Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | DRIVE SHACK INC. | |
Entity Central Index Key | 0001175483 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Entity Current Reporting Status | Yes | |
Amendment Flag | false | |
Entity Shell Company | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Common Stock, Shares Outstanding | 67,070,513 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 16,785 | $ 28,423 |
Restricted cash | 3,041 | 3,103 |
Accounts receivable, net of allowance of $904 and $1,082, respectively | 4,190 | 5,249 |
Real estate assets, held-for-sale, net | 16,970 | 16,948 |
Real estate securities, available-for-sale | 3,103 | 3,052 |
Other current assets | 13,966 | 17,521 |
Total current assets | 58,055 | 74,296 |
Restricted cash, noncurrent | 513 | 438 |
Property and equipment, net of accumulated depreciation | 184,219 | 179,641 |
Operating lease right-of-use assets | 212,246 | 215,308 |
Intangibles, net of accumulated amortization | 16,780 | 17,565 |
Other investments | 24,365 | 24,020 |
Other assets | 5,245 | 4,723 |
Total assets | 501,423 | 515,991 |
Current liabilities | ||
Obligations under finance leases | 6,004 | 6,154 |
Membership deposit liabilities | 10,784 | 10,791 |
Accounts payable and accrued expenses | 31,242 | 25,877 |
Deferred revenue | 25,118 | 26,268 |
Real estate liabilities, held-for-sale | 4 | 4 |
Other current liabilities | 23,367 | 23,964 |
Total current liabilities | 96,519 | 93,058 |
Credit facilities and obligations under finance leases - noncurrent | 12,468 | 13,125 |
Operating lease liabilities - noncurrent | 185,802 | 187,675 |
Junior subordinated notes payable | 51,190 | 51,192 |
Membership deposit liabilities, noncurrent | 97,648 | 95,805 |
Deferred revenue, noncurrent | 6,389 | 6,283 |
Other liabilities | 3,496 | 3,278 |
Total liabilities | 453,512 | 450,416 |
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 March 31, 2020 and December 31, 2019 | 61,583 | 61,583 |
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 67,070,513 and 67,068,751 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 671 | 671 |
Additional paid-in capital | 3,177,384 | 3,177,183 |
Accumulated deficit | (3,193,399) | (3,175,572) |
Accumulated other comprehensive income | 1,672 | 1,710 |
Total equity | 47,911 | 65,575 |
Total liabilities and equity | $ 501,423 | $ 515,991 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounts receivable allowance | $ 904 | $ 1,082 |
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) | 67,070,513 | 67,068,751 |
Common stock, shares outstanding (in shares) | 67,070,513 | 67,068,751 |
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 (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Total revenues | $ 61,135,000 | $ 53,952,000 |
Operating costs | ||
Operating expenses | 54,367,000 | 47,723,000 |
Cost of sales - food and beverages | 3,655,000 | 2,698,000 |
General and administrative expense | 9,818,000 | 11,619,000 |
Depreciation and amortization | 6,794,000 | 4,924,000 |
Pre-opening costs | 552,000 | 1,179,000 |
Impairment and other losses | 792,000 | 4,088,000 |
Total operating costs | 75,978,000 | 72,231,000 |
Operating loss | (14,843,000) | (18,279,000) |
Other income (expenses) | ||
Interest and investment income | 130,000 | 344,000 |
Interest expense, net | (2,745,000) | (2,153,000) |
Other income, net | 367,000 | 5,488,000 |
Total other income (expenses) | (2,248,000) | 3,679,000 |
Loss before income tax | (17,091,000) | (14,600,000) |
Income tax expense | 271,000 | 0 |
Net Loss | (17,362,000) | (14,600,000) |
Preferred dividends | (1,395,000) | (1,395,000) |
Loss Applicable to Common Stockholders | $ (18,757,000) | $ (15,995,000) |
Loss Applicable to Common Stock, per share | ||
Basic (in dollars per share) | $ (0.28) | $ (0.24) |
Diluted (in dollars per share) | $ (0.28) | $ (0.24) |
Weighted Average Number of Shares of Common Stock Outstanding | ||
Basic (in shares) | 67,069,534 | 67,027,104 |
Diluted (in shares) | 67,069,534 | 67,027,104 |
Golf operations | ||
Revenues | ||
Total revenues | $ 48,625,000 | $ 44,706,000 |
Food and beverages | ||
Revenues | ||
Total revenues | $ 12,510,000 | $ 9,246,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (17,362) | $ (14,600) |
Other comprehensive loss: | ||
Net unrealized loss on available-for-sale securities | (38) | 0 |
Other comprehensive loss | (38) | 0 |
Total comprehensive loss | (17,400) | (14,600) |
Comprehensive loss attributable to Drive Shack Inc. stockholders’ equity | $ (17,400) | $ (14,600) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comp. Income |
Equity (deficit), beginning (in shares) at Dec. 31, 2018 | 2,463,321 | 67,027,104 | ||||
Equity (deficit), beginning at Dec. 31, 2018 | $ 134,667 | $ 61,583 | $ 670 | $ 3,175,843 | $ (3,105,307) | $ 1,878 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends declared | (1,395) | (1,395) | ||||
Stock-based compensation | 1,222 | 1,222 | ||||
Comprehensive income (loss) | ||||||
Net loss | (14,600) | (14,600) | ||||
Other comprehensive income | 0 | 0 | ||||
Total comprehensive loss | (14,600) | |||||
Equity (deficit), ending (in shares) at Mar. 31, 2019 | 2,463,321 | 67,027,104 | ||||
Equity (deficit), ending at Mar. 31, 2019 | 110,063 | $ 61,583 | $ 670 | 3,177,065 | (3,131,133) | 1,878 |
Equity (deficit), beginning (in shares) at Dec. 31, 2019 | 2,463,321 | 67,068,751 | ||||
Equity (deficit), beginning at Dec. 31, 2019 | 65,575 | $ 61,583 | $ 671 | 3,177,183 | (3,175,572) | 1,710 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends declared | (465) | (465) | ||||
Stock-based compensation | 201 | 201 | ||||
Shares issued from restricted stock units (in shares) | 1,762 | |||||
Shares issued from restricted stock units | 0 | |||||
Comprehensive income (loss) | ||||||
Net loss | (17,362) | (17,362) | ||||
Other comprehensive income | (38) | (38) | ||||
Total comprehensive loss | (17,400) | |||||
Equity (deficit), ending (in shares) at Mar. 31, 2020 | 2,463,321 | 67,070,513 | ||||
Equity (deficit), ending at Mar. 31, 2020 | $ 47,911 | $ 61,583 | $ 671 | $ 3,177,384 | $ (3,193,399) | $ 1,672 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (17,362) | $ (14,600) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,794 | 4,924 |
Amortization of discount and premium | (91) | (56) |
Other amortization | 1,904 | 1,938 |
Amortization of revenue on golf membership deposit liabilities | (364) | (379) |
Amortization of prepaid golf membership dues | (4,076) | (3,323) |
Non-cash operating lease expense | 958 | 1,628 |
Stock-based compensation | 201 | 1,222 |
Impairment and other losses | 792 | 4,088 |
Equity in earnings from equity method investments, net of distributions | (344) | (341) |
Other (gains) losses, net | 46 | (5,006) |
Change in: | ||
Accounts receivable, net, other current assets and other assets - noncurrent | 3,913 | (1,052) |
Accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent | 5,052 | (11,234) |
Net cash used in operating activities | (2,577) | (22,191) |
Cash Flows From Investing Activities | ||
Proceeds from sale of property and equipment | 91 | 17,749 |
Acquisition and additions of property and equipment and intangibles | (6,573) | (22,717) |
Net cash used in investing activities | (6,482) | (4,968) |
Cash Flows From Financing Activities | ||
Repayments of debt obligations | (1,484) | (1,397) |
Golf membership deposits received | 489 | 357 |
Preferred stock dividends paid | (1,395) | (1,395) |
Other financing activities | (176) | (3) |
Net cash used in financing activities | (2,566) | (2,438) |
Net Decrease in Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent | (11,625) | (29,597) |
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, Beginning of Period | 31,964 | 82,819 |
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, End of Period | 20,339 | 53,222 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||
Preferred stock dividends declared but not paid | 0 | 930 |
Additions to finance lease assets and liabilities | 1,028 | 6,352 |
Increases in accounts payable and accrued expenses related to the purchase of property and equipment | $ 3,771 | $ 2,258 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Drive Shack Inc., which is referred to, together with its subsidiaries, 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. As of March 31, 2020 , the Company owned or leased 4 Entertainment Golf venues across 3 states. We opened our first Entertainment Golf venue in Orlando, Florida, in April 2018, which has largely served as our research and development and testing venue. During the second half of 2019, we opened three Generation 2.0 core Drive Shack 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 March 31, 2020 , the Company owned, leased or managed 61 traditional golf properties across 9 states. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES COVID-19 — In March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (“COVID-19”). In response to t he rapid spread of COVID-19, authorities around the world have implemented numerous measures to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. Many jurisdictions in which we operate required mandatory store closures or imposed capacity limitations and other restrictions affecting our operations. As a result, between March 19 and March 20, 2020, we temporarily closed all of our entertainment golf and substantially all of our traditional golf venues, and furloughed a substantial majority of our employees. We continue to monitor government guidelines and requirements in each geographic region in which we operate and we will resume operations on a case-by-case basis as soon as possible based on local conditions. In response to the uncertainty caused by the pandemic, we took several actions after we suspended operations to preserve our liquidity position and to prepare for multiple contingencies. We are generating minimal revenue from our venues as of the date of this report. The COVID-19 pandemic remains a rapidly evolving situation and the extended length of the outbreak and related government response may cause prolonged periods of venue closures and modified operating schedules and may result in changes in customer behaviors, including a potential reduction in consumer discretionary spending. These may lead to increased asset recovery and valuation risks, such as impairment of long-lived and other assets. The extent to which COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including additional actions taken to contain COVID-19 or treat its impact, among others. The Company currently expects these developments to result in a material adverse impact on its revenues, results of operations and cash flows. Going Concern — The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. However, as noted above, we temporarily closed all of our entertainment golf and substantially all of our traditional golf venues, eliminating substantially all of the Company's revenue sources. The loss of revenues and uncertainty related to the COVID-19 pandemic discussed above raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue operations is dependent on the degree of success of management's plans to manage existing cash balances during the closure and to obtain additional financing to fund its short-term liquidity requirements. In order to manage existing cash balances, management reduced spending broadly, including furloughing a substantial majority of our employees, pausing construction on future planned venues to reduce capital spending, and suspending declaration of dividends on our preferred stock, and also deferred payment of certain operating and corporate expenditures. The Company is actively seeking to sell its remaining Traditional Golf property that is held-for-sale and believes that a sale is probable and would mitigate the substantial doubt raised by the COVID-19 pandemic and satisfy the Company's estimated liquidity needs through 12 months from the issuance of the financial statements. The Company is also exploring additional debt financing, including potential financing options made available under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, public or private equity issuances, and additional ways to strategically monetize our remaining real estate securities and other investments. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Basis of Presentation — The accompanying Consolidated Financial Statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under U.S. generally accepted accounting principles, or GAAP, have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2020. Capitalized terms used herein, and not otherwise defined, are defined in the Company’s Consolidated Financial Statements for the year ended December 31, 2019 . The Company’s significant accounting policies for these financial statements as of March 31, 2020 are summarized below and should be read in conjunction with the Summary of Significant Accounting Policies detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 . Other Income (Loss), Net — These items are comprised of the following: Three Months Ended March 31, 2020 2019 Collateral management fee income, net 72 128 Equity in earnings of equity method investments 344 341 Gain (loss) on sale of long-lived assets and intangibles 48 5,029 Other (loss) income (97 ) (10 ) Other income, net $ 367 $ 5,488 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 to sell. 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 the 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. 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 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. Operating leases are subsequently amortized into lease cost on a straight-line basis. Depreciation of the finance lease ROU assets is 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. Other Investments — The Company owns an approximately 22% economic interest in a limited liability company which owns preferred equity in a commercial real estate project. The Company accounts for this investment as an equity method investment. As of March 31, 2020 , and December 31, 2019 , the carrying value of this investment was $24.4 million and $24.0 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 commercial 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, changes in market rental rates, and 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 fall within Level 3 for fair value reporting. 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 asset is 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. Other Current Assets The following table summarizes the Company's other current assets: March 31, 2020 December 31, 2019 Managed course receivables $ 3,434 $ 5,426 Prepaid expenses 3,097 3,608 Deposits 962 1,374 Inventory 3,014 2,762 Miscellaneous current assets, net 3,459 4,351 Other current assets $ 13,966 $ 17,521 Other Assets The following table summarizes the Company's other assets: March 31, 2020 December 31, 2019 Prepaid expenses $ 604 $ 317 Deposits 2,455 2,123 Miscellaneous assets, net 2,186 2,283 Other assets $ 5,245 $ 4,723 Other Current Liabilities The following table summarizes the Company's other current liabilities: March 31, 2020 December 31, 2019 Operating lease liabilities 17,186 16,922 Accrued rent 2,586 2,769 Dividends payable — 930 Miscellaneous current liabilities 3,595 3,343 Other current liabilities $ 23,367 $ 23,964 Other Liabilities The following table summarized the Company's other liabilities: March 31, 2020 December 31, 2019 Service obligation intangible 1,687 1,776 Miscellaneous liabilities 1,809 1,502 Other liabilities $ 3,496 $ 3,278 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. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("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. The effective date of the standards will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the standard on January 1, 2020. The adoption did not impact 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. |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2020 | |
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 tables disaggregate revenue by category: Entertainment golf venues, public and private golf properties (owned and leased) and managed golf properties. Three Months Ended March 31, 2020 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations $ 3,910 $ 16,023 $ 13,655 $ 15,037 $ 48,625 Sales of food and beverages 6,207 4,285 2,018 — 12,510 Total revenues $ 10,117 $ 20,308 $ 15,673 $ 15,037 $ 61,135 Three Months Ended March 31, 2019 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations $ 681 $ 17,464 $ 15,454 $ 11,107 $ 44,706 Sales of food and beverages 1,040 5,476 2,730 — 9,246 Total revenues $ 1,721 $ 22,940 $ 18,184 $ 11,107 $ 53,952 (A) Includes $13.3 million for the three months ended March 31, 2020 , and $9.8 million for the three months ended March 31, 2019 , due to management contract reimbursements reported under ASC 606. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 , the Company owned, leased or managed 61 Traditional Golf 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 a reconciliation to the same data for the Company as a whole: Entertainment Golf Traditional Golf Corporate Total Three Months Ended March 31, 2020 Revenues Golf operations $ 3,910 $ 44,715 $ — $ 48,625 Sales of food and beverages 6,207 6,303 — 12,510 Total revenues 10,117 51,018 — 61,135 Operating costs Operating expenses 8,172 46,195 — 54,367 Cost of sales - food and beverages 1,610 2,045 — 3,655 General and administrative expense (A) 3,169 3,093 2,378 8,640 General and administrative expense - acquisition and transaction expenses (B) 34 122 1,022 1,178 Depreciation and amortization 3,020 3,703 71 6,794 Pre-opening costs (C) 552 — — 552 Impairment and other losses — 792 — 792 Total operating costs 16,557 55,950 3,471 75,978 Operating loss (6,440 ) (4,932 ) (3,471 ) (14,843 ) Other income (expenses) Interest and investment income 1 15 114 130 Interest expense (D) (105 ) (2,147 ) (526 ) (2,778 ) Capitalized interest (D) — 9 24 33 Other (loss) income, net — (46 ) 413 367 Total other income (expenses) (104 ) (2,169 ) 25 (2,248 ) Income tax expense — — 271 271 Net (loss) income (6,544 ) (7,101 ) (3,717 ) (17,362 ) Preferred dividends — — (1,395 ) (1,395 ) (Loss) income applicable to common stockholders $ (6,544 ) $ (7,101 ) $ (5,112 ) $ (18,757 ) Entertainment Golf Traditional Golf Corporate (E) Total March 31, 2020 Total assets 164,212 299,573 37,638 501,423 Total liabilities 41,182 349,105 63,225 453,512 Preferred stock — — 61,583 61,583 Equity attributable to common stockholders $ 123,030 $ (49,532 ) $ (87,170 ) $ (13,672 ) Additions to property and equipment (including finance leases) during the three months ended March 31, 2020 $ 4,240 $ 1,894 $ 403 $ 6,537 Summary segment financial data (continued). Entertainment Golf Traditional Golf Corporate Total Three Months Ended March 31, 2019 Revenues Golf operations $ 681 $ 44,025 $ — $ 44,706 Sales of food and beverages 1,040 8,206 — 9,246 Total revenues 1,721 52,231 — 53,952 Operating costs Operating expenses 1,747 45,976 — 47,723 Cost of sales - food and beverages 251 2,447 — 2,698 General and administrative expense (A) 3,379 3,897 3,944 11,220 General and administrative expense - acquisition and transaction expenses (B) 157 153 89 399 Depreciation and amortization 709 4,217 (2 ) 4,924 Pre-opening costs (C) 1,179 — — 1,179 Impairment and other losses — 4,088 — 4,088 Total operating costs 7,422 60,778 4,031 72,231 Operating loss (5,701 ) (8,547 ) (4,031 ) (18,279 ) Other income (expenses) Interest and investment income 132 38 174 344 Interest expense (D) (3 ) (2,190 ) (626 ) (2,819 ) Capitalized interest (D) — 188 478 666 Other (loss) income, net (7 ) 5,030 465 5,488 Total other income (expenses) 122 3,066 491 3,679 Income tax expense — — — — Net loss (5,579 ) (5,481 ) (3,540 ) (14,600 ) Preferred dividends — — (1,395 ) (1,395 ) Loss applicable to common stockholders $ (5,579 ) $ (5,481 ) $ (4,935 ) $ (15,995 ) (A) General and administrative expenses include severance expense in the amount of $0.7 million for the three months ended March 31, 2020 , and $0.4 million for the three months ended March 31, 2019 . (B) Acquisition and transaction expenses include costs related to completed and potential acquisitions and transactions and strategic initiatives which may include advisory, legal, accounting and other professional or consulting fees. (C) 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. (D) Interest expense includes the accretion of membership deposit liabilities in the amount of $1.9 million for the three months ended March 31, 2020 , and $1.9 million for the three months ended March 31, 2019 . Interest expense and capitalized interest are combined in interest expense, net on the Consolidated Statements of Operations. (E) Total assets in the corporate segment include an equity method investment in the amount of $24.4 million as of March 31, 2020 recorded in other investments on the Consolidated Balance Sheets. |
PROPERTY AND EQUIPMENT, NET OF
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION | 3 Months Ended |
Mar. 31, 2020 | |
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: March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 6,770 $ — $ 6,770 $ 6,770 $ — $ 6,770 Buildings and improvements 146,474 (38,359 ) 108,115 147,146 (36,349 ) 110,797 Furniture, fixtures and equipment 53,459 (21,317 ) 32,142 52,327 (19,484 ) 32,843 Finance leases - equipment 34,107 (14,893 ) 19,214 36,166 (16,047 ) 20,119 Construction in progress 17,978 — 17,978 9,112 — 9,112 Total Property and Equipment $ 258,788 $ (74,569 ) $ 184,219 $ 251,521 $ (71,880 ) $ 179,641 On March 7, 2018, the Company announced it was actively pursuing the sale of 26 owned Traditional Golf properties in order to generate capital for reinvestment in the Entertainment Golf business. As of March 31, 2020 , the Company continues to present one golf property as held-for-sale. 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. The real estate assets, held-for-sale, net are reported at a carrying value of $ 17.0 million and include $ 12.6 million of land, $ 4.0 million of buildings and improvements, $ 0.2 million of furniture, fixtures and equipment, and $ 0.2 million of other related assets, partially offset by accumulated impairment. During the three months ended March 31, 2019, the Company sold two public golf properties in Georgia and a private golf property in California for an aggregate sale price of $28.7 million , resulting in net proceeds of $25.5 million , inclusive of transaction costs of $0.5 million . 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. The golf properties had a carrying value of $20.3 million and resulted in a gain on sale of $5.2 million . The gain on sale is recorded in other income (loss), net on the Consolidated Statement of Operations. Subsequent to the completion of the sale, the Company entered into a management agreement on the California golf property. No golf properties were sold during the three months ended March 31, 2020 . |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES 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 (see Note 13 for additional detail). 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 three months ended March 31, 2020 are as follows: Three Months Ended March 31, 2020 Finance lease cost Amortization of right-of-use assets $ 1,532 Interest on lease liabilities 341 Total finance lease cost 1,873 Operating lease cost Operating lease cost 9,267 Short-term lease cost 428 Variable lease cost 2,788 Total operating lease cost 12,483 Total lease cost $ 14,356 Other information related to leases included on the Consolidated Balance Sheet as of and for the three months ended March 31, 2020 are as follows: Operating Leases Financing Leases Right-of-use assets 212,246 19,214 Lease liabilities 202,988 18,272 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows 8,303 340 Financing cash flows N/A 1,484 Right-of-use assets obtained in exchange for lease liabilities 2,459 1,028 Weighted average remaining lease term 12.6 years 3.4 years Weighted average discount rate 8.3 % 7.3 % Future minimum lease payments under non-cancellable leases as of March 31, 2020 are as follows: Operating Leases Financing Leases April 1, 2020 - December 31, 2020 24,277 5,508 2021 31,944 6,018 2022 30,673 4,454 2023 30,511 3,434 2024 24,659 1,284 Thereafter 202,618 90 Total minimum lease payments 344,682 20,788 Less: imputed interest 141,694 2,516 Total lease liabilities $ 202,988 $ 18,272 |
LEASES | LEASES 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 (see Note 13 for additional detail). 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 three months ended March 31, 2020 are as follows: Three Months Ended March 31, 2020 Finance lease cost Amortization of right-of-use assets $ 1,532 Interest on lease liabilities 341 Total finance lease cost 1,873 Operating lease cost Operating lease cost 9,267 Short-term lease cost 428 Variable lease cost 2,788 Total operating lease cost 12,483 Total lease cost $ 14,356 Other information related to leases included on the Consolidated Balance Sheet as of and for the three months ended March 31, 2020 are as follows: Operating Leases Financing Leases Right-of-use assets 212,246 19,214 Lease liabilities 202,988 18,272 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows 8,303 340 Financing cash flows N/A 1,484 Right-of-use assets obtained in exchange for lease liabilities 2,459 1,028 Weighted average remaining lease term 12.6 years 3.4 years Weighted average discount rate 8.3 % 7.3 % Future minimum lease payments under non-cancellable leases as of March 31, 2020 are as follows: Operating Leases Financing Leases April 1, 2020 - December 31, 2020 24,277 5,508 2021 31,944 6,018 2022 30,673 4,454 2023 30,511 3,434 2024 24,659 1,284 Thereafter 202,618 90 Total minimum lease payments 344,682 20,788 Less: imputed interest 141,694 2,516 Total lease liabilities $ 202,988 $ 18,272 |
INTANGIBLES, NET OF ACCUMULATED
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION | 3 Months Ended |
Mar. 31, 2020 | |
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: March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade name $ 700 $ (146 ) $ 554 $ 700 $ (140 ) $ 560 Management contracts 31,830 (17,435 ) 14,395 32,331 (17,342 ) 14,989 Internally-developed software 258 (40 ) 218 252 (27 ) 225 Membership base 5,236 (4,675 ) 561 5,236 (4,488 ) 748 Nonamortizable liquor licenses 1,052 — 1,052 1,043 — 1,043 Total Intangibles $ 39,076 $ (22,296 ) $ 16,780 $ 39,562 $ (21,997 ) $ 17,565 |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT OBLIGATIONS | DEBT OBLIGATIONS The following table presents certain information regarding the Company’s debt obligations at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Debt Obligation/Collateral Month Issued Outstanding Carrying Final Stated Maturity Weighted Weighted Average Weighted Average Life (Years) Face Amount of Outstanding Face Amount Carrying Value Credit Facilities and Finance Leases Vineyard II Dec 1993 $ 200 $ 200 Dec 2043 3.09% 3.09 % 23.7 $ 200 $ 200 $ 200 Finance leases (Equipment) Jul 2014 - Mar 2020 18,272 18,272 Apr 2020 - Sep 2025 3.00% to 15.00% 7.33 % 3.4 — 19,079 19,079 18,472 18,472 7.28 % 3.6 200 19,279 19,279 Less current portion of obligations under finance leases 6,004 6,004 6,154 6,154 Credit facilities and obligations under finance leases - noncurrent 12,468 12,468 13,125 13,125 Corporate Junior subordinated notes payable (B) Mar 2006 51,004 51,190 Apr 2035 LIBOR+2.25% 3.99 % 15.1 51,004 51,004 51,192 Total debt obligations $ 69,476 $ 69,662 4.86 % 12.0 $ 51,204 $ 70,283 $ 70,471 (A) Including the effect of deferred financing costs. (B) Interest rate based on 3 month LIBOR plus 2.25% . Collateral for this obligation is the Company's general credit. |
REAL ESTATE SECURITIES
REAL ESTATE SECURITIES | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
REAL ESTATE SECURITIES | REAL ESTATE SECURITIES The following is a summary of the Company’s real estate securities at March 31, 2020 , which are classified as available-for-sale and are, therefore, reported at fair value with changes in fair value recorded in other comprehensive income, except for securities that are other-than-temporarily impaired. March 31, 2020 Amortized Cost Basis Gross Unrealized Weighted Average Asset Type Outstanding Face Amount Before Impairment Other-Than- Temporary Impairment After Impairment Gains Losses Carrying Number of Securities Rating (B) Coupon Yield Life Principal Subordination (D) ABS - Non-Agency RMBS $ 4,000 $ 2,952 $ (1,521 ) $ 1,431 $ 1,672 $ — $ 3,103 1 CCC 1.53 % 30.37 % 3.9 45.6 % Total Securities, Available for Sale (E) $ 4,000 $ 2,952 $ (1,521 ) $ 1,431 $ 1,672 $ — $ 3,103 1 (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 securities and residual interests that is subordinate to the Company’s investments. (E) The total outstanding face amount was $4.0 million for floating rate securities. The collateral securing the ABS - Non-Agency RMBS is located in various geographical regions in the U.S. The Company does not have significant investments in any geographic region. The Company had no securities in an unrealized loss position as of March 31, 2020 . |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value Summary Table The following table summarizes the carrying values and estimated fair values of the Company’s financial instruments at March 31, 2020 : Carrying Value Estimated Fair Value Fair Value Method (A) Assets Real estate securities, available-for-sale $ 3,103 $ 3,103 Pricing models - Level 3 Cash and cash equivalents 16,785 16,785 Restricted cash, current and noncurrent 3,554 3,554 Liabilities Junior subordinated notes payable 51,190 5,459 Pricing models - Level 3 (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 March 31, 2020 : Weighted Average Significant Input Asset Type Amortized Cost Basis Fair Value Discount Prepayment Cumulative Default Rate Loss ABS - Non-Agency RMBS $ 1,431 $ 3,103 10.0 % 8.0 % 2.6 % 70.0 % 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 during the three months ended March 31, 2020 as follows: ABS - Non-Agency RMBS Balance at December 31, 2019 $ 3,052 Total gains (losses) (A) Included in other comprehensive income (loss) (38 ) Amortization included in interest income 109 Purchases, sales and repayments (A) Proceeds (20 ) Balance at March 31, 2020 $ 3,103 (A) None of the gains (losses) recorded in earnings during the period are 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 three months ended March 31, 2020 . There were no transfers into or out of Level 3 during the three months ended March 31, 2020 . 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 for Which Fair Value Is Disclosed Fair Value Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: l Amount and timing of expected future cash flows l Interest rates l Market yields and the credit spread of the Company |
EQUITY AND EARNINGS PER SHARE
EQUITY AND EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
EQUITY AND EARNINGS PER SHARE | EQUITY AND EARNINGS PER SHARE A. Stock Options The following is a summary of the changes in the Company’s outstanding options for the three months ended March 31, 2020 : Number of Options Weighted Average Strike Price Weighted Average Life Remaining (in years) Balance at December 31, 2019 6,898,346 $ 3.26 Expired (1,117,118 ) 5.44 Forfeited (770,652 ) 4.74 Balance at March 31, 2020 5,010,576 $ 2.55 2.92 Exercisable at March 31, 2020 3,702,422 $ 2.56 2.94 As of March 31, 2020 , the Company’s outstanding options were summarized as follows: Number of Options Held by the former Manager 3,627,245 Issued to the former Manager and subsequently transferred to certain of the Manager’s employees (A) 1,382,998 Issued to the independent directors 333 Issued to Drive Shack employees — Total 5,010,576 Weighted average strike price $ 2.55 (A) The Company and the former Manager agreed that options held by certain employees formerly employed by the Manager would not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options 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 July 2019, a certain employee was terminated by the Company and 921,992 options reverted back to the former Manager. Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the options. Stock-based compensation expense related to the employee options was $(0.1) million during the three months ended March 31, 2020 , and $1.2 million during the three months ended March 31, 2019 , 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 $2.0 million as of March 31, 2020 and will be expensed over a weighted average of 2.2 years . B. Restricted Stock Units ("RSUs") The following is a summary of the changes in the Company’s RSUs for the three months ended March 31, 2020 . Number of RSUs Weighted Average Grant Date Fair Value (per unit) Balance at December 31, 2019 520,618 $ 4.66 Released (1,762 ) $ 4.73 Forfeited (67,248 ) $ 4.58 Balance at March 31, 2020 451,608 $ 4.67 The Company grants RSUs to the non-employee directors as part of their annual compensation. The RSUs are subject to a one year vesting period. During the three months ended March 31, 2020 , the Company granted no RSUs to non-employee directors and no RSUs granted to non-employee directors vested. The Company also grants 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. During the three months ended March 31, 2020 , the Company granted no RSUs to employees. Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the RSUs. Stock-based compensation expense related to RSUs was $0.3 million during the three months ended March 31, 2020 , respectively, and less than $0.1 million for the three months ended March 31, 2019 . Stock-based compensation expense 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 $1.3 million as of March 31, 2020 and will be expensed over a weighted average of 2.0 years . C. Dividends On November 11, 2019 , the Company declared dividends of $0.609375 , $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively, for the period beginning November 1, 2019 and ending January 31, 2020. Dividends totaling $1.4 million were paid on January 31, 2020 . No dividends were declared during the three months ended March 31, 2020 . D. Earnings Per Share The following table shows the Company's basic and diluted earnings per share (“EPS”): Three Months Ended March 31, 2020 2019 Numerator for basic and diluted earnings per share: Loss from continuing operations after preferred dividends and noncontrolling interests $ (18,757 ) $ (15,995 ) Loss Applicable to Common Stockholders $ (18,757 ) $ (15,995 ) Denominator: Denominator for basic earnings per share - weighted average shares 67,069,534 67,027,104 Effect of dilutive securities Options — — RSUs — — Denominator for diluted earnings per share - adjusted weighted average shares 67,069,534 67,027,104 Basic earnings per share: Loss from continuing operations per share of common stock, after preferred dividends and noncontrolling interests $ (0.28 ) $ (0.24 ) Loss Applicable to Common Stock, per share $ (0.28 ) $ (0.24 ) Diluted earnings per share: Loss from continuing operations per share of common stock, after preferred dividends and noncontrolling interests $ (0.28 ) $ (0.24 ) Loss Applicable to Common Stock, per share $ (0.28 ) $ (0.24 ) The Company’s dilutive securities are outstanding stock options and RSUs. During the three months ended March 31, 2020 , based on the treasury stock method, the Company had 964,335 potentially dilutive securities, which were excluded due to the Company's loss position. During the three months ended March 31, 2019 , based on the treasury stock method, the Company had 2,233,692 potentially dilutive securities. |
TRANSACTIONS WITH AFFILIATES AN
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES | 3 Months Ended |
Mar. 31, 2020 | |
Transactions With Affiliates And Affiliated Entity [Abstract] | |
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES | TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES Agreements with the Former Manager At March 31, 2020 , Fortress, through its affiliates, and principals of Fortress, owned 9.0 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 The Company incurred expenses for services of Ms. Khouri prior to execution of an employment agreement, which will be reimbursed to an affiliate of a member of the Board of Directors, subject to Board approval. The Company accrued $0.2 million in compensation expense for the year ended December 31, 2019, and an additional $0.1 million for the three months ended March 31, 2020 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Contingencies - 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, personal injury 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 March 31, 2020 , 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. Commitments - As of March 31, 2020 , the Company has additional operating leases that have not yet commenced of $98.0 million . The leases are expected to commence over the next 12 - 24 months with lease terms of approximately 10 - 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 | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company's income tax provision (benefit) for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. The Company's income tax provision was $0.3 million for the three months ended March 31, 2020 . There was no income tax provision for the three months ended March 31, 2019 . The increase in the income tax provision is due to tax on excess inclusion income and an increase in unrecognized tax benefits related to the current period. 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. The Company recorded a valuation allowance against its deferred tax assets as of March 31, 2020 as management does not believe that it is more likely than not that the deferred tax assets will be realized. 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. At December 31, 2019 , the Company reported a total liability for unrecognized tax benefits of $1.2 million . During the three months ended March 31, 2020 , the Company increased the liability by $0.1 million . The Company does not anticipate any significant increases or decreases to the balance of unrecognized tax benefits during the next 12 months. On March 27, 2020, as part of the business stimulus package in response to the COVID-19 pandemic, the U.S. government enacted the CARES Act. The CARES Act established new tax provisions including, but not limited to: (1) five-year carryback of NOLs generated in 2018, 2019 and 2020, and a temporary suspension of certain other limitations on the use of NOLs; (2) accelerated refund of AMT credit carryforwards; and (3) retroactive changes to allow accelerated depreciation for certain depreciable property. The legislation does not have a material impact on the Company’s tax positions due to the lack of taxable income in the carryback periods and the fact the Company was already expecting to receive a cash benefit for the remaining AMT credits in 2020. |
IMPAIRMENT AND OTHER LOSSES
IMPAIRMENT AND OTHER LOSSES | 3 Months Ended |
Mar. 31, 2020 | |
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: Three Months Ended March 31, 2020 2019 Traditional golf properties (held-for-sale) $ — $ 952 Traditional golf properties (held-for-use) 792 3,136 Total impairment and other losses $ 792 $ 4,088 Held-for-Sale Impairment: For the three months ended March 31, 2019 , the Company recognized impairment losses and recorded accumulated impairment totaling approximately $1.0 million on two 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 investments fall within Level 3 for fair value reporting. Held-for-Use Impairment: For the three months ended March 31, 2020 , the Company recorded impairment charges totaling $0.8 million for one property. For the three months ended March 31, 2019 , the Company recorded impairment charges totaling $3.1 million for one golf property. 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 fall within Level 3 for fair value reporting. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Preferred Dividends in Arrears - No dividends on Drive Shack Inc.’s cumulative preferred stock have been declared during 2020, and as of the date of this Quarterly Report on Form 10-Q, $1.4 million of dividends on Drive Shack Inc.’s cumulative preferred stock were unpaid and in arrears. Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) - On March 27, 2020, Congress enacted the CARES Act to provide certain relief in response to the COVID-19 pandemic. The CARES Act includes numerous tax provisions and other stimulus measures. See Note 14 in Part I, Item 1 “Financial Statements” for additional information. This legislation was enacted during the period covered by this Form 10-Q, but the effective date is subsequent to March 31, 2020. We continue to evaluate applicability and benefits of the provisions and stimulus measures being provided under the CARES Act to determine its impacts to the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying Consolidated Financial Statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under U.S. generally accepted accounting principles, or GAAP, have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2020. Capitalized terms used herein, and not otherwise defined, are defined in the Company’s Consolidated Financial Statements for the year ended December 31, 2019 . |
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 to sell. 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 the 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. |
Leasing Arrangements | 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 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. Operating leases are subsequently amortized into lease cost on a straight-line basis. Depreciation of the finance lease ROU assets is 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. |
Other Investments | Other Investments — The Company owns an approximately 22% economic interest in a limited liability company which owns preferred equity in a commercial real estate project. The Company accounts for this investment as an equity method investment. As of March 31, 2020 , and December 31, 2019 , the carrying value of this investment was $24.4 million and $24.0 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 commercial 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, changes in market rental rates, and 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 fall within Level 3 for fair value reporting. |
Impairment of Long-lived 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 asset is 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. |
Impairment of Long-lived 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 asset is 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("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. The effective date of the standards will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the standard on January 1, 2020. The adoption did not impact 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 for Which Fair Value Is Disclosed Fair Value Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: l Amount and timing of expected future cash flows l Interest rates l 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 | The Company’s dilutive securities are outstanding stock options and RSUs. |
Income Taxes | 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of realized/unrealized loss on investments and other income (loss), net | These items are comprised of the following: Three Months Ended March 31, 2020 2019 Collateral management fee income, net 72 128 Equity in earnings of equity method investments 344 341 Gain (loss) on sale of long-lived assets and intangibles 48 5,029 Other (loss) income (97 ) (10 ) Other income, net $ 367 $ 5,488 |
Schedule of other current assets | The following table summarizes the Company's other current assets: March 31, 2020 December 31, 2019 Managed course receivables $ 3,434 $ 5,426 Prepaid expenses 3,097 3,608 Deposits 962 1,374 Inventory 3,014 2,762 Miscellaneous current assets, net 3,459 4,351 Other current assets $ 13,966 $ 17,521 |
Schedule of other assets | The following table summarizes the Company's other assets: March 31, 2020 December 31, 2019 Prepaid expenses $ 604 $ 317 Deposits 2,455 2,123 Miscellaneous assets, net 2,186 2,283 Other assets $ 5,245 $ 4,723 |
Schedule of other current liabilities | The following table summarizes the Company's other current liabilities: March 31, 2020 December 31, 2019 Operating lease liabilities 17,186 16,922 Accrued rent 2,586 2,769 Dividends payable — 930 Miscellaneous current liabilities 3,595 3,343 Other current liabilities $ 23,367 $ 23,964 |
Schedule of other liabilities | The following table summarized the Company's other liabilities: March 31, 2020 December 31, 2019 Service obligation intangible 1,687 1,776 Miscellaneous liabilities 1,809 1,502 Other liabilities $ 3,496 $ 3,278 |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The following tables disaggregate revenue by category: Entertainment golf venues, public and private golf properties (owned and leased) and managed golf properties. Three Months Ended March 31, 2020 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations $ 3,910 $ 16,023 $ 13,655 $ 15,037 $ 48,625 Sales of food and beverages 6,207 4,285 2,018 — 12,510 Total revenues $ 10,117 $ 20,308 $ 15,673 $ 15,037 $ 61,135 Three Months Ended March 31, 2019 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations $ 681 $ 17,464 $ 15,454 $ 11,107 $ 44,706 Sales of food and beverages 1,040 5,476 2,730 — 9,246 Total revenues $ 1,721 $ 22,940 $ 18,184 $ 11,107 $ 53,952 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Summary financial data on the Company’s segments is given below, together with a reconciliation to the same data for the Company as a whole: Entertainment Golf Traditional Golf Corporate Total Three Months Ended March 31, 2020 Revenues Golf operations $ 3,910 $ 44,715 $ — $ 48,625 Sales of food and beverages 6,207 6,303 — 12,510 Total revenues 10,117 51,018 — 61,135 Operating costs Operating expenses 8,172 46,195 — 54,367 Cost of sales - food and beverages 1,610 2,045 — 3,655 General and administrative expense (A) 3,169 3,093 2,378 8,640 General and administrative expense - acquisition and transaction expenses (B) 34 122 1,022 1,178 Depreciation and amortization 3,020 3,703 71 6,794 Pre-opening costs (C) 552 — — 552 Impairment and other losses — 792 — 792 Total operating costs 16,557 55,950 3,471 75,978 Operating loss (6,440 ) (4,932 ) (3,471 ) (14,843 ) Other income (expenses) Interest and investment income 1 15 114 130 Interest expense (D) (105 ) (2,147 ) (526 ) (2,778 ) Capitalized interest (D) — 9 24 33 Other (loss) income, net — (46 ) 413 367 Total other income (expenses) (104 ) (2,169 ) 25 (2,248 ) Income tax expense — — 271 271 Net (loss) income (6,544 ) (7,101 ) (3,717 ) (17,362 ) Preferred dividends — — (1,395 ) (1,395 ) (Loss) income applicable to common stockholders $ (6,544 ) $ (7,101 ) $ (5,112 ) $ (18,757 ) Entertainment Golf Traditional Golf Corporate (E) Total March 31, 2020 Total assets 164,212 299,573 37,638 501,423 Total liabilities 41,182 349,105 63,225 453,512 Preferred stock — — 61,583 61,583 Equity attributable to common stockholders $ 123,030 $ (49,532 ) $ (87,170 ) $ (13,672 ) Additions to property and equipment (including finance leases) during the three months ended March 31, 2020 $ 4,240 $ 1,894 $ 403 $ 6,537 Summary segment financial data (continued). Entertainment Golf Traditional Golf Corporate Total Three Months Ended March 31, 2019 Revenues Golf operations $ 681 $ 44,025 $ — $ 44,706 Sales of food and beverages 1,040 8,206 — 9,246 Total revenues 1,721 52,231 — 53,952 Operating costs Operating expenses 1,747 45,976 — 47,723 Cost of sales - food and beverages 251 2,447 — 2,698 General and administrative expense (A) 3,379 3,897 3,944 11,220 General and administrative expense - acquisition and transaction expenses (B) 157 153 89 399 Depreciation and amortization 709 4,217 (2 ) 4,924 Pre-opening costs (C) 1,179 — — 1,179 Impairment and other losses — 4,088 — 4,088 Total operating costs 7,422 60,778 4,031 72,231 Operating loss (5,701 ) (8,547 ) (4,031 ) (18,279 ) Other income (expenses) Interest and investment income 132 38 174 344 Interest expense (D) (3 ) (2,190 ) (626 ) (2,819 ) Capitalized interest (D) — 188 478 666 Other (loss) income, net (7 ) 5,030 465 5,488 Total other income (expenses) 122 3,066 491 3,679 Income tax expense — — — — Net loss (5,579 ) (5,481 ) (3,540 ) (14,600 ) Preferred dividends — — (1,395 ) (1,395 ) Loss applicable to common stockholders $ (5,579 ) $ (5,481 ) $ (4,935 ) $ (15,995 ) (A) General and administrative expenses include severance expense in the amount of $0.7 million for the three months ended March 31, 2020 , and $0.4 million for the three months ended March 31, 2019 . (B) Acquisition and transaction expenses include costs related to completed and potential acquisitions and transactions and strategic initiatives which may include advisory, legal, accounting and other professional or consulting fees. (C) 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. (D) Interest expense includes the accretion of membership deposit liabilities in the amount of $1.9 million for the three months ended March 31, 2020 , and $1.9 million for the three months ended March 31, 2019 . Interest expense and capitalized interest are combined in interest expense, net on the Consolidated Statements of Operations. (E) Total assets in the corporate segment include an equity method investment in the amount of $24.4 million as of March 31, 2020 recorded in other investments on the Consolidated Balance Sheets. |
PROPERTY AND EQUIPMENT, NET O_2
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The following table summarizes the Company’s property and equipment: March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 6,770 $ — $ 6,770 $ 6,770 $ — $ 6,770 Buildings and improvements 146,474 (38,359 ) 108,115 147,146 (36,349 ) 110,797 Furniture, fixtures and equipment 53,459 (21,317 ) 32,142 52,327 (19,484 ) 32,843 Finance leases - equipment 34,107 (14,893 ) 19,214 36,166 (16,047 ) 20,119 Construction in progress 17,978 — 17,978 9,112 — 9,112 Total Property and Equipment $ 258,788 $ (74,569 ) $ 184,219 $ 251,521 $ (71,880 ) $ 179,641 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Lease related costs | Lease related costs recognized in the Consolidated Statements of Operations for the three months ended March 31, 2020 are as follows: Three Months Ended March 31, 2020 Finance lease cost Amortization of right-of-use assets $ 1,532 Interest on lease liabilities 341 Total finance lease cost 1,873 Operating lease cost Operating lease cost 9,267 Short-term lease cost 428 Variable lease cost 2,788 Total operating lease cost 12,483 Total lease cost $ 14,356 |
Lease, other information | Other information related to leases included on the Consolidated Balance Sheet as of and for the three months ended March 31, 2020 are as follows: Operating Leases Financing Leases Right-of-use assets 212,246 19,214 Lease liabilities 202,988 18,272 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows 8,303 340 Financing cash flows N/A 1,484 Right-of-use assets obtained in exchange for lease liabilities 2,459 1,028 Weighted average remaining lease term 12.6 years 3.4 years Weighted average discount rate 8.3 % 7.3 % |
Schedule of future minimum lease payments, operating lease | Future minimum lease payments under non-cancellable leases as of March 31, 2020 are as follows: Operating Leases Financing Leases April 1, 2020 - December 31, 2020 24,277 5,508 2021 31,944 6,018 2022 30,673 4,454 2023 30,511 3,434 2024 24,659 1,284 Thereafter 202,618 90 Total minimum lease payments 344,682 20,788 Less: imputed interest 141,694 2,516 Total lease liabilities $ 202,988 $ 18,272 |
Schedule of future minimum lease payments, finance lease | Future minimum lease payments under non-cancellable leases as of March 31, 2020 are as follows: Operating Leases Financing Leases April 1, 2020 - December 31, 2020 24,277 5,508 2021 31,944 6,018 2022 30,673 4,454 2023 30,511 3,434 2024 24,659 1,284 Thereafter 202,618 90 Total minimum lease payments 344,682 20,788 Less: imputed interest 141,694 2,516 Total lease liabilities $ 202,988 $ 18,272 |
INTANGIBLES, NET OF ACCUMULAT_2
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The following table summarizes the Company’s intangible assets: March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade name $ 700 $ (146 ) $ 554 $ 700 $ (140 ) $ 560 Management contracts 31,830 (17,435 ) 14,395 32,331 (17,342 ) 14,989 Internally-developed software 258 (40 ) 218 252 (27 ) 225 Membership base 5,236 (4,675 ) 561 5,236 (4,488 ) 748 Nonamortizable liquor licenses 1,052 — 1,052 1,043 — 1,043 Total Intangibles $ 39,076 $ (22,296 ) $ 16,780 $ 39,562 $ (21,997 ) $ 17,565 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | The following table presents certain information regarding the Company’s debt obligations at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Debt Obligation/Collateral Month Issued Outstanding Carrying Final Stated Maturity Weighted Weighted Average Weighted Average Life (Years) Face Amount of Outstanding Face Amount Carrying Value Credit Facilities and Finance Leases Vineyard II Dec 1993 $ 200 $ 200 Dec 2043 3.09% 3.09 % 23.7 $ 200 $ 200 $ 200 Finance leases (Equipment) Jul 2014 - Mar 2020 18,272 18,272 Apr 2020 - Sep 2025 3.00% to 15.00% 7.33 % 3.4 — 19,079 19,079 18,472 18,472 7.28 % 3.6 200 19,279 19,279 Less current portion of obligations under finance leases 6,004 6,004 6,154 6,154 Credit facilities and obligations under finance leases - noncurrent 12,468 12,468 13,125 13,125 Corporate Junior subordinated notes payable (B) Mar 2006 51,004 51,190 Apr 2035 LIBOR+2.25% 3.99 % 15.1 51,004 51,004 51,192 Total debt obligations $ 69,476 $ 69,662 4.86 % 12.0 $ 51,204 $ 70,283 $ 70,471 (A) Including the effect of deferred financing costs. (B) Interest rate based on 3 month LIBOR plus 2.25% . Collateral for this obligation is the Company's general credit. |
REAL ESTATE SECURITIES (Tables)
REAL ESTATE SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of real estate securities holdings | The following is a summary of the Company’s real estate securities at March 31, 2020 , which are classified as available-for-sale and are, therefore, reported at fair value with changes in fair value recorded in other comprehensive income, except for securities that are other-than-temporarily impaired. March 31, 2020 Amortized Cost Basis Gross Unrealized Weighted Average Asset Type Outstanding Face Amount Before Impairment Other-Than- Temporary Impairment After Impairment Gains Losses Carrying Number of Securities Rating (B) Coupon Yield Life Principal Subordination (D) ABS - Non-Agency RMBS $ 4,000 $ 2,952 $ (1,521 ) $ 1,431 $ 1,672 $ — $ 3,103 1 CCC 1.53 % 30.37 % 3.9 45.6 % Total Securities, Available for Sale (E) $ 4,000 $ 2,952 $ (1,521 ) $ 1,431 $ 1,672 $ — $ 3,103 1 (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 securities and residual interests that is subordinate to the Company’s investments. (E) The total outstanding face amount was $4.0 million for floating rate securities. The collateral securing the ABS - Non-Agency RMBS is located in various geographical regions in the U.S. The Company does not have significant investments in any geographic region. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 : Carrying Value Estimated Fair Value Fair Value Method (A) Assets Real estate securities, available-for-sale $ 3,103 $ 3,103 Pricing models - Level 3 Cash and cash equivalents 16,785 16,785 Restricted cash, current and noncurrent 3,554 3,554 Liabilities Junior subordinated notes payable 51,190 5,459 Pricing models - Level 3 (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 regarding 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 March 31, 2020 : Weighted Average Significant Input Asset Type Amortized Cost Basis Fair Value Discount Prepayment Cumulative Default Rate Loss ABS - Non-Agency RMBS $ 1,431 $ 3,103 10.0 % 8.0 % 2.6 % 70.0 % |
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 during the three months ended March 31, 2020 as follows: ABS - Non-Agency RMBS Balance at December 31, 2019 $ 3,052 Total gains (losses) (A) Included in other comprehensive income (loss) (38 ) Amortization included in interest income 109 Purchases, sales and repayments (A) Proceeds (20 ) Balance at March 31, 2020 $ 3,103 (A) None of the gains (losses) recorded in earnings during the period are 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 three months ended March 31, 2020 . There were no transfers into or out of Level 3 during the three months ended March 31, 2020 . |
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 for Which Fair Value Is Disclosed Fair Value Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: l Amount and timing of expected future cash flows l Interest rates l Market yields and the credit spread of the Company |
EQUITY AND EARNINGS PER SHARE (
EQUITY AND EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding options | The following is a summary of the changes in the Company’s outstanding options for the three months ended March 31, 2020 : Number of Options Weighted Average Strike Price Weighted Average Life Remaining (in years) Balance at December 31, 2019 6,898,346 $ 3.26 Expired (1,117,118 ) 5.44 Forfeited (770,652 ) 4.74 Balance at March 31, 2020 5,010,576 $ 2.55 2.92 Exercisable at March 31, 2020 3,702,422 $ 2.56 2.94 |
Schedule of outstanding options summary | As of March 31, 2020 , the Company’s outstanding options were summarized as follows: Number of Options Held by the former Manager 3,627,245 Issued to the former Manager and subsequently transferred to certain of the Manager’s employees (A) 1,382,998 Issued to the independent directors 333 Issued to Drive Shack employees — Total 5,010,576 Weighted average strike price $ 2.55 (A) The Company and the former Manager agreed that options held by certain employees formerly employed by the Manager would not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options 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 July 2019, a certain employee was terminated by the Company and 921,992 options reverted back to the former Manager. |
Summary of changes in RSUs | The following is a summary of the changes in the Company’s RSUs for the three months ended March 31, 2020 . Number of RSUs Weighted Average Grant Date Fair Value (per unit) Balance at December 31, 2019 520,618 $ 4.66 Released (1,762 ) $ 4.73 Forfeited (67,248 ) $ 4.58 Balance at March 31, 2020 451,608 $ 4.67 |
Schedule of amounts used in computing basic and diluted EPS | The following table shows the Company's basic and diluted earnings per share (“EPS”): Three Months Ended March 31, 2020 2019 Numerator for basic and diluted earnings per share: Loss from continuing operations after preferred dividends and noncontrolling interests $ (18,757 ) $ (15,995 ) Loss Applicable to Common Stockholders $ (18,757 ) $ (15,995 ) Denominator: Denominator for basic earnings per share - weighted average shares 67,069,534 67,027,104 Effect of dilutive securities Options — — RSUs — — Denominator for diluted earnings per share - adjusted weighted average shares 67,069,534 67,027,104 Basic earnings per share: Loss from continuing operations per share of common stock, after preferred dividends and noncontrolling interests $ (0.28 ) $ (0.24 ) Loss Applicable to Common Stock, per share $ (0.28 ) $ (0.24 ) Diluted earnings per share: Loss from continuing operations per share of common stock, after preferred dividends and noncontrolling interests $ (0.28 ) $ (0.24 ) Loss Applicable to Common Stock, per share $ (0.28 ) $ (0.24 ) |
IMPAIRMENT AND OTHER LOSSES (Ta
IMPAIRMENT AND OTHER LOSSES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other than Temporary Impairment Losses, Investments [Abstract] | |
Summary of impairment (reversal) | The following table summarizes the amounts the Company recorded in the Consolidated Statements of Operations: Three Months Ended March 31, 2020 2019 Traditional golf properties (held-for-sale) $ — $ 952 Traditional golf properties (held-for-use) 792 3,136 Total impairment and other losses $ 792 $ 4,088 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 6 Months Ended | |
Dec. 31, 2019property | Mar. 31, 2020stateproperty | |
Entertainment Golf | ||
Segment Reporting Information [Line Items] | ||
Number of properties | 4 | |
Number of states in which properties owned | state | 3 | |
Number of opened venues | 3 | |
Traditional Golf | ||
Segment Reporting Information [Line Items] | ||
Number of states in which properties owned | state | 9 | |
Traditional Golf | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Number of properties | 61 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Ownership in equity investment (as percent) | 22.00% | |
Other investments | $ 24,365 | $ 24,020 |
Membership | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deposit refundable period | 30 years | |
Weighted Average Life (Years) | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Income, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other income, net | ||
Collateral management fee income, net | $ 72 | $ 128 |
Equity in earnings of equity method investments | 344 | 341 |
Gain (loss) on sale of long-lived assets and intangibles | 48 | 5,029 |
Other (loss) income | (97) | (10) |
Other income, net | $ 367 | $ 5,488 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Current Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Managed course receivables | $ 3,434 | $ 5,426 |
Prepaid expenses | 3,097 | 3,608 |
Deposits | 962 | 1,374 |
Inventory | 3,014 | 2,762 |
Miscellaneous current assets, net | 3,459 | 4,351 |
Other current assets | $ 13,966 | $ 17,521 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Prepaid expenses | $ 604 | $ 317 |
Deposits | 2,455 | 2,123 |
Miscellaneous assets, net | 2,186 | 2,283 |
Other assets | $ 5,245 | $ 4,723 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Current Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Operating lease liabilities | $ 17,186 | $ 16,922 |
Accrued rent | 2,586 | 2,769 |
Dividends payable | 0 | 930 |
Miscellaneous current liabilities | 3,595 | 3,343 |
Other current liabilities | $ 23,367 | $ 23,964 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Service obligation intangible | $ 1,687 | $ 1,776 |
Miscellaneous liabilities | 1,809 | 1,502 |
Other liabilities | $ 3,496 | $ 3,278 |
REVENUES (Disaggregation of Rev
REVENUES (Disaggregation of Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 61,135 | $ 53,952 |
Golf operations, ent. golf venues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,910 | 681 |
Golf operations, public golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 16,023 | 17,464 |
Golf operations, private golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 13,655 | 15,454 |
Golf operations, managed golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 15,037 | 11,107 |
Golf operations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 48,625 | 44,706 |
Food and beverage, ent. golf venues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6,207 | 1,040 |
Food and beverage, public golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 4,285 | 5,476 |
Food and beverage, private golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,018 | 2,730 |
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 | 12,510 | 9,246 |
Ent. golf venues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 10,117 | 1,721 |
Public golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 20,308 | 22,940 |
Private golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 15,673 | 18,184 |
Managed golf properties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 15,037 | 11,107 |
Management contract reimbursements | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 13,300 | $ 9,800 |
SEGMENT REPORTING (Narrative) (
SEGMENT REPORTING (Narrative) (Details) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2020statesegmentproperty | Dec. 31, 2019property | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 3 | |
Entertainment Golf | ||
Segment Reporting Information [Line Items] | ||
Number of opened venues | 3 | |
Number of golf properties | 4 | |
Number of states in which properties owned | state | 3 | |
Traditional Golf | ||
Segment Reporting Information [Line Items] | ||
Number of states in which properties owned | state | 9 | |
Traditional Golf | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Number of golf properties | 61 |
SEGMENT REPORTING (Segment Repo
SEGMENT REPORTING (Segment Reporting) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenues | |||
Total revenues | $ 61,135,000 | $ 53,952,000 | |
Operating costs | |||
Operating expenses | 54,367,000 | 47,723,000 | |
Cost of sales - food and beverages | 3,655,000 | 2,698,000 | |
General and administrative expense | 8,640,000 | 11,220,000 | |
General and administrative expense - acquisition and transaction expenses | 1,178,000 | 399,000 | |
Depreciation and amortization | 6,794,000 | 4,924,000 | |
Pre-opening costs | 552,000 | 1,179,000 | |
Impairment and other losses | 792,000 | 4,088,000 | |
Total operating costs | 75,978,000 | 72,231,000 | |
Operating loss | (14,843,000) | (18,279,000) | |
Other income (expenses) | |||
Interest and investment income | 130,000 | 344,000 | |
Interest expense | (2,778,000) | (2,819,000) | |
Capitalized interest | 33,000 | 666,000 | |
Other (loss) income, net | 367,000 | 5,488,000 | |
Total other income (expenses) | (2,248,000) | 3,679,000 | |
Income tax expense | 271,000 | 0 | |
Net Loss | (17,362,000) | (14,600,000) | |
Preferred dividends | (1,395,000) | (1,395,000) | |
Loss Applicable to Common Stockholders | (18,757,000) | (15,995,000) | |
Total assets | 501,423,000 | $ 515,991,000 | |
Total liabilities | 453,512,000 | 450,416,000 | |
Preferred stock | 61,583,000 | 61,583,000 | |
Equity attributable to common stockholders | (13,672,000) | ||
Additions to property and equipment (including finance leases) during the three months ended March 31, 2020 | 6,537,000 | ||
Severance expenses | 700,000 | 400,000 | |
Equity method investment | 24,365,000 | $ 24,020,000 | |
Golf operations | |||
Revenues | |||
Total revenues | 48,625,000 | 44,706,000 | |
Food and beverages | |||
Revenues | |||
Total revenues | 12,510,000 | 9,246,000 | |
Entertainment Golf | |||
Other income (expenses) | |||
Accretion of membership deposit liabilities | 1,900,000 | 1,900,000 | |
Entertainment Golf | Operating Segments | |||
Revenues | |||
Total revenues | 10,117,000 | 1,721,000 | |
Operating costs | |||
Operating expenses | 8,172,000 | 1,747,000 | |
Cost of sales - food and beverages | 1,610,000 | 251,000 | |
General and administrative expense | 3,169,000 | 3,379,000 | |
General and administrative expense - acquisition and transaction expenses | 34,000 | 157,000 | |
Depreciation and amortization | 3,020,000 | 709,000 | |
Pre-opening costs | 552,000 | 1,179,000 | |
Impairment and other losses | 0 | 0 | |
Total operating costs | 16,557,000 | 7,422,000 | |
Operating loss | (6,440,000) | (5,701,000) | |
Other income (expenses) | |||
Interest and investment income | 1,000 | 132,000 | |
Interest expense | (105,000) | (3,000) | |
Capitalized interest | 0 | 0 | |
Other (loss) income, net | 0 | (7,000) | |
Total other income (expenses) | (104,000) | 122,000 | |
Income tax expense | 0 | 0 | |
Net Loss | (6,544,000) | (5,579,000) | |
Preferred dividends | 0 | 0 | |
Loss Applicable to Common Stockholders | (6,544,000) | (5,579,000) | |
Total assets | 164,212,000 | ||
Total liabilities | 41,182,000 | ||
Preferred stock | 0 | ||
Equity attributable to common stockholders | 123,030,000 | ||
Additions to property and equipment (including finance leases) during the three months ended March 31, 2020 | 4,240,000 | ||
Entertainment Golf | Operating Segments | Golf operations | |||
Revenues | |||
Total revenues | 3,910,000 | 681,000 | |
Entertainment Golf | Operating Segments | Food and beverages | |||
Revenues | |||
Total revenues | 6,207,000 | 1,040,000 | |
Traditional Golf | Operating Segments | |||
Revenues | |||
Total revenues | 51,018,000 | 52,231,000 | |
Operating costs | |||
Operating expenses | 46,195,000 | 45,976,000 | |
Cost of sales - food and beverages | 2,045,000 | 2,447,000 | |
General and administrative expense | 3,093,000 | 3,897,000 | |
General and administrative expense - acquisition and transaction expenses | 122,000 | 153,000 | |
Depreciation and amortization | 3,703,000 | 4,217,000 | |
Pre-opening costs | 0 | 0 | |
Impairment and other losses | 792,000 | 4,088,000 | |
Total operating costs | 55,950,000 | 60,778,000 | |
Operating loss | (4,932,000) | (8,547,000) | |
Other income (expenses) | |||
Interest and investment income | 15,000 | 38,000 | |
Interest expense | (2,147,000) | (2,190,000) | |
Capitalized interest | 9,000 | 188,000 | |
Other (loss) income, net | (46,000) | 5,030,000 | |
Total other income (expenses) | (2,169,000) | 3,066,000 | |
Income tax expense | 0 | 0 | |
Net Loss | (7,101,000) | (5,481,000) | |
Preferred dividends | 0 | 0 | |
Loss Applicable to Common Stockholders | (7,101,000) | (5,481,000) | |
Total assets | 299,573,000 | ||
Total liabilities | 349,105,000 | ||
Preferred stock | 0 | ||
Equity attributable to common stockholders | (49,532,000) | ||
Additions to property and equipment (including finance leases) during the three months ended March 31, 2020 | 1,894,000 | ||
Traditional Golf | Operating Segments | Golf operations | |||
Revenues | |||
Total revenues | 44,715,000 | 44,025,000 | |
Traditional Golf | Operating Segments | Food and beverages | |||
Revenues | |||
Total revenues | 6,303,000 | 8,206,000 | |
Corporate | Operating Segments | |||
Revenues | |||
Total revenues | 0 | 0 | |
Operating costs | |||
Operating expenses | 0 | 0 | |
Cost of sales - food and beverages | 0 | 0 | |
General and administrative expense | 2,378,000 | 3,944,000 | |
General and administrative expense - acquisition and transaction expenses | 1,022,000 | 89,000 | |
Depreciation and amortization | 71,000 | (2,000) | |
Pre-opening costs | 0 | 0 | |
Impairment and other losses | 0 | 0 | |
Total operating costs | 3,471,000 | 4,031,000 | |
Operating loss | (3,471,000) | (4,031,000) | |
Other income (expenses) | |||
Interest and investment income | 114,000 | 174,000 | |
Interest expense | (526,000) | (626,000) | |
Capitalized interest | 24,000 | 478,000 | |
Other (loss) income, net | 413,000 | 465,000 | |
Total other income (expenses) | 25,000 | 491,000 | |
Income tax expense | 271,000 | 0 | |
Net Loss | (3,717,000) | (3,540,000) | |
Preferred dividends | (1,395,000) | (1,395,000) | |
Loss Applicable to Common Stockholders | (5,112,000) | (4,935,000) | |
Total assets | 37,638,000 | ||
Total liabilities | 63,225,000 | ||
Preferred stock | 61,583,000 | ||
Equity attributable to common stockholders | (87,170,000) | ||
Additions to property and equipment (including finance leases) during the three months ended March 31, 2020 | 403,000 | ||
Equity method investment | 24,400,000 | ||
Corporate | Operating Segments | Golf operations | |||
Revenues | |||
Total revenues | 0 | 0 | |
Corporate | Operating Segments | Food and beverages | |||
Revenues | |||
Total revenues | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT, NET O_3
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Details) $ in Thousands | Mar. 07, 2018property | Dec. 31, 2018USD ($) | Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($) |
Property, Plant and Equipment [Line Items] | ||||||
Finance Lease, Right-of-Use Asset | $ 19,214 | |||||
Gross Carrying Amount | 258,788 | $ 251,521 | ||||
Accumulated Depreciation | (74,569) | (71,880) | ||||
Net Carrying Value | $ 184,219 | 179,641 | ||||
Number of real estate properties sold | property | 0 | |||||
Proceeds from sale of property and equipment | $ 91 | $ 17,749 | ||||
Golf Properties | Held-for-sale | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of properties held for sale | property | 26 | 1 | ||||
Real estate assets | $ 17,000 | |||||
Real estate assets, other related assets | 200 | |||||
Golf Properties | Disposed of by sale | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Proceeds from sale of property and equipment | $ 2,200 | 17,700 | ||||
Payable to buyer | $ 2,700 | $ 2,100 | ||||
Cash deposit | $ 9,400 | |||||
Golf Properties | Disposed of by sale | Georgia | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of real estate properties sold | property | 2 | |||||
Golf Properties | Disposed of by sale | Georgia and California | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Net Carrying Value | $ 20,300 | |||||
Sale price | 28,700 | |||||
Proceeds from sale | 25,500 | |||||
Transaction costs | 500 | |||||
Proceeds from sale of property and equipment | 18,200 | |||||
Gain (loss) on sale | $ 5,200 | |||||
Land | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross Carrying Amount | 6,770 | 6,770 | ||||
Accumulated Depreciation | 0 | 0 | ||||
Net Carrying Value | 6,770 | 6,770 | ||||
Land | Golf Properties | Held-for-sale | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Real estate assets, property and equipment | 12,600 | |||||
Buildings and improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross Carrying Amount | 146,474 | 147,146 | ||||
Accumulated Depreciation | (38,359) | (36,349) | ||||
Net Carrying Value | 108,115 | 110,797 | ||||
Buildings and improvements | Golf Properties | Held-for-sale | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Real estate assets, property and equipment | 4,000 | |||||
Furniture, fixtures and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross Carrying Amount | 53,459 | 52,327 | ||||
Accumulated Depreciation | (21,317) | (19,484) | ||||
Net Carrying Value | 32,142 | 32,843 | ||||
Furniture, fixtures and equipment | Golf Properties | Held-for-sale | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Real estate assets, property and equipment | 200 | |||||
Finance leases - equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross Carrying Amount | 34,107 | 36,166 | ||||
Accumulated Depreciation | (14,893) | (16,047) | ||||
Finance Lease, Right-of-Use Asset | 19,214 | 20,119 | ||||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross Carrying Amount | 17,978 | 9,112 | ||||
Accumulated Depreciation | 0 | 0 | ||||
Net Carrying Value | $ 17,978 | $ 9,112 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2020renewal_option | |
Lessee, Lease, Description [Line Items] | |
Number of renewal terms | 8 |
Renewal term (in years) | 5 years |
Lower Range | |
Lessee, Lease, Description [Line Items] | |
Operating lease term (in years) | 10 years |
Upper Range | |
Lessee, Lease, Description [Line Items] | |
Operating lease term (in years) | 20 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 |
LEASES (Lease Related Costs) (D
LEASES (Lease Related Costs) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Finance lease cost | |
Amortization of right-of-use assets | $ 1,532 |
Interest on lease liabilities | 341 |
Total finance lease cost | 1,873 |
Operating lease cost | |
Operating lease cost | 9,267 |
Short-term lease cost | 428 |
Variable lease cost | 2,788 |
Total operating lease cost | 12,483 |
Total lease cost | $ 14,356 |
LEASES (Other Information) (Det
LEASES (Other Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 212,246 | $ 215,308 |
Right-of-use assets, financing leases | 19,214 | |
Lease liabilities, operating leases | 202,988 | |
Lease liabilities, financing leases | 18,272 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows, Operating Leases | 8,303 | |
Operating cash flows, Financing Leases | 340 | |
Financing cash flows, Financing Leases | 1,484 | |
Right-of-use assets obtained in exchange for lease liabilities, operating leases | 2,459 | |
Right-of-use assets obtained in exchange for lease liabilities, financing leases | $ 1,028 | |
Weighted average remaining lease term, operating lease | 12 years 7 months | |
Weighted average remaining lease term, financing lease | 3 years 5 months | |
Weighted average discount rate, operating lease | 8.30% | |
Weighted average discount rate, financing lease | 7.30% |
LEASES (Schedule of Lease Matur
LEASES (Schedule of Lease Maturity) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Operating Leases | |
April 1, 2020 - December 31, 2020 | $ 24,277 |
2021 | 31,944 |
2022 | 30,673 |
2023 | 30,511 |
2024 | 24,659 |
Thereafter | 202,618 |
Total minimum lease payments | 344,682 |
Less: imputed interest | 141,694 |
Total lease liabilities | 202,988 |
Financing Leases | |
April 1, 2020 - December 31, 2020 | 5,508 |
2021 | 6,018 |
2022 | 4,454 |
2023 | 3,434 |
2024 | 1,284 |
Thereafter | 90 |
Total minimum lease payments | 20,788 |
Less: imputed interest | 2,516 |
Total lease liabilities | $ 18,272 |
INTANGIBLES, NET OF ACCUMULAT_3
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (22,296) | $ (21,997) |
Total Intangibles, Gross Carrying Amount | 39,076 | 39,562 |
Total Intangibles, Net Carrying Value | 16,780 | 17,565 |
Nonamortizable liquor licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Nonamortizable liquor licenses | 1,052 | 1,043 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 700 | 700 |
Accumulated Amortization | (146) | (140) |
Net Carrying Value | 554 | 560 |
Management contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,830 | 32,331 |
Accumulated Amortization | (17,435) | (17,342) |
Net Carrying Value | 14,395 | 14,989 |
Internally-developed software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 258 | 252 |
Accumulated Amortization | (40) | (27) |
Net Carrying Value | 218 | 225 |
Membership base | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,236 | 5,236 |
Accumulated Amortization | (4,675) | (4,488) |
Net Carrying Value | $ 561 | $ 748 |
DEBT OBLIGATIONS (Details)
DEBT OBLIGATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Less current portion of obligations under finance leases | $ 6,004 | $ 6,154 |
Total debt obligations | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 69,476 | 70,283 |
Carrying Value | $ 69,662 | 70,471 |
Weighted Average Funding Cost | 4.86% | |
Weighted Average Life | 12 years | |
Face Amount of Floating Rate Debt | $ 51,204 | |
Credit Facilities and Finance Leases | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 18,472 | 19,279 |
Carrying Value | $ 18,472 | 19,279 |
Weighted Average Funding Cost | 7.28% | |
Weighted Average Life | 3 years 7 months | |
Face Amount of Floating Rate Debt | $ 200 | |
Vineyard II | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 200 | 200 |
Carrying Value | $ 200 | 200 |
Weighted Average Coupon | 3.09% | |
Weighted Average Funding Cost | 3.09% | |
Weighted Average Life | 23 years 8 months | |
Face Amount of Floating Rate Debt | $ 200 | |
Finance leases (Equipment) | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 18,272 | 19,079 |
Carrying Value | $ 18,272 | 19,079 |
Weighted Average Funding Cost | 7.33% | |
Weighted Average Life | 3 years 5 months | |
Face Amount of Floating Rate Debt | $ 0 | |
Finance leases (Equipment) | Lower Range | ||
Debt Instrument [Line Items] | ||
Weighted Average Coupon | 3.00% | |
Finance leases (Equipment) | Upper Range | ||
Debt Instrument [Line Items] | ||
Weighted Average Coupon | 15.00% | |
Less current portion of obligations under finance leases | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | $ 6,004 | 6,154 |
Less current portion of obligations under finance leases | 6,004 | 6,154 |
Credit facilities and obligations under finance leases - noncurrent | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 12,468 | 13,125 |
Credit facilities and obligations under finance leases - noncurrent | 12,468 | 13,125 |
Junior subordinated notes payable | ||
Debt Instrument [Line Items] | ||
Outstanding Face Amount | 51,004 | 51,004 |
Carrying Value | $ 51,190 | $ 51,192 |
Weighted Average Funding Cost | 3.99% | |
Weighted Average Life | 15 years 1 month | |
Face Amount of Floating Rate Debt | $ 51,004 | |
Junior subordinated notes payable | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Weighted Average Coupon | 2.25% |
REAL ESTATE SECURITIES (Real Es
REAL ESTATE SECURITIES (Real Estate Securities Holdings) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)security | Dec. 31, 2019USD ($) | |
Debt Securities, Available-for-sale [Line Items] | ||
Outstanding Face Amount | $ 4,000 | |
Before Impairment - Amortized Cost Basis | 2,952 | |
Other-Than-Temporary Impairment - Amortized Cost Basis | (1,521) | |
After Impairment - Amortized Cost Basis | 1,431 | |
Gross Unrealized Gains | 1,672 | |
Gross Unrealized Losses | 0 | |
Carrying Value | $ 3,103 | $ 3,052 |
Number of Securities | security | 1 | |
Total outstanding face amount of floating rate securities | $ 4,000 | |
Securities in an unrealized loss position | security | 0 | |
ABS - Non-Agency RMBS | ||
Debt Securities, Available-for-sale [Line Items] | ||
Outstanding Face Amount | $ 4,000 | |
Before Impairment - Amortized Cost Basis | 2,952 | |
Other-Than-Temporary Impairment - Amortized Cost Basis | (1,521) | |
After Impairment - Amortized Cost Basis | 1,431 | |
Gross Unrealized Gains | 1,672 | |
Gross Unrealized Losses | 0 | |
Carrying Value | $ 3,103 | |
Number of Securities | security | 1 | |
Weighted Average Coupon (as percent) | 1.53% | |
Weighted Average Yield (as percent) | 30.37% | |
Weighted Average Life | 3 years 11 months | |
Weighted Average Principal Subordination (as percent) | 45.60% |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Carrying Values and Estimated Fair Value) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 16,785 | $ 28,423 |
Carrying Value | ||
Assets | ||
Real estate securities, available-for-sale | 3,103 | |
Cash and cash equivalents | 16,785 | |
Restricted cash, current and noncurrent | 3,554 | |
Liabilities | ||
Junior subordinated notes payable | 51,190 | |
Estimated Fair Value | ||
Assets | ||
Real estate securities, available-for-sale | 3,103 | |
Cash and cash equivalents | 16,785 | |
Restricted cash, current and noncurrent | 3,554 | |
Liabilities | ||
Junior subordinated notes payable | $ 5,459 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Significant Unobservable Inputs) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Amortized Cost Basis | $ 1,431 |
ABS - Non-Agency RMBS | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Amortized Cost Basis | 1,431 |
Real Estate Securities Available For Sale | ABS - Non-Agency RMBS | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Amortized Cost Basis | 1,431 |
Fair Value | $ 3,103 |
Real Estate Securities Available For Sale | ABS - Non-Agency RMBS | Discount Rate | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Debt securities, significant input (as percent) | 0.100 |
Real Estate Securities Available For Sale | ABS - Non-Agency RMBS | Prepayment Speed (as a percent) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Debt securities, significant input (as percent) | 0.080 |
Real Estate Securities Available For Sale | ABS - Non-Agency RMBS | Cumulative Default Rate | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Debt securities, significant input (as percent) | 0.026 |
Real Estate Securities Available For Sale | ABS - Non-Agency RMBS | Loss Severity (as a percent) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Debt securities, significant input (as percent) | 0.700 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS (Change in Fair Value of Level 3 Investments) (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Purchases, sales and repayments | |
Transfers into Level 3 | $ 0 |
Transfers out of Level 3 | 0 |
Level 3 Market Quotations (Unobservable) | Measured on a Recurring Basis | ABS - Non-Agency RMBS | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2019 | 3,052,000 |
Total gains (losses) | |
Included in other comprehensive income (loss) | (38,000) |
Amortization included in interest income | 109,000 |
Purchases, sales and repayments | |
Proceeds | (20,000) |
Balance at March 31, 2020 | 3,103,000 |
Purchases | 0 |
Sales | $ 0 |
EQUITY AND EARNINGS PER SHARE_2
EQUITY AND EARNINGS PER SHARE (Outstanding Options) (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of Options | |
Balance, beginning balance (in shares) | shares | 6,898,346 |
Expired (in shares) | shares | 1,117,118 |
Forfeited (in shares) | shares | (770,652) |
Balance, ending balance (in shares) | shares | 5,010,576 |
Exercisable (in shares) | shares | 3,702,422 |
Weighted Average Strike Price | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 3.26 |
Expired (in dollars per shares) | $ / shares | 5.44 |
Forfeited (in dollars per shares) | $ / shares | 4.74 |
Outstanding, ending balance (in dollars per share) | $ / shares | 2.55 |
Exercisable (in dollars per share) | $ / shares | $ 2.56 |
Weighted Average Life Remaining (in years) | |
Outstanding | 2 years 11 months 1 day |
Exercisable | 2 years 11 months 7 days |
EQUITY AND EARNINGS PER SHARE_3
EQUITY AND EARNINGS PER SHARE (Outstanding Options Summary) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Stock options outstanding (in shares) | 5,010,576 | |||
Weighted average strike price (in dollars per share) | $ 2.55 | $ 3.26 | ||
Options vest and exercisable prior to option expiration date | 1 year | |||
Number of options reverted (in shares) | 921,992 | |||
Held by the former Manager | ||||
Related Party Transaction [Line Items] | ||||
Stock options outstanding (in shares) | 3,627,245 | |||
Issued to the former Manager and subsequently transferred to certain of the Manager’s employees | ||||
Related Party Transaction [Line Items] | ||||
Stock options outstanding (in shares) | 1,382,998 | |||
Issued to the former Manager and subsequently transferred to certain of the Manager’s employees | April 2018 | ||||
Related Party Transaction [Line Items] | ||||
Stock options outstanding (in shares) | 1,152,495 | |||
Issued to the independent directors | ||||
Related Party Transaction [Line Items] | ||||
Stock options outstanding (in shares) | 333 | |||
Issued to Drive Shack employees | ||||
Related Party Transaction [Line Items] | ||||
Stock options outstanding (in shares) | 0 | |||
Stock options | ||||
Related Party Transaction [Line Items] | ||||
Stock-based compensation expense | $ (0.1) | $ 1.2 | ||
Unrecognized stock-based compensation expense | $ 2 | |||
Unrecognized stock-based compensation expense, period for recognition | 2 years 2 months |
EQUITY AND EARNINGS PER SHARE_4
EQUITY AND EARNINGS PER SHARE (Summary of RSUs) (Details) - RSUs | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 520,618 |
Released (in shares) | shares | (1,762) |
Forfeited (in shares) | shares | (67,248) |
Ending balance (in shares) | shares | 451,608 |
Weighted Average Grant Date Fair Value (per unit) | |
Beginning weighted average grant date fair value (in dollars per share) | $ / shares | $ 4.66 |
Released (in dollars per share) | $ / shares | 4.73 |
Forfeited (in dollars per share) | $ / shares | 4.58 |
Ending weighted average grant date fair value (in dollars per share) | $ / shares | $ 4.67 |
EQUITY AND EARNINGS PER SHARE_5
EQUITY AND EARNINGS PER SHARE (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 31, 2020 | Nov. 11, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Dividends paid | $ 1.4 | ||||
Common stock equivalents | |||||
Class of Stock [Line Items] | |||||
Dilutive common stock equivalents (in shares) | 964,335 | 2,233,692 | |||
Series B Cumulative Redeemable Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividends declared per share of preferred stock (in dollars per share) | $ 0.609375 | ||||
Preferred stock, dividend rate (as percent) | 9.75% | 9.75% | 9.75% | ||
Series C Cumulative Redeemable Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividends declared per share of preferred stock (in dollars per share) | $ 0.503125 | ||||
Preferred stock, dividend rate (as percent) | 8.05% | 8.05% | 8.05% | ||
Series D Cumulative Redeemable Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividends declared per share of preferred stock (in dollars per share) | $ 0.523438 | ||||
Preferred stock, dividend rate (as percent) | 8.375% | 8.375% | 8.375% | ||
Restricted Stock Units (RSUs) | |||||
Class of Stock [Line Items] | |||||
Stock-based compensation expense (amount less than for RSUs) | $ 0.3 | $ 0.1 | |||
Unrecognized stock-based compensation expense | $ 1.3 | ||||
Unrecognized stock-based compensation expense, period for recognition | 1 year 11 months 22 days | ||||
Dilutive common stock equivalents (in shares) | 0 | 0 | |||
Nonemployee | Restricted Stock Units (RSUs) | |||||
Class of Stock [Line Items] | |||||
Vesting period | 1 year | ||||
Shares issued upon vesting | 0 | ||||
Granted (in shares) | 0 | ||||
Employee | Restricted Stock Units (RSUs) | |||||
Class of Stock [Line Items] | |||||
Granted (in shares) | 0 |
EQUITY AND EARNINGS PER SHARE_6
EQUITY AND EARNINGS PER SHARE (Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator for basic and diluted earnings per share: | ||
Loss from continuing operations after preferred dividends and noncontrolling interests | $ (18,757) | $ (15,995) |
Loss Applicable to Common Stockholders | $ (18,757) | $ (15,995) |
Denominator: | ||
Denominator for basic earnings per share - weighted average shares (in shares) | 67,069,534 | 67,027,104 |
Effect of dilutive securities | ||
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 67,069,534 | 67,027,104 |
Basic earnings per share: | ||
Loss Applicable to Common Stock, per share (in dollars per share) | $ (0.28) | $ (0.24) |
Diluted earnings per share: | ||
Loss from continuing operations per share of common stock, after preferred dividends and noncontrolling interests (in dollars per share) | (0.28) | (0.24) |
Loss Applicable to Common Stock, per share (in dollars per share) | $ (0.28) | $ (0.24) |
Options | ||
Effect of dilutive securities | ||
Effect of dilutive securities (in shares) | 0 | 0 |
RSUs | ||
Effect of dilutive securities | ||
Effect of dilutive securities (in shares) | 0 | 0 |
TRANSACTIONS WITH AFFILIATES _2
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Stock options outstanding (in shares) | 5,010,576 | |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Shares held by Fortress and affiliates (in shares) | 9,000,000 | |
Stock options outstanding (in shares) | 3,600,000 | |
Compensation expense | $ 0.1 | $ 0.2 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||
Accounts payable and accrued expenses | $ 31,242 | $ 25,877 |
Operating lease not yet commenced | $ 98,000 | |
Lower Range | ||
Loss Contingencies [Line Items] | ||
Operating leases commence | 12 months | |
Operating lease term | 10 years | |
Upper Range | ||
Loss Contingencies [Line Items] | ||
Operating leases commence | 24 months | |
Operating lease term | 20 years |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision | $ 271,000 | $ 0 | |
Unrecognized tax benefits | $ 1,200,000 | ||
Increase in liability for unrecognized tax benefits | $ 100,000 |
IMPAIRMENT AND OTHER LOSSES (Su
IMPAIRMENT AND OTHER LOSSES (Summary of impairment and other losses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other than Temporary Impairment Losses, Investments [Abstract] | ||
Traditional golf properties (held-for-sale) | $ 0 | $ 952 |
Traditional golf properties (held-for-use) | 792 | 3,136 |
Total impairment and other losses | $ 792 | $ 4,088 |
IMPAIRMENT AND OTHER LOSSES (Na
IMPAIRMENT AND OTHER LOSSES (Narrative) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($)property | |
Other than Temporary Impairment Losses, Investments [Abstract] | ||
Held-for-sale impairment | $ | $ 0 | $ 952 |
Number of impaired properties held-for-sale | property | 2 | |
Held-for-use impairment | $ | $ 792 | $ 3,136 |
Number of impaired properties held-for-use | property | 1 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | 1 Months Ended |
May 08, 2020USD ($) | |
Subsequent event | |
Subsequent Event [Line Items] | |
Cumulative preferred stock unpaid and in arrears | $ 1.4 |
Uncategorized Items - ds-202003
Label | Element | Value |
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 | $ (9,831,000) |