | 232,796 | ||||||||
Cost of sales - food and beverages | 12,233 | 19,513 | 20,959 | ||||||||
General and administrative expense | 16,812 | 16,702 | 16,073 | ||||||||
General and administrative expense - acquisition and transaction expenses | 798 | 1,024 | 677 | ||||||||
Management fee and termination payment to affiliate | 0 | ||||||||||
Depreciation and amortization | 16,266 | 17,814 | 24,260 | ||||||||
Pre-opening costs | 0 | 0 | 0 | ||||||||
Impairment and other losses | 5,217 | 8,093 | 0 | ||||||||
Realized and unrealized loss on investments | 0 | (131) | 199 | ||||||||
Total operating costs | 264,229 | 309,411 | 294,964 | ||||||||
Operating loss (income) | (11,945) | 54 | (2,370) | ||||||||
Other income (expenses) | |||||||||||
Interest and investment income | 105 | 194 | 159 | ||||||||
Interest expense | (8,238) | (16,046) | (15,523) | ||||||||
Capitalized interest | 586 | 1,121 | 246 | ||||||||
Other income (loss), net | 19,069 | 846 | (1,762) | ||||||||
Total other income (expenses) | 11,522 | (13,885) | (16,880) | ||||||||
Income tax expense | 8 | 0 | 0 | ||||||||
Net Loss | (431) | (13,831) | (19,250) | ||||||||
Preferred dividends | 0 | 0 | 0 | ||||||||
Loss Applicable To Common Stockholders | (431) | (13,831) | (19,250) | ||||||||
Total assets | 308,456 | 225,904 | 308,456 | 225,904 | |||||||
Total liabilities | 350,968 | 196,836 | 350,968 | 196,836 | |||||||
Preferred stock | 0 | 0 | 0 | 0 | |||||||
Equity (loss) attributable to common stockholders | (42,512) | 29,068 | (42,512) | 29,068 | |||||||
Additions to property and equipment (including finance leases) during the year ended December 31, 2018 | 14,966 | 14,042 | 16,284 | ||||||||
Operating leases, rent expense | 900 | ||||||||||
Operating leases, rent expense | 1,900 | 3,000 | |||||||||
Operating segments | Corporate | |||||||||||
Revenues | |||||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Operating costs | |||||||||||
Operating expenses | 0 | 0 | 0 | ||||||||
Cost of sales - food and beverages | 0 | 0 | 0 | ||||||||
General and administrative expense | 12,008 | 11,271 | 6,456 | ||||||||
General and administrative expense - acquisition and transaction expenses | 787 | 502 | 921 | ||||||||
Management fee and termination payment to affiliate | 21,410 | ||||||||||
Depreciation and amortization | 195 | 4 | 0 | ||||||||
Pre-opening costs | 0 | 0 | 0 | ||||||||
Impairment and other losses | 0 | 147 | 60 | ||||||||
Realized and unrealized loss on investments | 0 | 0 | 6,044 | ||||||||
Total operating costs | 12,990 | 11,924 | 34,891 | ||||||||
Operating loss (income) | (12,990) | (11,924) | (34,891) | ||||||||
Other income (expenses) | |||||||||||
Interest and investment income | 529 | 1,319 | 23,003 | ||||||||
Interest expense | (2,415) | (2,274) | (4,304) | ||||||||
Capitalized interest | 1,662 | 560 | 0 | ||||||||
Other income (loss), net | 1,807 | 2,034 | 1,856 | ||||||||
Total other income (expenses) | 1,583 | 1,639 | 20,555 | ||||||||
Income tax expense | 571 | 284 | 965 | ||||||||
Net Loss | (11,978) | (10,569) | (15,301) | ||||||||
Preferred dividends | (5,580) | (5,580) | (5,580) | ||||||||
Loss Applicable To Common Stockholders | (17,558) | (16,149) | (20,881) | ||||||||
Total assets | 43,952 | 58,627 | 43,952 | 58,627 | |||||||
Total liabilities | 63,073 | 56,883 | 63,073 | 56,883 | |||||||
Preferred stock | 61,583 | 61,583 | 61,583 | 61,583 | |||||||
Equity (loss) attributable to common stockholders | $ (80,704) | $ (59,839) | (80,704) | (59,839) | |||||||
Additions to property and equipment (including finance leases) during the year ended December 31, 2018 | 1,764 | 0 | 67 | ||||||||
Golf operations | |||||||||||
Revenues | |||||||||||
Total revenues | 216,497 | 244,646 | 221,737 | ||||||||
Golf operations | Operating segments | Entertainment Golf | |||||||||||
Revenues | |||||||||||
Total revenues | 7,806 | 2,191 | 0 | ||||||||
Golf operations | Operating segments | Traditional Golf | |||||||||||
Revenues | |||||||||||
Total revenues | 208,691 | 242,455 | 221,737 | ||||||||
Golf operations | Operating segments | Corporate | |||||||||||
Revenues | |||||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Sales of food and beverages | |||||||||||
Revenues | |||||||||||
Total revenues | 55,567 | 69,723 | 70,857 | ||||||||
Sales of food and beverages | Operating segments | Entertainment Golf | |||||||||||
Revenues | |||||||||||
Total revenues | 11,974 | 2,713 | 0 | ||||||||
Sales of food and beverages | Operating segments | Traditional Golf | |||||||||||
Revenues | |||||||||||
Total revenues | 43,593 | 67,010 | 70,857 | ||||||||
Sales of food and beverages | Operating segments | Corporate | |||||||||||
Revenues | |||||||||||
Total revenues | $ 0 | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT, NET O_3
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION - Summary of Property and Equipment, Net of Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
PP&E | ||
Gross Carrying Amount | $ 192,717 | |
Accumulated Depreciation | (60,112) | |
Net Carrying Value | $ 179,641 | 132,605 |
Finance Leases | ||
Net Carrying Value | 20,119 | |
PP&E and Finance Leases | ||
Gross Carrying Amount | 251,521 | |
Accumulated Depreciation | (71,880) | |
Net Carrying Value | 179,641 | |
Land | ||
PP&E | ||
Gross Carrying Amount | 6,770 | 6,747 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | 6,770 | 6,747 |
Buildings and improvements | ||
PP&E | ||
Gross Carrying Amount | 147,146 | 78,833 |
Accumulated Depreciation | (36,349) | (30,540) |
Net Carrying Value | 110,797 | 48,293 |
Furniture, fixtures, and equipment | ||
PP&E | ||
Gross Carrying Amount | 52,327 | 26,726 |
Accumulated Depreciation | (19,484) | (16,729) |
Net Carrying Value | 32,843 | 9,997 |
Equipment | ||
Finance Leases | ||
Gross Carrying Amount | 36,166 | |
Accumulated Depreciation | (16,047) | |
Net Carrying Value | 20,119 | |
Finance leases - equipment | ||
PP&E | ||
Gross Carrying Amount | 28,745 | |
Accumulated Depreciation | (12,843) | |
Net Carrying Value | 15,902 | |
Construction in progress | ||
PP&E | ||
Gross Carrying Amount | 9,112 | 51,666 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | $ 9,112 | $ 51,666 |
PROPERTY AND EQUIPMENT, NET O_4
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION - Additional Information (Details) $ in Thousands | Mar. 07, 2018property | Jun. 30, 2018 | Dec. 31, 2019USD ($)property | Sep. 30, 2019property | Jun. 30, 2019property | Mar. 31, 2019property | Dec. 31, 2018USD ($)property | Sep. 30, 2018property | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Property, Plant and Equipment [Line Items] | |||||||||||
Depreciation | $ 19,300 | ||||||||||
Carrying value of property | $ 16,948 | $ 75,862 | 16,948 | $ 75,862 | |||||||
Held-for-sale | Traditional Golf | Golf Properties | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of properties held for sale | property | 26 | ||||||||||
Carrying value of property | 16,900 | 16,900 | |||||||||
Other assets | $ 200 | 200 | |||||||||
Traditional Golf Properties and Related Facilities | Disposed of by sale | Golf Properties | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of properties held for sale | property | 3 | 1 | 4 | 3 | 12 | 1 | |||||
Finance leases - equipment | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Depreciation | $ 16,000 | $ 21,000 | |||||||||
Land | Held-for-sale | Traditional Golf | Golf Properties | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment | $ 12,600 | 12,600 | |||||||||
Buildings and improvements | Held-for-sale | Traditional Golf | Golf Properties | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment | 3,900 | 3,900 | |||||||||
Furniture, fixtures, and equipment | Held-for-sale | Traditional Golf | Golf Properties | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment | $ 200 | $ 200 | |||||||||
Management Service | California | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Managements agreement, term | agreement terminated, 10 year management agreement executed |
PROPERTY AND EQUIPMENT, NET O_5
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION - Summary of the Traditional Golf properties (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019USD ($)propertycontract | Sep. 30, 2019USD ($)propertycontract | Jun. 30, 2019USD ($)propertycontract | Mar. 31, 2019USD ($)propertycontract | Dec. 31, 2018USD ($)propertycontract | Sep. 30, 2018USD ($)propertycontract | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)contract | Dec. 31, 2018USD ($)contract | Dec. 31, 2017USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||||
Proceeds from sale of property | $ 62,899 | $ 78,888 | $ 0 | |||||||
Number of management agreements executed subsequent to sale | contract | 2 | 1 | 1 | 1 | 8 | 0 | 2 | 8 | ||
Golf Properties | Disposed of by sale | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Proceeds from sale of property | $ 14,900 | $ 17,700 | $ 75,700 | |||||||
Net payables related to sale | 2,100 | 2,200 | $ 2,200 | |||||||
Proceeds from cash deposits | 9,400 | |||||||||
Golf Properties Sold During Current Period | Disposed of by sale | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Proceeds from sale of property | $ 18,400 | 18,200 | ||||||||
Golf Properties Sold During Prior Period | Disposed of by sale | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Proceeds from sale of property | $ 2,200 | |||||||||
Remittance to buyer | $ 2,700 | $ 3,500 | ||||||||
Traditional Golf Properties and Related Facilities | Golf Properties | Disposed of by sale | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of Golf Properties Sold | property | 3 | 1 | 4 | 3 | 12 | 1 | ||||
Sale Price | $ 19,100 | $ 12,500 | $ 19,700 | $ 28,700 | $ 86,200 | $ 3,500 | $ 19,100 | 86,200 | ||
Proceeds from sale of property | 18,600 | 12,300 | 17,900 | 25,500 | 73,500 | 3,200 | ||||
Transaction Costs | 400 | 200 | 800 | 500 | 1,200 | 0 | $ 400 | $ 1,200 | ||
Carrying Value | 10,900 | 5,200 | 18,300 | 20,300 | 62,700 | 3,300 | ||||
Gain (Loss) | $ 7,700 | $ 7,000 | $ (400) | $ 5,200 | $ 10,800 | $ (100) |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)renewal_option | Jan. 01, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 215,308 | |
Operating lease liability | $ 204,597 | |
Operating lease term (in years) | 20 years | |
Number of renewal term | renewal_option | 8 | |
Renewal term (in years) | 5 years | |
Traditional Golf Properties and Related Facilities | Lower Range | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term (in years) | 10 years | |
Traditional Golf Properties and Related Facilities | Upper Range | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term (in years) | 20 years | |
Golf Carts and Equipment | Lower Range | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term (in years) | 24 months | |
Golf Carts and Equipment | Upper Range | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term (in years) | 66 months | |
Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 225,600 | |
Operating lease liability | $ 205,900 |
LEASES - Lease Related Costs (D
LEASES - Lease Related Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Finance lease cost | |
Amortization of right-of-use assets | $ 6,305 |
Interest on lease liabilities | 1,313 |
Total finance lease cost | 7,618 |
Operating lease cost | |
Operating lease cost | 36,236 |
Short-term lease cost | 2,288 |
Variable lease cost | 16,667 |
Total operating lease cost | 55,191 |
Total lease cost | $ 62,809 |
LEASES - Other Information (Det
LEASES - Other Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease right-of-use assets | $ 215,308 |
Right-of-use assets, financing leases | 20,119 |
Lease liabilities, operating leases | 204,597 |
Lease liabilities, finance leases | 19,079 |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows, Operating Leases | 30,309 |
Operating cash flows, Financing Leases | 1,313 |
Financing cash flows, Financing Leases | 7,440 |
Right-of-use assets obtained in exchange for lease liabilities, operating leases | 10,813 |
Right-of-use assets obtained in exchange for lease liabilities, financing leases | $ 12,776 |
Weighted average remaining lease term, operating lease | 12 years 8 months 1 day |
Weighted average remaining lease term, financing lease | 3 years 6 months 1 day |
Weighted average discount rate, operating lease | 8.80% |
Weighted average discount rate, financing lease | 7.30% |
LEASES - Schedule of Lease Matu
LEASES - Schedule of Lease Maturity (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases | |
2020 | $ 33,151 |
2021 | 32,515 |
2022 | 31,133 |
2023 | 30,962 |
2024 | 24,864 |
Thereafter | 205,108 |
Total minimum lease payments | 357,733 |
Less: imputed interest | 153,136 |
Total lease liabilities | 204,597 |
Financing Leases | |
2020 | 7,222 |
2021 | 5,881 |
2022 | 4,290 |
2023 | 3,263 |
2024 | 1,039 |
Thereafter | 33 |
Total minimum lease payments | 21,728 |
Less: imputed interest | 2,649 |
Total lease liabilities | $ 19,079 |
INTANGIBLES, NET OF ACCUMULAT_3
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Investment [Line Items] | |||
Accumulated Amortization | $ (21,997) | $ (40,268) | |
Net Carrying Value | 16,522 | ||
Nonamortizable liquor licenses | 1,043 | ||
Total intangibles, Gross Carrying Amount | 39,562 | 88,656 | |
Total intangibles, Net Carrying Value | 17,565 | 48,388 | |
Amortization of Intangible Assets | 3,400 | 8,000 | $ 8,200 |
Nonamortizable liquor licenses | |||
Investment [Line Items] | |||
Nonamortizable liquor licenses | 1,043 | 893 | |
Trade name | |||
Investment [Line Items] | |||
Gross Carrying Amount | 700 | 700 | |
Accumulated Amortization | (140) | (117) | |
Net Carrying Value | 560 | 583 | |
Leasehold intangibles | |||
Investment [Line Items] | |||
Gross Carrying Amount | 0 | 46,581 | |
Accumulated Amortization | 0 | (20,270) | |
Net Carrying Value | 0 | 26,311 | |
Management contracts | |||
Investment [Line Items] | |||
Gross Carrying Amount | 32,331 | 32,932 | |
Accumulated Amortization | (17,342) | (15,174) | |
Net Carrying Value | 14,989 | 17,758 | |
Internally-developed software | |||
Investment [Line Items] | |||
Gross Carrying Amount | 252 | 2,314 | |
Accumulated Amortization | (27) | (967) | |
Net Carrying Value | 225 | 1,347 | |
Membership base | |||
Investment [Line Items] | |||
Gross Carrying Amount | 5,236 | 5,236 | |
Accumulated Amortization | (4,488) | (3,740) | |
Net Carrying Value | $ 748 | $ 1,496 |
INTANGIBLES, NET OF ACCUMULAT_4
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION - Schedule of Future Amortization Expense (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 2,941 | |
2021 | 1,827 | |
2022 | 1,571 | |
2023 | 1,566 | |
2024 | 1,090 | |
Thereafter | 7,527 | |
Net Carrying Value | 16,522 | |
Nonamortizable liquor licenses | 1,043 | |
Total intangibles, Net Carrying Value | $ 17,565 | $ 48,388 |
DEBT OBLIGATIONS - Debt Obligat
DEBT OBLIGATIONS - Debt Obligations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Less current portion of obligations under finance leases | $ 6,154,000 | $ 5,489,000 |
Total debt obligations | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 70,283,000 | 66,982,000 |
Carrying Value | $ 70,471,000 | 67,178,000 |
Weighted Average Funding Cost | 4.99% | |
Weighted Average Life | 12 years 1 month 1 day | |
Face Amount of Floating Rate Debt | $ 51,204,000 | |
Credit Facilities and Capital Leases | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 19,279,000 | 15,978,000 |
Carrying Value | $ 19,279,000 | 15,978,000 |
Weighted Average Funding Cost | 7.22% | |
Weighted Average Life | 3 years 8 months 1 day | |
Face Amount of Floating Rate Debt | $ 200,000 | |
Vineyard II | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 200,000 | 200,000 |
Carrying Value | $ 200,000 | 200,000 |
Weighted Average Coupon - rate | 2.80% | |
Weighted Average Funding Cost | 2.80% | |
Weighted Average Life | 24 years 1 day | |
Face Amount of Floating Rate Debt | $ 200,000 | |
Finance Leases (Equipment) | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 19,079,000 | 15,778,000 |
Carrying Value | $ 19,079,000 | 15,778,000 |
Weighted Average Funding Cost | 7.27% | |
Weighted Average Life | 3 years 6 months 1 day | |
Face Amount of Floating Rate Debt | $ 0 | |
Finance Leases (Equipment) | Lower Range | ||
Debt Instrument [Line Items] | ||
Weighted Average Coupon - rate | 3.00% | |
Finance Leases (Equipment) | Upper Range | ||
Debt Instrument [Line Items] | ||
Weighted Average Coupon - rate | 15.00% | |
Less current portion of obligations under finance leases | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | $ 6,154,000 | 5,489,000 |
Less current portion of obligations under finance leases | 6,154,000 | 5,489,000 |
Credit facilities and obligations under finance leases - noncurrent | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 13,125,000 | 10,489,000 |
Credit facilities and obligations under finance leases - noncurrent | 13,125,000 | 10,489,000 |
Junior subordinated notes payable | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 51,004,000 | 51,004,000 |
Carrying Value | $ 51,192,000 | $ 51,200,000 |
Weighted Average Funding Cost | 4.15% | |
Weighted Average Life | 15 years 3 months 1 day | |
Face Amount of Floating Rate Debt | $ 51,004,000 | |
Junior subordinated notes payable | LIBOR | ||
Debt Instrument [Line Items] | ||
Weighted Average Coupon - spread on basis for variable rate | 2.25% |
DEBT OBLIGATIONS DEBT OBLIGATIO
DEBT OBLIGATIONS DEBT OBLIGATIONS - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)installmentround | Dec. 31, 2018USD ($) | |
Lower Range | Capital leases - equipment | Golf Investments | ||
Debt Instrument [Line Items] | ||
Lease term | 24 months | |
Upper Range | Capital leases - equipment | Golf Investments | ||
Debt Instrument [Line Items] | ||
Lease term | 66 months | |
Vineyard II | ||
Debt Instrument [Line Items] | ||
Face amount of debt | $ | $ 200,000 | $ 200,000 |
Number of installments | installment | 5 | |
Achievement period | 36 months | |
Rounds of golf | round | 240,000 | |
Variable rate (as percent) | 1.00% | |
Effective interest rate (as percent) | 2.80% |
DEBT OBLIGATIONS - Maturities o
DEBT OBLIGATIONS - Maturities of Debt Obligations (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2020 | $ 6,063 |
2021 | 5,088 |
2022 | 3,829 |
2023 | 3,060 |
2024 | 1,006 |
Thereafter | 51,237 |
Total | 70,283 |
Nonrecourse | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2020 | 6,063 |
2021 | 5,088 |
2022 | 3,829 |
2023 | 3,060 |
2024 | 1,006 |
Thereafter | 233 |
Total | 19,279 |
Recourse | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2020 | 0 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 51,004 |
Total | $ 51,004 |
REAL ESTATE SECURITIES - Real E
REAL ESTATE SECURITIES - Real Estate Securities Holdings (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)security | Dec. 31, 2018USD ($)security | |
Investment [Line Items] | ||
After Impairment | $ 1,342 | |
Carrying Value | 3,052 | $ 2,953 |
ABS - Non-Agency RMBS (E) | ||
Investment [Line Items] | ||
Outstanding Face Amount | 4,000 | 4,000 |
Before Impairment | 2,863 | 2,596 |
Other-Than- Temporary- Impairment | (1,521) | (1,521) |
After Impairment | 1,342 | 1,075 |
Gains | 1,710 | 1,878 |
Losses | 0 | 0 |
Carrying Value | $ 3,052 | $ 2,953 |
Number of Securities | security | 1 | 1 |
Coupon | 2.18% | 2.90% |
Yield | 29.70% | 26.65% |
Weighted Average Life (Years) | 4 years 1 day | 4 years 10 months 15 days |
Principal Subordination | 44.00% | 38.00% |
REAL ESTATE SECURITIES - Narrat
REAL ESTATE SECURITIES - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)security | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |||
Other-than-temporary impairment charges (OTTI) | $ | $ 0 | $ 0 | $ 600,000 |
Securities in an unrealized loss position | security | 0 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Values and Estimated Fair Values (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Real estate securities, available-for-sale | $ 3,052 | |
Cash and cash equivalents | 28,423 | $ 79,235 |
Restricted cash, current and noncurrent | 3,541 | 3,584 |
Carrying Value | ||
Assets | ||
Real estate securities, available-for-sale | 3,052 | 2,953 |
Cash and cash equivalents | 28,423 | 79,235 |
Restricted cash, current and noncurrent | 3,541 | 3,584 |
Liabilities | ||
Junior subordinated notes payable | 51,192 | 51,200 |
Estimated Fair Value | ||
Assets | ||
Real estate securities, available-for-sale | 3,052 | 2,953 |
Cash and cash equivalents | 28,423 | 79,235 |
Restricted cash, current and noncurrent | 3,541 | 3,584 |
Liabilities | ||
Junior subordinated notes payable | $ 24,382 | $ 28,396 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative Information about Significant Unobservable Inputs (Details) $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost Basis | $ 1,342 | |
Real estate securities, available-for-sale | 3,052 | |
ABS - Non-Agency RMBS (E) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost Basis | 1,342 | $ 1,075 |
ABS - Non-Agency RMBS | ABS - Non-Agency RMBS (E) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Real estate securities, available-for-sale | $ 3,052 | |
Discount Rate | ABS - Non-Agency RMBS | ABS - Non-Agency RMBS (E) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Weighted Average Significant Input | 0.100 | |
Prepayment Speed | ABS - Non-Agency RMBS | ABS - Non-Agency RMBS (E) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Weighted Average Significant Input | 0.080 | |
Cumulative Default Rate | ABS - Non-Agency RMBS | ABS - Non-Agency RMBS (E) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Weighted Average Significant Input | 0.026 | |
Loss Severity | ABS - Non-Agency RMBS | ABS - Non-Agency RMBS (E) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Weighted Average Significant Input | 0.700 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Change in Fair Value of Level 3 Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Purchases, sales and repayments | ||
Transfers in or out of Level 3 | $ 0 | $ 0 |
Measured on a Recurring Basis | ABS - Non-Agency RMBS (E) | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning | 2,953,000 | 2,294,000 |
Total gains (losses) | ||
Included in other comprehensive income (loss) | (168,000) | 508,000 |
Amortization included in interest income | 375,000 | 246,000 |
Purchases, sales and repayments | ||
Proceeds | (108,000) | (95,000) |
Balance, ending | 3,052,000 | 2,953,000 |
Purchases | 0 | 0 |
Sales | $ 0 | $ 0 |
EQUITY AND EARNINGS PER SHARE E
EQUITY AND EARNINGS PER SHARE EQUITY AND EARNINGS PER SHARE - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator for basic and diluted earnings per share: | |||||||||||
Loss from continuing operations after preferred dividends | $ (60,434) | $ (44,263) | $ (47,781) | ||||||||
Loss Applicable To Common Stockholders | $ (16,671) | $ (13,414) | $ (14,354) | $ (15,995) | $ (4,905) | $ (15,470) | $ (6,198) | $ (17,690) | $ (60,434) | $ (44,263) | $ (47,781) |
Denominator: | |||||||||||
Denominator for basic earnings per share - weighted average shares (in shares) | 67,060,440 | 67,040,692 | 67,029,610 | 67,027,104 | 67,027,104 | 66,992,322 | 66,977,104 | 66,977,104 | 67,039,556 | 66,993,543 | 66,903,457 |
Effect of dilutive securities | |||||||||||
Options (in shares) | 1,749,596 | ||||||||||
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 67,060,440 | 67,040,692 | 67,029,610 | 67,027,104 | 67,027,104 | 66,992,322 | 66,977,104 | 66,977,104 | 67,039,556 | 66,993,543 | 66,903,457 |
Basic earnings per share: | |||||||||||
(Loss) income from continuing operations per share of common stock, after preferred dividends and noncontrolling interest (in dollars per share) | $ (0.90) | $ (0.66) | $ (0.71) | ||||||||
(Loss) Income Applicable to Common Stock, per share (in dollars per share) | $ (0.25) | $ (0.20) | $ (0.21) | $ (0.24) | $ (0.07) | $ (0.23) | $ (0.09) | $ (0.26) | (0.90) | (0.66) | (0.71) |
Diluted earnings per share: | |||||||||||
(Loss) income from continuing operations per share of common stock, after preferred dividends and noncontrolling interest (in dollars per share) | (0.90) | (0.66) | (0.71) | ||||||||
(Loss) Income Applicable to Common Stock, per share (in dollars per share) | $ (0.25) | $ (0.20) | $ (0.21) | $ (0.24) | $ (0.07) | $ (0.23) | $ (0.09) | $ (0.26) | $ (0.90) | $ (0.66) | $ (0.71) |
Options | |||||||||||
Effect of dilutive securities | |||||||||||
Options (in shares) | 0 | 0 | 0 | ||||||||
RSUs | |||||||||||
Effect of dilutive securities | |||||||||||
Options (in shares) | 0 | 0 | 0 |
EQUITY AND EARNINGS PER SHARE_2
EQUITY AND EARNINGS PER SHARE EQUITY AND EARNINGS PER SHARE - Narrative (Details) $ / shares in Units, $ in Thousands | Apr. 11, 2018 | Nov. 30, 2019shares | May 31, 2019shares | Mar. 31, 2007USD ($)shares | Oct. 31, 2005USD ($)shares | Mar. 31, 2003USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017shares | Mar. 06, 2020right$ / shares | Mar. 31, 2010shares |
Class of Stock [Line Items] | |||||||||||
Potentially dilutive common stock equivalents (in shares) | 1,749,596 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 3.66 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | 0.01 | $ 0.01 | |||||||||
Preferred stock liquidation preference (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||
Other investments | $ | $ 24,020 | $ 22,613 | |||||||||
Series B Cumulative Redeemable Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of preferred stock (in shares) | 2,500,000 | ||||||||||
Issuance of preferred stock | $ | $ 62,500 | ||||||||||
Preferred stock, dividend rate (as percent) | 9.75% | 9.75% | 9.75% | ||||||||
Preferred stock liquidation preference (in dollars per share) | $ / shares | $ 25 | ||||||||||
Cost incurred with stock issuance | $ | $ 2,400 | ||||||||||
Preferred stock, shares outstanding (in shares) | 1,347,321 | 1,347,321 | 1,347,321 | ||||||||
Series C Cumulative Redeemable Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of preferred stock (in shares) | 1,600,000 | ||||||||||
Issuance of preferred stock | $ | $ 40,000 | ||||||||||
Preferred stock, dividend rate (as percent) | 8.05% | 8.05% | 8.05% | ||||||||
Increased dividend rate of preferred stock, if delisting occurs (as percent) | 9.05% | ||||||||||
Cost incurred with stock issuance | $ | $ 1,500 | ||||||||||
Preferred stock, shares outstanding (in shares) | 496,000 | 496,000 | 496,000 | ||||||||
Series D Cumulative Redeemable Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of preferred stock (in shares) | 2,000,000 | ||||||||||
Issuance of preferred stock | $ | $ 50,000 | ||||||||||
Preferred stock, dividend rate (as percent) | 8.375% | 8.375% | 8.375% | ||||||||
Increased dividend rate of preferred stock, if delisting occurs (as percent) | 9.375% | ||||||||||
Cost incurred with stock issuance | $ | $ 1,800 | ||||||||||
Preferred stock, shares outstanding (in shares) | 620,000 | 620,000 | 620,000 | ||||||||
Stock Option | |||||||||||
Class of Stock [Line Items] | |||||||||||
Potentially dilutive common stock equivalents (in shares) | 0 | 0 | 0 | ||||||||
Stock-based compensation expense | $ | $ 600 | $ 2,200 | |||||||||
Unrecognized stock-based compensation expense, stock options | $ | $ 3,400 | ||||||||||
Weighted average period of recognition for stock-based compensation expense | 2 years 4 months | ||||||||||
RSUs | |||||||||||
Class of Stock [Line Items] | |||||||||||
Potentially dilutive common stock equivalents (in shares) | 0 | 0 | 0 | ||||||||
Issuance of common stock (in shares) | 8,548 | ||||||||||
Stock-based compensation expense | $ | $ 700 | $ 100 | |||||||||
Unrecognized stock-based compensation expense, stock options | $ | $ 1,900 | ||||||||||
Weighted average period of recognition for stock-based compensation expense | 2 years 2 months | ||||||||||
Omnibus Incentive Plan 2018 | Stock Compensation Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares available for grants (in shares) | 5,343,078 | ||||||||||
Director Stock Program | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of fully vested shares available for grant (as percent) | 20.00% | ||||||||||
Granted to the independent directors | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares of common stock issued for compensation (in shares) | 27,099 | 152,800 | |||||||||
Issuance of common stock (in shares) | 6,000 | 50,000 | |||||||||
Non-Employee Director | Director Stock Program | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares of common stock issued for compensation (in shares) | 1,000 | 8,333 | |||||||||
Service period | 30 days | ||||||||||
Number of shares (in shares) | 5,000 | 41,667 | |||||||||
Stock Option | |||||||||||
Class of Stock [Line Items] | |||||||||||
Potentially dilutive common stock equivalents excluded from diluted EPS calculation due to loss | 2,113,022 | 2,718,704 | |||||||||
Antidilutive common stock equivalents (in shares) | 396,146 | 88,023 | 201,430 | ||||||||
Subsequent Event | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of rights for each common stock outstanding | right | 1 | ||||||||||
Subsequent Event | Series E Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Purchase price per unit (in dollars per share) | $ / shares | $ 18 |
EQUITY AND EARNINGS PER SHARE_3
EQUITY AND EARNINGS PER SHARE EQUITY AND EARNINGS PER SHARE - Changes in Outstanding Options (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Options | |
Beginning Balance (in shares) | shares | 8,436,931 |
Granted (in shares) | shares | 695,652 |
Forfeited (in shares) | shares | (2,234,237) |
Ending Balance (in shares) | shares | 6,898,346 |
Exercisable, Number of Options (in shares) | shares | 4,744,696 |
Weighted Average Strike Price | |
Beginning Balance (in dollars per share) | $ / shares | $ 3.72 |
Granted (in dollars per share) | $ / shares | 4.66 |
Forfeited (in dollars per share) | $ / shares | 5.44 |
Ending Balance (in dollars per share) | $ / shares | 3.26 |
Exercisable, Weighted Average Strike Price (in shares) | $ / shares | $ 3.26 |
Weighted Average Life Remaining (in years) | |
Outstanding | 3 years 4 months 7 days |
Exercisable | 2 years 6 months 1 day |
EQUITY AND EARNINGS PER SHARE -
EQUITY AND EARNINGS PER SHARE - Outstanding Options Summary (Details) - USD ($) $ in Millions | Nov. 12, 2018 | Nov. 30, 2019 | Jul. 31, 2019 | Feb. 28, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options outstanding (in shares) | 6,898,346 | 8,436,931 | ||||
Granted (in shares) | 695,652 | |||||
Held by the former Manager | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options outstanding (in shares) | 3,627,245 | 2,705,253 | ||||
Forfeited (in shares) | 921,992 | |||||
Granted (in shares) | 1,152,495 | |||||
Issued to the Manager and subsequently transferred to certain Manager’s employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options outstanding (in shares) | 1,382,998 | 2,304,990 | ||||
Granted to the independent directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options outstanding (in shares) | 333 | 333 | ||||
Issued to Drive Shack employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options outstanding (in shares) | 1,887,770 | 3,426,355 | ||||
Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 0.6 | $ 2.2 | ||||
Stock Option | Former CEO | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Modified options to accelerate vesting (in shares) | 1,117,118 | |||||
Stock-based compensation expense | $ (2.1) | |||||
Forfeited (in shares) | 2,234,237 | |||||
Stock Option | Held by the former Manager | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ (1.2) | |||||
Vesting period | 1 year | |||||
Tranche Two | Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 75,000 |
EQUITY AND EARNINGS PER SHARE_4
EQUITY AND EARNINGS PER SHARE - Assumptions (Details) - USD ($) $ in Thousands | Nov. 12, 2018 | Apr. 10, 2018 | Jan. 01, 2018 | Nov. 30, 2019 | Apr. 30, 2019 | Nov. 30, 2018 | Apr. 30, 2018 | Jan. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expected Volatility (as percent) | 35.66% | 39.73% | 44.73% | 36.80% | ||||
Expected Volatility, Minimum (as percent) | 35.40% | |||||||
Expected Volatility, Maximum (as percent) | 35.80% | |||||||
Expected Dividend Yield (as percent) | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||
Expected Remaining Term | 3 months | 6 years | ||||||
Risk-Free Rate, Minimum (as percent) | 1.57% | 2.34% | 3.09% | 2.68% | 2.16% | |||
Risk-Free Rate, Maximum (as percent) | 3.11% | 2.82% | 2.29% | |||||
Fair Value at Valuation Date | $ 7,478 | $ 3,558 | $ 4,272 | $ 67 | $ 1,280 | |||
Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expected Remaining Term | 6 years | 2 years 8 months 12 days | 3 years | |||||
Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expected Remaining Term | 6 years 6 months | 6 years 3 months 18 days | 6 years 7 months 6 days |
EQUITY AND EARNINGS PER SHARE_5
EQUITY AND EARNINGS PER SHARE EQUITY AND EARNINGS PER SHARE - Summary of RSUs (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of RSUs | |
Beginning balance (in shares) | 54,641 |
Granted (in shares) | 635,819 |
Released (in shares) | (35,647) |
Forfeited (in shares) | (134,195) |
Ending balance (in shares) | 520,618 |
Weighted Average Grant Date Fair Value (per unit) | |
Beginning balance (in dollars per share) | $ / shares | $ 5.02 |
Granted (in dollars per share) | $ / shares | 4.66 |
Released (in dollars per share) | $ / shares | 5.17 |
Forfeited (in dollars per share) | $ / shares | 4.68 |
Ending balance (in dollars per share) | $ / shares | $ 4.66 |
Vesting period | 1 year |
Non-employee | |
Number of RSUs | |
Granted (in shares) | 56,076 |
Employees | |
Number of RSUs | |
Granted (in shares) | 579,743 |
TRANSACTIONS WITH AFFILIATES _2
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Stock options outstanding (in shares) | 6,898,346 | 8,436,931 | |
Amount payable to aircraft operator for aircraft charter (less than) | $ 0.1 | $ 0.1 | $ 0.1 |
Manager | |||
Related Party Transaction [Line Items] | |||
Termination payment | $ 10.7 | ||
Affiliates | |||
Related Party Transaction [Line Items] | |||
Number of shares owned by related party (in shares) | 7,300,000 | ||
Stock options outstanding (in shares) | 3,600,000 | ||
Rent expense | $ 0.2 | 1.1 | |
Reimbursement of employee services | 0.2 | ||
Transition Services Agreement | Manager | |||
Related Party Transaction [Line Items] | |||
Expenses incurred | $ 0.1 | $ 0.4 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | 19 Months Ended | ||
Jul. 31, 2018USD ($)installment | Dec. 31, 2016USD ($) | Dec. 31, 2019USD ($)renewal_optionlease | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||||
Lease exit costs | $ 800 | ||||
Accrued expenses | $ 25,877 | $ 45,284 | |||
Regulatory bonds outstanding | $ 1,000 | 2,000 | |||
Number of property leases | lease | 4 | ||||
Written notice period to cancel lease | 30 days | ||||
Deferred revenue | $ 6,283 | 6,016 | |||
Restricted cash | $ 3,541 | $ 3,584 | |||
Operating lease term | 20 years | ||||
Number of renewal term | renewal_option | 8 | ||||
Renewal term (in years) | 5 years | ||||
Operating lease not yet commenced | $ 85,700 | ||||
Traditional Golf | |||||
Segment Reporting Information [Line Items] | |||||
Membership deposit term | 30 years | ||||
Deferred revenue | $ 246,000 | ||||
Traditional Golf | Other restricted cash - Traditional Golf | |||||
Segment Reporting Information [Line Items] | |||||
Restricted cash | $ 3,200 | ||||
Minimum | |||||
Segment Reporting Information [Line Items] | |||||
Operating Lease Commences | 12 months | ||||
Maximum | |||||
Segment Reporting Information [Line Items] | |||||
Operating Lease Commences | 24 months | ||||
Lease Termination Dispute | |||||
Segment Reporting Information [Line Items] | |||||
Settlement awarded to other party | $ 7,400 | ||||
Settlement amount payable immediately | 5,200 | ||||
Settlement amount payable in installments | $ 2,200 | ||||
Number of quarterly installments | installment | 6 | ||||
Settled Litigation | Lease Termination Dispute | |||||
Segment Reporting Information [Line Items] | |||||
Accrued expenses | $ 6,600 | ||||
Settlement awarded to other party | $ 7,400 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 532 | $ 211 | $ 710 |
State and Local | 109 | 73 | 255 |
Total Current Provision | 641 | 284 | 965 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State and Local | 0 | 0 | 0 |
Total Deferred Provision | 0 | 0 | 0 |
Total Provision for Income Taxes | $ 641 | $ 284 | $ 965 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 391.6 | |
Receivable related to AMT credits | 1.1 | |
Unrecognized tax benefits | 1.2 | |
Increase in income taxes receivable related to tax cuts and jobs act | $ 0.6 | |
Capital Loss Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Capital loss carryforward | $ 27.2 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Balance as of December 31, 2018 | $ 721 |
Increase due to tax positions of current year | 471 |
Balance as of December 31, 2019 | $ 1,192 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Provision at the statutory rate | 21.00% | 21.00% | 35.00% |
Permanent items | (0.62%) | (1.12%) | (0.36%) |
State and local taxes | (0.16%) | (0.15%) | (0.42%) |
Valuation allowance | (21.11%) | (19.97%) | 64.46% |
Effects of change in tax rate | 0.00% | 0.00% | (101.31%) |
Unrecognized tax benefits | (0.86%) | (1.84%) | 0.00% |
Tax credits | 0.00% | 1.36% | 0.00% |
Other | 0.57% | 0.00% | 0.31% |
Total benefit | (1.18%) | (0.72%) | (2.32%) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Allowance for loan losses | $ 308 | $ 292 |
Depreciation and amortization | 3,939 | 8,964 |
Accrued expenses | 2,488 | 2,701 |
Interest | 3,661 | 3,445 |
Operating lease liabilities | 56,803 | |
Net operating losses | 107,415 | 89,903 |
Capital losses | 7,437 | 7,352 |
Deferred revenue | 2,124 | 1,960 |
Other | 5,618 | 5,306 |
Total deferred tax assets | 189,793 | 119,923 |
Less valuation allowance | (123,434) | (104,705) |
Net deferred tax assets | 66,359 | 15,218 |
Deferred tax liabilities: | ||
Leaseholds | 0 | 7,025 |
Operating lease right-of-use assets | 59,716 | |
Membership deposit liabilities | 6,643 | 8,193 |
Total deferred tax liabilities | 66,359 | 15,218 |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES - Change in Deferr
INCOME TAXES - Change in Deferred Tax Asset Valuation Allowance (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Changes in deferred tax asset valuation allowance: | |
December 31, 2018 | $ 104,705 |
December 31, 2019 | 123,434 |
Increase due to current year operations | |
Changes in deferred tax asset valuation allowance: | |
Change in valuation allowance | $ 18,729 |
IMPAIRMENT AND OTHER LOSSES IMP
IMPAIRMENT AND OTHER LOSSES IMPAIRMENT AND OTHER LOSSES - SUMMARY OF IMPAIRMENT AND OTHER LOSSES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other than Temporary Impairment Losses, Investments [Abstract] | |||
Traditional golf properties (held-for-sale) | $ 1,227 | $ 7,002 | $ 0 |
Traditional golf properties (held-for-use) | 3,805 | 1,091 | 0 |
Valuation allowance on loans | 0 | 147 | 60 |
Other losses | 10,381 | 0 | 0 |
Total impairment | $ 15,413 | $ 8,240 | $ 60 |
IMPAIRMENT AND OTHER LOSSES - N
IMPAIRMENT AND OTHER LOSSES - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($)property | Dec. 31, 2019USD ($)property | Dec. 31, 2018USD ($)property | Dec. 31, 2017USD ($) | |
Schedule of Investments [Line Items] | ||||
Impairment of assets held for sale | $ 15,413 | $ 8,240 | $ 60 | |
Traditional golf properties (held-for-use) | 3,805 | 1,091 | 0 | |
Loss on asset retirements | $ 10,381 | $ 0 | $ 0 | |
Held-for-sale | Golf Properties | ||||
Schedule of Investments [Line Items] | ||||
Number of impaired properties | property | 1 | 3 | 4 | |
Impairment of assets held for sale | $ 1,300 | $ 1,200 | $ 5,700 | |
Traditional golf properties | ||||
Schedule of Investments [Line Items] | ||||
Number of real estate properties, held-for-use, impaired | property | 2 | 3 |
SUMMARY QUARTERLY CONSOLIDATE_3
SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 71,815 | $ 74,682 | $ 71,615 | $ 53,952 | $ 69,286 | $ 87,419 | $ 91,004 | $ 66,660 | $ 272,064 | $ 314,369 | $ 292,594 |
Total operating costs | 91,936 | 92,010 | 83,171 | 72,231 | 79,262 | 94,619 | 87,976 | 78,946 | 339,348 | 340,803 | 337,505 |
Operating loss (income) | (20,121) | (17,328) | (11,556) | (18,279) | (9,976) | (7,200) | 3,028 | (12,286) | (67,284) | (26,434) | (44,911) |
Total other income (expenses) | 5,324 | 5,471 | (1,403) | 3,679 | 6,750 | (6,875) | (7,831) | (4,009) | 13,071 | (11,965) | 3,675 |
Income tax expense | 479 | 162 | 0 | 0 | 284 | 0 | 0 | 0 | 641 | 284 | 965 |
(Loss) Income from continuing operations | (15,276) | (12,019) | (12,959) | (14,600) | (3,510) | (14,075) | (4,803) | (16,295) | (54,854) | (38,683) | |
Preferred dividends | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (5,580) | (5,580) | (5,580) |
Loss Applicable To Common Stockholders | $ (16,671) | $ (13,414) | $ (14,354) | $ (15,995) | $ (4,905) | $ (15,470) | $ (6,198) | $ (17,690) | $ (60,434) | $ (44,263) | $ (47,781) |
Loss applicable to common stock, per share | |||||||||||
Basic (in dollars per share) | $ (0.25) | $ (0.20) | $ (0.21) | $ (0.24) | $ (0.07) | $ (0.23) | $ (0.09) | $ (0.26) | $ (0.90) | $ (0.66) | $ (0.71) |
Diluted (in dollars per share) | $ (0.25) | $ (0.20) | $ (0.21) | $ (0.24) | $ (0.07) | $ (0.23) | $ (0.09) | $ (0.26) | $ (0.90) | $ (0.66) | $ (0.71) |
Weighted average number of shares of common stock outstanding | |||||||||||
Basic (in shares) | 67,060,440 | 67,040,692 | 67,029,610 | 67,027,104 | 67,027,104 | 66,992,322 | 66,977,104 | 66,977,104 | 67,039,556 | 66,993,543 | 66,903,457 |
Diluted (in shares) | 67,060,440 | 67,040,692 | 67,029,610 | 67,027,104 | 67,027,104 | 66,992,322 | 66,977,104 | 66,977,104 | 67,039,556 | 66,993,543 | 66,903,457 |
Uncategorized Items - ds-201912
Label | Element | Value |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 4,809,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (9,831,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 4,809,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (9,831,000) |