Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-31458 | |
Entity Registrant Name | Drive Shack Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 81-0559116 | |
Entity Address, Street | 10670 N. Central Expressway | |
Entity Address, Suite | Suite 700 | |
Entity Address, City | Dallas | |
Entity Address, State | TX | |
Entity Address, Postal Zip Code | 75231 | |
City Area Code | 646 | |
Local Phone Number | 585-5591 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 92,093,425 | |
Entity Central Index Key | 0001175483 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Common Stock | ||
Document Information | ||
Title of each class | Common Stock, $0.01 par value per share | |
Trading Symbols(s) | DS | |
Name of each exchange on which registered | NYSE | |
Series B Cumulative Redeemable Preferred Stock | ||
Document Information | ||
Title of each class | 9.75% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share | |
Trading Symbols(s) | DS-PB | |
Name of each exchange on which registered | NYSE | |
Series C Cumulative Redeemable Preferred Stock | ||
Document Information | ||
Title of each class | 8.05% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share | |
Trading Symbols(s) | DS-PC | |
Name of each exchange on which registered | NYSE | |
Series D Cumulative Redeemable Preferred Stock | ||
Document Information | ||
Title of each class | 8.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share | |
Trading Symbols(s) | DS-PD | |
Name of each exchange on which registered | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 63,867 | $ 47,786 |
Restricted cash | 3,442 | 2,252 |
Accounts receivable, net | 4,084 | 4,446 |
Real estate securities, available-for-sale | 3,414 | 3,223 |
Other current assets | 28,605 | 14,410 |
Total current assets | 103,412 | 72,117 |
Restricted cash, noncurrent | 709 | 795 |
Property and equipment, net of accumulated depreciation | 174,616 | 169,425 |
Operating lease right-of-use assets | 186,220 | 192,828 |
Intangibles, net of accumulated amortization | 13,767 | 15,124 |
Other assets | 5,752 | 6,765 |
Total assets | 484,476 | 457,054 |
Current liabilities | ||
Obligations under finance leases | 5,638 | 6,470 |
Membership deposit liabilities | 17,978 | 14,692 |
Accounts payable and accrued expenses | 33,812 | 29,596 |
Deferred revenue | 13,086 | 23,010 |
Other current liabilities | 20,744 | 28,217 |
Total current liabilities | 91,258 | 101,985 |
Credit facilities and obligations under finance leases - noncurrent | 9,997 | 12,751 |
Operating lease liabilities - noncurrent | 174,776 | 167,837 |
Junior subordinated notes payable | 51,177 | 51,182 |
Membership deposit liabilities, noncurrent | 102,521 | 99,862 |
Deferred revenue, noncurrent | 10,555 | 9,953 |
Other liabilities | 3,377 | 3,447 |
Total liabilities | 443,661 | 447,017 |
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 September 30, 2021 and December 31, 2020 | 61,583 | 61,583 |
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 92,086,727 and 67,323,592 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 921 | 673 |
Additional paid-in capital | 3,233,866 | 3,178,704 |
Accumulated deficit | (3,257,835) | (3,232,391) |
Accumulated other comprehensive income | 1,254 | 1,468 |
Total equity of the company | 39,789 | 10,037 |
Noncontrolling interest | 1,026 | 0 |
Total equity | 40,815 | 10,037 |
Total liabilities and equity | $ 484,476 | $ 457,054 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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) | 92,086,727 | 67,323,592 |
Common stock, shares outstanding (in shares) | 92,086,727 | 67,323,592 |
Series B Cumulative Redeemable Preferred Stock | ||
Preferred stock, shares issued (in shares) | 1,347,321 | 1,347,321 |
Preferred stock, shares outstanding (in shares) | 1,347,321 | 1,347,321 |
Preferred stock, dividend rate | 9.75% | 9.75% |
Series C Cumulative Redeemable Preferred Stock | ||
Preferred stock, shares issued (in shares) | 496,000 | 496,000 |
Preferred stock, shares outstanding (in shares) | 496,000 | 496,000 |
Preferred stock, dividend rate | 8.05% | 8.05% |
Series D Cumulative Redeemable Preferred Stock | ||
Preferred stock, shares issued (in shares) | 620,000 | 620,000 |
Preferred stock, shares outstanding (in shares) | 620,000 | 620,000 |
Preferred stock, dividend rate | 8.375% | 8.375% |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Total revenues | $ 76,366 | $ 66,465 | $ 211,337 | $ 159,700 |
Operating costs | ||||
Operating expenses | 60,729 | 54,993 | 165,234 | 142,584 |
Cost of sales - food and beverages | 3,696 | 2,170 | 8,951 | 6,654 |
General and administrative expense | 9,685 | 7,916 | 25,697 | 24,102 |
Depreciation and amortization | 5,823 | 6,853 | 17,852 | 20,329 |
Pre-opening costs | 2,030 | 227 | 3,375 | 1,049 |
(Gain) Loss on lease terminations and impairment | 324 | 302 | 2,972 | (2,031) |
Total operating costs | 82,287 | 72,461 | 224,081 | 192,687 |
Operating income (loss) | (5,921) | (5,996) | (12,744) | (32,987) |
Other income (expenses) | ||||
Interest and investment income | 190 | 135 | 502 | 400 |
Interest expense, net | (2,626) | (2,896) | (7,964) | (8,232) |
Other income (loss), net | 107 | (157) | 29 | (24,212) |
Total other income (expenses) | (2,329) | (2,918) | (7,433) | (32,044) |
Loss before income tax | (8,250) | (8,914) | (20,177) | (65,031) |
Income tax expense | 616 | 498 | 1,562 | 1,269 |
Consolidated net loss | (8,866) | (9,412) | (21,739) | (66,300) |
Less: net loss attributable to noncontrolling interest | (15) | 0 | (15) | 0 |
Net loss attributable to the Company | (8,851) | (9,412) | (21,724) | (66,300) |
Preferred dividends | (1,395) | (1,395) | (4,185) | (4,185) |
Loss applicable to common stockholders | $ (10,246) | $ (10,807) | $ (25,909) | $ (70,485) |
Loss applicable to common stock, per share | ||||
Basic (in dollars per share) | $ (0.11) | $ (0.16) | $ (0.29) | $ (1.05) |
Diluted (in dollars per share) | $ (0.11) | $ (0.16) | $ (0.29) | $ (1.05) |
Weighted average number of shares of common stock outstanding | ||||
Basic (in shares) | 92,085,846 | 67,212,532 | 88,938,344 | 67,131,827 |
Diluted (in shares) | 92,085,846 | 67,212,532 | 88,938,344 | 67,131,827 |
Golf operations | ||||
Revenues | ||||
Total revenues | $ 62,257 | $ 58,766 | $ 177,170 | $ 137,066 |
Sales of food and beverages | ||||
Revenues | ||||
Total revenues | $ 14,109 | $ 7,699 | $ 34,167 | $ 22,634 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (8,866) | $ (9,412) | $ (21,739) | $ (66,300) |
Other comprehensive loss: | ||||
Net unrealized gain (loss) on available-for-sale securities | (72) | (67) | (214) | (322) |
Other comprehensive gain (loss) | (72) | (67) | (214) | (322) |
Total comprehensive loss | (8,938) | (9,479) | (21,953) | (66,622) |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (15) | 0 | (15) | 0 |
Comprehensive loss attributable to the Company | $ (8,923) | $ (9,479) | $ (21,938) | $ (66,622) |
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 (loss) | Noncontrolling Interest |
Equity (deficit), beginning at Dec. 31, 2019 | $ 65,575 | $ 61,583 | $ 671 | $ 3,177,183 | $ (3,175,572) | $ 1,710 | $ 0 |
Equity (deficit), beginning (in shares) at Dec. 31, 2019 | 2,463,321 | 67,068,751 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared | (465) | (465) | |||||
Stock-based compensation | 201 | 201 | |||||
Shares issued from options and restricted stock units (in shares) | 1,762 | ||||||
Comprehensive income (loss) | |||||||
Net loss | (17,362) | (17,362) | |||||
Other comprehensive (loss) income | (38) | (38) | |||||
Total comprehensive loss | (17,400) | ||||||
Equity (deficit), ending at Mar. 31, 2020 | 47,911 | $ 61,583 | $ 671 | 3,177,384 | (3,193,399) | 1,672 | 0 |
Equity (deficit), ending (in shares) at Mar. 31, 2020 | 2,463,321 | 67,070,513 | |||||
Equity (deficit), beginning at Dec. 31, 2019 | 65,575 | $ 61,583 | $ 671 | 3,177,183 | (3,175,572) | 1,710 | 0 |
Equity (deficit), beginning (in shares) at Dec. 31, 2019 | 2,463,321 | 67,068,751 | |||||
Comprehensive income (loss) | |||||||
Net loss | (66,300) | ||||||
Other comprehensive (loss) income | (322) | ||||||
Total comprehensive loss | (66,622) | ||||||
Equity (deficit), ending at Sep. 30, 2020 | (375) | $ 61,583 | $ 672 | 3,178,319 | (3,242,337) | 1,388 | 0 |
Equity (deficit), ending (in shares) at Sep. 30, 2020 | 2,463,321 | 67,227,944 | |||||
Equity (deficit), beginning at Mar. 31, 2020 | 47,911 | $ 61,583 | $ 671 | 3,177,384 | (3,193,399) | 1,672 | 0 |
Equity (deficit), beginning (in shares) at Mar. 31, 2020 | 2,463,321 | 67,070,513 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 500 | 500 | |||||
Shares issued from options and restricted stock units | $ 1 | (1) | |||||
Shares issued from options and restricted stock units (in shares) | 141,849 | ||||||
Comprehensive income (loss) | |||||||
Net loss | (39,526) | (39,526) | |||||
Other comprehensive (loss) income | (217) | (217) | |||||
Total comprehensive loss | (39,743) | ||||||
Equity (deficit), ending at Jun. 30, 2020 | 8,668 | $ 61,583 | $ 672 | 3,177,883 | (3,232,925) | 1,455 | 0 |
Equity (deficit), ending (in shares) at Jun. 30, 2020 | 2,463,321 | 67,212,362 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 436 | 436 | |||||
Shares issued from options and restricted stock units (in shares) | 15,582 | ||||||
Comprehensive income (loss) | |||||||
Net loss | (9,412) | (9,412) | |||||
Other comprehensive (loss) income | (67) | (67) | |||||
Total comprehensive loss | (9,479) | ||||||
Equity (deficit), ending at Sep. 30, 2020 | (375) | $ 61,583 | $ 672 | 3,178,319 | (3,242,337) | 1,388 | 0 |
Equity (deficit), ending (in shares) at Sep. 30, 2020 | 2,463,321 | 67,227,944 | |||||
Equity (deficit), beginning at Dec. 31, 2020 | 10,037 | $ 61,583 | $ 673 | 3,178,704 | (3,232,391) | 1,468 | 0 |
Equity (deficit), beginning (in shares) at Dec. 31, 2020 | 2,463,321 | 67,323,592 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared | (930) | (930) | |||||
Stock-based compensation | 350 | 350 | |||||
Shares issued from options and restricted stock units | $ 7 | (7) | |||||
Shares issued from options and restricted stock units (in shares) | 745,881 | ||||||
Shares issued from equity raise | 53,905 | $ 239 | 53,666 | ||||
Shares issued from equity raise (in shares) | 23,958,333 | ||||||
Comprehensive income (loss) | |||||||
Net loss | (10,904) | (10,904) | |||||
Other comprehensive (loss) income | (76) | (76) | |||||
Total comprehensive loss | (10,980) | ||||||
Equity (deficit), ending at Mar. 31, 2021 | 52,382 | $ 61,583 | $ 919 | 3,232,713 | (3,244,225) | 1,392 | 0 |
Equity (deficit), ending (in shares) at Mar. 31, 2021 | 2,463,321 | 92,027,806 | |||||
Equity (deficit), beginning at Dec. 31, 2020 | 10,037 | $ 61,583 | $ 673 | 3,178,704 | (3,232,391) | 1,468 | 0 |
Equity (deficit), beginning (in shares) at Dec. 31, 2020 | 2,463,321 | 67,323,592 | |||||
Comprehensive income (loss) | |||||||
Net loss | (21,739) | ||||||
Other comprehensive (loss) income | (214) | ||||||
Total comprehensive loss | (21,953) | ||||||
Equity (deficit), ending at Sep. 30, 2021 | 40,815 | $ 61,583 | $ 921 | 3,233,866 | (3,257,835) | 1,254 | 1,026 |
Equity (deficit), ending (in shares) at Sep. 30, 2021 | 2,463,321 | 92,085,419 | |||||
Equity (deficit), beginning at Mar. 31, 2021 | 52,382 | $ 61,583 | $ 919 | 3,232,713 | (3,244,225) | 1,392 | 0 |
Equity (deficit), beginning (in shares) at Mar. 31, 2021 | 2,463,321 | 92,027,806 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared | (1,395) | (1,395) | |||||
Stock-based compensation | 558 | $ 2 | 556 | ||||
Shares issued from options and restricted stock units (in shares) | 57,613 | ||||||
Comprehensive income (loss) | |||||||
Net loss | (1,969) | (1,969) | |||||
Other comprehensive (loss) income | (66) | (66) | |||||
Total comprehensive loss | (2,035) | ||||||
Equity (deficit), ending at Jun. 30, 2021 | 49,510 | $ 61,583 | $ 921 | 3,233,269 | (3,247,589) | 1,326 | 0 |
Equity (deficit), ending (in shares) at Jun. 30, 2021 | 2,463,321 | 92,085,419 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared | (1,395) | (1,395) | |||||
Stock-based compensation | 597 | 597 | |||||
Contributed Capital | 1,041 | ||||||
Comprehensive income (loss) | |||||||
Net loss | (8,866) | (15) | |||||
Other comprehensive (loss) income | (72) | (72) | |||||
Total comprehensive loss | (8,938) | ||||||
Equity (deficit), ending at Sep. 30, 2021 | $ 40,815 | $ 61,583 | $ 921 | $ 3,233,866 | $ (3,257,835) | $ 1,254 | $ 1,026 |
Equity (deficit), ending (in shares) at Sep. 30, 2021 | 2,463,321 | 92,085,419 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (21,739) | $ (66,300) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 17,852 | 20,329 |
Amortization of discount and premium | (409) | (304) |
Other amortization | 6,092 | 6,135 |
Amortization of revenue on golf membership deposit liabilities | (1,642) | (1,173) |
Amortization of prepaid golf membership dues | (12,646) | (9,556) |
Non-cash operating lease expense | 3,157 | 7,636 |
Stock-based compensation | 1,504 | 1,137 |
(Gain) Loss on lease terminations and impairment | 2,972 | (2,681) |
Equity in earnings, net of impairment from equity method investments | 0 | 24,020 |
Other losses, net | 119 | 390 |
Change in: | ||
Accounts receivable, net, other current assets and other assets - noncurrent | (8,271) | 3,614 |
Accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent | 5,141 | 14,452 |
Net cash used in operating activities | (7,870) | (2,301) |
Cash Flows From Investing Activities | ||
Proceeds from sale of property and equipment | 0 | (74) |
Acquisition and additions of property and equipment and intangibles | (22,251) | (9,607) |
Net cash used in investing activities | (22,251) | (9,681) |
Cash Flows From Financing Activities | ||
Repayments of debt obligations | (4,620) | (3,849) |
Golf membership deposits received | 1,484 | 2,241 |
Proceeds from issuance of common stock | 53,905 | 0 |
Preferred stock dividends paid | (2,790) | (1,395) |
Other financing activities | (673) | (475) |
Net cash provided by (used in) financing activities | 47,306 | (3,478) |
Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent | 17,185 | (15,460) |
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, Beginning of Period | 50,833 | 31,964 |
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, End of Period | 68,018 | 16,504 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||
Preferred stock dividends declared but not paid | 930 | 0 |
Additions to finance lease assets and liabilities | 1,670 | 4,030 |
Capital contribution | 1,041 | 0 |
(Decreases)/increases in accounts payable and accrued expenses related to the purchase of property and equipment | (620) | 2,555 |
Additions for operating right of use assets and liabilities | 9,862 | 0 |
Cash paid during the period for interest expense | 2,165 | 0 |
Cash paid during the period for income taxes | $ 1,489 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Drive Shack Inc., a Maryland corporation, was formed in 2002, and its common stock is traded on the NYSE under the symbol “DS.” Drive Shack Inc., together with its subsidiaries, is referenced herein as "Drive Shack Inc.", "the Company", "we", or "our". The Company owns and operates golf-related leisure and entertainment venues and courses focused on bringing people together through competitive socializing, by combining sports and entertainment with elevated food and beverage ("F&B") offerings. The Company conducts its business through the following segments: (i) entertainment golf, (ii) traditional golf and (iii) corporate. For a further discussion of the reportable segments, see Note 4. As of September 30, 2021, the Company's entertainment golf segment was comprised of five owned or leased entertainment golf venues across four states with locations in Florida, North Carolina, Texas and Virginia. The Company’s traditional golf segment is one of the largest operators of traditional golf properties in the United States. As of September 30, 2021, the Company owned, leased or managed 56 traditional golf properties across nine states. 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 the rapid spread of COVID-19, authorities around the world implemented numerous measures to contain the virus, such as travel bans and restrictions, quarantines, "stay-at-home" or "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, during March 2020, we temporarily closed all of our entertainment golf venues and substantially all of our traditional golf courses and furloughed a substantial majority of our employees. In response to the uncertainty caused by the pandemic, we took several actions after we suspended operations to preserve our liquidity position and prepare for multiple contingencies. Following the temporary closure of our venues in March 2020 in response to the COVID-19 pandemic, three of our four Drive Shack entertainment golf venues and all of our traditional golf properties were reopened by the end of the second quarter 2020, subject to locally mandated capacity limitations and operational restrictions. Our entertainment golf venue in Orlando, Florida re-opened in December 2020. Restrictions on large group gatherings were in effect in the majority of the jurisdictions in which we operate, which resulted in the postponement or cancellation of events, banquets, and other large group gatherings. By April of this year, the Centers for Disease Control and Prevention lifted restrictions on group events and our business has begun to return to normal. These developments had a material adverse impact on Company revenues, results of operations and cash flows in historical periods, and the Company believes that the risk of further negative effects is not insignificant, as of the date of this Quarterly Report on Form 10-Q, subject to the degree to which the pandemic subsides, intensifies or maintains the current status quo. 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. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated. 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, 2020 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 16, 2021. Use of Estimates – Our estimates are based on information available to management at the time of preparation of the Consolidated Financial Statements, including the result of historical analysis, our understanding and experience of the Company’s operations, our knowledge of the industry and market-participant data available to us. Actual results have historically been in line with management’s estimates and judgments used in applying each of the accounting policies, and management periodically re-evaluates accounting estimates and assumptions. Actual results could differ from these estimates and materially impact our Consolidated Financial Statements. However, the Company does not expect our assessments and assumptions to materially change in the future. Leasing Arrangements — The Company evaluates at lease inception whether an arrangement is or contains a lease by providing the Company with the right to control an asset. Operating leases are accounted for on the balance sheet with the Right of Use (“ROU”) assets and lease liabilities are 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 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. 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. Cash and Cash Equivalents and Restricted Cash — The Company considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits. The Company has not experienced any losses in the accounts and believe that the Company is not exposed to significant credit risk because the accounts are at major financial institutions. Restricted cash is required primarily for construction in progress, letters of credit, and credit card processing. The following table summarizes the Company's Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent: September 30, 2021 December 31, 2020 Cash and cash equivalents $ 63,867 47,786 Restricted cash 3,442 2,252 Restricted cash, noncurrent 709 795 Total Cash and cash equivalents, Restricted cash and Restricted cash, noncurrent $ 68,018 $ 50,833 Accounts Receivable, Net — Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts of $0.9 million as of September 30, 2021 and December 31, 2020. The allowance for doubtful accounts is based upon several factors including the length of time the receivables are past due, historical payment trends, current economic factors, and our expectations of future events that affect collectability. Collateral is generally not required. Other Current Assets — The following table summarizes the Company's other current assets: September 30, 2021 December 31, 2020 Managed property receivables $ 18,739 $ 3,236 Prepaid expenses 2,938 3,158 Deposits 1,502 767 Inventory 2,106 1,950 Construction in progress receivables 2,279 1,839 Miscellaneous current assets, net 1,041 3,460 Other current assets $ 28,605 $ 14,410 Other Assets — The following table summarizes the Company's other assets: September 30, 2021 December 31, 2020 Prepaid expenses $ 1,373 $ 2,154 Deposits 3,442 2,504 Miscellaneous assets, net 937 2,107 Other assets $ 5,752 $ 6,765 Other Current Liabilities — The following table summarizes the Company's other current liabilities: September 30, 2021 December 31, 2020 Operating lease liabilities $ 16,294 $ 19,894 Accrued rent — 4,318 Dividends payable 930 — Miscellaneous current liabilities 3,520 4,005 Other current liabilities $ 20,744 $ 28,217 Membership Deposit Liabilities - Private country club members in our traditional golf business generally pay an advance initiation fee deposit upon their acceptance as members to their respective country clubs. 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. See Note 2. Revenues. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30-year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations. Other Income (Loss), Net — These items are comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Collateral management fee income, net $ 46 $ 62 $ 148 $ 199 Equity in earnings, net of impairment from equity method investments — — — (24,020) Gain (loss) on sale of long-lived assets and intangibles — — (64) — Gain (loss) on sale of traditional golf properties — (9) — (63) Other (loss) income 61 (210) (55) (328) Other income (loss), net $ 107 $ (157) $ 29 $ (24,212) Noncontrolling Interest - On July 12, 2021, the Company entered into an investment agreement among the Company and Symphony Ventures , which we refer to as Symphony , a company organized under the laws of Ireland, in which the Company agreed to sell to Symphony 10% of the partnership interests in each of the wholly owned subsidiary limited partnerships, which we refer to as “SLPs”, formed by the Company to hold each of the Company’s Puttery venues, in exchange for an amount in cash equal to 10% of the total cost to build the Puttery venue owned by such SLP. Symphony’s purchase price in each such SLP will be fully committed on the date the certificate of occupancy for the Puttery venue is received, up to a total commitment of $10 million. Currently the Company and Symphony are party to one SLP, for the Puttery location in Dallas, Texas. We control through a wholly owned subsidiary all general partnership interests and 90% of the limited partnership interests in the SLP, thus retaining all rights, powers and authority that govern the partnership and, as a result, we consolidate the financial results of this SLP, and report the noncontrolling interest representing the economic interest in the SLP held by Symphony. In exchange for its purchase of limited partnership interests in the SLP, Symphony agreed to pay cash consideration of $1,041,000 on or after November 11, 2021. No fees or other discounts or commissions are payable to underwriters or other entities in connection with the foregoing. Recent Accounting Pronouncements 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 is 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 adopted ASU 2019-12 as of the fiscal year beginning January 1, 2021. The adoption of ASU 2019-12 had no material impact on the Company's financial statements. |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES The majority of the Company’s revenue is recognized 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. Private country club members in our traditional golf business generally pay an advance initiation fee deposit upon their acceptance as members to their respective country clubs. 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. See Note 1. Summary of Significant Accounting Policies - Membership Deposit Liabilities. Virtually all of the Company’s revenues are generated within the entertainment golf 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 September 30, 2021 Nine Months Ended September 30, 2021 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations $ 5,239 $ 30,065 $ 10,715 $ 16,238 $ 62,257 $ 13,976 $ 77,932 $ 37,756 $ 47,506 $ 177,170 Sales of food and beverages 6,070 6,334 1,705 — 14,109 17,145 12,182 4,840 — 34,167 Total revenues $ 11,309 $ 36,399 $ 12,420 $ 16,238 $ 76,366 $ 31,121 $ 90,114 $ 42,596 $ 47,506 $ 211,337 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations $ 2,736 $ 27,361 $ 11,833 $ 16,836 $ 58,766 $ 7,408 $ 56,419 $ 31,994 $ 41,245 $ 137,066 Sales of food and beverages 3,440 2,719 1,540 — 7,699 10,675 7,914 4,045 — 22,634 Total revenues $ 6,176 $ 30,080 $ 13,373 $ 16,836 $ 66,465 $ 18,083 $ 64,333 $ 36,039 $ 41,245 $ 159,700 (A) Includes $14.7 million and $41.3 million for the three and nine months ended September 30, 2021, as well as $15.2 million and $37.1 million for the three and nine months ended September 30, 2020, respectively, related to management contract reimbursements reported under ASC 606 - Revenue Recognition. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Company currently has three reportable segments: (i) entertainment golf, (ii) traditional golf and (iii) corporate. The Company has determined that its chief operating decision maker (“CODM”) is the chief executive officer and president, who reviews discrete financial information, including resource allocation and performance assessment, for each reportable segment to manage the Company. The Company's entertainment golf segment, launched in 2018, is comprised of Drive Shack venues that feature tech-enabled hitting bays with in-bay dining, full-service restaurants, bars, and event spaces. It is also comprised of Puttery, the Company’s newest competitive socializing and entertainment platform. The Company's traditional golf segment is one of the largest operators of golf courses and country clubs in the United States. As of September 30, 2021, the Company owned, leased or managed 56 traditional golf properties across nine states. Following the close of business on March 31, 2021, management agreements expired for the Lomas Santa Fe Country Club, Tustin Ranch Golf Club, and Yorba Linda Country Club, reducing the total number of courses managed in our traditional golf business to 22. On May 5, 2021, the SeaCliff Country Club ("SeaCliff") lease expired, reducing the total number of leased or owned courses to 34. The total annual revenue generated by the four properties during the fiscal year ended December 31, 2020 and the quarter ended March 31, 2021 was $22.4 million and $6.6 million, respectively. The total revenue generated by SeaCliff for the quarter ended June 30, 2021 was not material. On September 1, 2021, the Company was notified the lease for the Tilden Golf Course will not be renewed as of December 31, 2021. The total revenue generated for the fiscal year ended December 31, 2020 and year-to-date as of September 30, 2021, was $3.4 million and $3.5 million, respectively. 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 7) and income tax expense (Note 13). 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: Nine Months Ended September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 13,976 $ 163,194 $ — $ 177,170 Sales of food and beverages 17,145 17,022 — 34,167 Total revenues 31,121 180,216 — 211,337 Operating costs Operating expenses 17,397 147,822 15 165,234 Cost of sales - food and beverages 3,982 4,974 (5) 8,951 General and administrative expense (A) 8,171 7,700 8,993 24,864 General and administrative expense - acquisition and transaction expenses (B) 824 — 9 833 Depreciation and amortization 8,942 8,854 56 17,852 Pre-opening costs (C) 3,374 — 1 3,375 (Gain) Loss on lease terminations and impairment 22 (237) 3,187 2,972 Total operating costs 42,712 169,113 12,256 224,081 Operating income (loss) (11,591) 11,103 (12,256) (12,744) Other income (expenses) Interest and investment income — 55 447 502 Interest expense (D) (230) (6,848) (964) (8,042) Capitalized interest (D) (24) 37 65 78 Other income (loss), net 3 (115) 141 29 Total other income (expenses) (251) (6,871) (311) (7,433) Income tax expense — — 1,562 1,562 Net income (loss) (11,842) 4,232 (14,129) (21,739) Less: net loss attributable to NCI (15) — — (15) Net loss attributable to the company (11,827) 4,232 (14,129) (21,724) Preferred dividends — — (4,185) (4,185) Net income (loss) applicable to common stockholders $ (11,827) $ 4,232 $ (18,314) $ (25,909) September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Total assets $ 168,463 $ 254,878 $ 61,135 $ 484,476 Total liabilities 51,128 329,173 63,360 443,661 Preferred stock — — 61,583 61,583 Noncontrolling interest 1,026 — — 1,026 Equity $ 116,309 $ (74,295) $ (63,808) $ (21,794) Additions to property and equipment (including finance leases) during the nine months ended September 30, 2021 $ 17,810 $ 5,477 $ 375 $ 23,662 Three Months Ended September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 5,239 $ 57,018 $ — $ 62,257 Sales of food and beverages 6,070 8,039 — 14,109 Total revenues 11,309 65,057 — 76,366 Operating costs Operating expenses 6,718 53,998 13 60,729 Cost of sales - food and beverages 1,453 2,248 (5) 3,696 General and administrative expense (A) 3,697 2,628 2,900 9,225 General and administrative expense - acquisition and transaction expenses (B) 456 — 4 460 Depreciation and amortization 3,038 2,851 (66) 5,823 Pre-opening costs (C) 2,030 — — 2,030 (Gain) Loss on lease terminations and impairment — 324 — 324 Total operating costs 17,392 62,049 2,846 82,287 Operating income (loss) (6,083) 3,008 (2,846) (5,921) Other income (expenses) Interest and investment income — 19 171 190 Interest expense (D) (71) (2,229) (323) (2,623) Capitalized interest (D) (24) 9 12 (3) Other income (loss), net 3 60 44 107 Total other income (expenses) (92) (2,141) (96) (2,329) Income tax expense — — 616 616 Net income (loss) (6,175) 867 (3,558) (8,866) Less: net loss attributable to NCI (15) — — (15) Net loss attributable to the company (6,160) 867 (3,558) (8,851) Preferred dividends — — (1,395) (1,395) Net income (loss) applicable to common stockholders $ (6,160) $ 867 $ (4,953) $ (10,246) Nine Months Ended September 30, 2020 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 7,408 $ 129,658 $ — $ 137,066 Sales of food and beverages 10,675 11,959 — 22,634 Total revenues 18,083 141,617 — 159,700 Operating costs Operating expenses 15,041 127,543 — 142,584 Cost of sales - food and beverages 2,747 3,907 — 6,654 General and administrative expense (A) 6,278 8,092 6,617 20,987 General and administrative expense - acquisition and transaction expenses (B) 1,861 196 1,058 3,115 Depreciation and amortization 9,012 11,100 217 20,329 Pre-opening costs (C) 1,049 — — 1,049 (Gain) Loss on lease terminations and impairment 16 (2,047) — (2,031) Total operating costs 36,004 148,791 7,892 192,687 Operating loss (17,921) (7,174) (7,892) (32,987) Other income (expenses) Interest and investment income 1 56 343 400 Interest expense (D) (301) (6,691) (1,319) (8,311) Capitalized interest (D) — 23 56 79 Other income (loss), net — (381) (23,831) (24,212) Total other income (expenses) (300) (6,993) (24,751) (32,044) Income tax expense 1 — 1,268 1,269 Net loss (18,222) (14,167) (33,911) (66,300) Preferred dividends — — (4,185) (4,185) Loss applicable to common stockholders $ (18,222) $ (14,167) $ (38,096) $ (70,485) September 30, 2020 Entertainment Golf Traditional Golf Corporate Total Total assets $ 152,062 $ 285,262 $ 12,165 $ 449,489 Total liabilities 40,340 345,851 63,673 449,864 Preferred stock — — 61,583 61,583 Equity $ 111,722 $ (60,589) $ (113,091) $ (61,958) Additions to property and equipment (including finance leases) during the nine months ended September 30, 2020 $ 5,506 $ 3,596 $ 403 $ 9,505 Three Months Ended September 30, 2020 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 2,736 $ 56,030 $ — $ 58,766 Sales of food and beverages 3,440 4,259 — 7,699 Total revenues 6,176 60,289 — 66,465 Operating costs Operating expenses 4,240 50,753 — 54,993 Cost of sales - food and beverages 843 1,327 — 2,170 General and administrative expense (A) 1,749 2,810 2,256 6,815 General and administrative expense - acquisition and transaction expenses (B) 996 41 64 1,101 Depreciation and amortization 2,991 3,789 73 6,853 Pre-opening costs (C) 227 — — 227 Total operating costs 11,062 59,006 2,393 72,461 Operating loss (4,886) 1,283 (2,393) (5,996) Other income (expenses) Interest and investment income — 18 117 135 Interest expense (D) (94) (2,446) (357) (2,897) Capitalized interest (D) — 1 — 1 Other income (loss), net — (215) 58 (157) Total other income (expenses) (94) (2,642) (182) (2,918) Income tax expense 1 — 497 498 Net loss (4,981) (1,359) (3,072) (9,412) Preferred dividends — — (1,395) (1,395) Loss applicable to common stockholders $ (4,981) $ (1,359) $ (4,467) $ (10,807) (A) General and administrative expenses included severance expenses of $0.1 million and $0.2 million for the three and nine months ended September 30, 2021, respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2020, respectively. (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 venue-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. |
PROPERTY AND EQUIPMENT, NET OF
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION | 9 Months Ended |
Sep. 30, 2021 | |
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: September 30, 2021 December 31, 2020 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 142,073 (44,156) 97,917 142,635 (40,198) 102,437 Furniture, fixtures and equipment 51,479 (28,802) 22,677 51,622 (24,422) 27,200 Finance leases - equipment 30,504 (14,997) 15,507 34,339 (15,296) 19,043 Construction in progress 31,745 — 31,745 13,975 — 13,975 Total Property and Equipment $ 262,571 $ (87,955) $ 174,616 $ 249,341 $ (79,916) $ 169,425 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | Note 5. LEASES The Company's commitments under lease arrangements are primarily ground leases, in the case of our Drive Shack brand, and commercial leases, in the case of our Puttery brand, 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. 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. The company has elected to combine lease and non-lease components for all lease contracts. Lease related costs recognized in the Consolidated Statements of Operations for the three and nine months ended September 30, 2021, and September 30, 2020, are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Finance lease cost Amortization of right-of-use assets $ 1,412 $ 1,480 $ 4,159 $ 4,496 Interest on lease liabilities 279 217 901 803 Total finance lease cost 1,691 1,697 5,060 5,299 Operating lease cost Operating lease cost 6,144 8,881 22,714 27,146 Short-term lease cost 109 432 619 1,282 Variable lease cost 7,005 5,044 16,635 9,375 Total operating lease cost 13,258 14,357 39,968 37,803 Total lease cost $ 14,949 $ 16,054 $ 45,028 $ 43,102 Other information related to leases included on the Consolidated Balance Sheet as of and for the nine months ended September 30, 2021 are as follows: Operating Leases Financing Leases Right-of-use assets $ 186,220 $ 15,507 Lease liabilities $ 191,070 $ 15,436 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows $ 22,375 $ 279 Financing cash flows $ — $ 4,620 Right-of-use assets obtained in exchange for lease liabilities $ 9,862 $ 1,670 Weighted average remaining lease term 14.4 years 1.5 years Weighted average discount rate 8.2 % 6.2 % Future minimum lease payments under non-cancellable leases as of September 30, 2021 are as follows: Operating Leases Financing Leases October 1, 2021 - December 31, 2021 $ 18,733 $ 1,732 2022 31,078 5,871 2023 31,019 4,877 2024 23,945 2,713 2025 21,578 1,510 Thereafter 182,248 572 Total minimum lease payments 308,601 17,275 Less: imputed interest 117,531 1,839 Total lease liabilities $ 191,070 $ 15,436 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (Gain) Loss on lease terminations $ 3 $ 201 $ (652) $ (2,924) Impairment on corporate office assets (held-for-use) — — 3,303 — Impairment on traditional golf properties (held-for-use) — — — 792 Other losses 321 101 321 101 Total (Gain) Loss on lease terminations and impairment $ 324 $ 302 $ 2,972 $ (2,031) (Gain) Loss on lease terminations - During the nine months ended September 30, 2021, the Company recorded a gain of $0.7 million on the termination of one traditional golf course lease. The gain related to the derecognition of long-lived, intangible, and ROU assets and membership deposit liability balances. During nine months ended September 30, 2020, the Company recorded a gain of $2.9 million on the termination of two traditional golf course leases. The gains related to the derecognition of long-lived, intangible, and ROU assets and membership deposit liability balances. Held-for-use impairment - During the nine months ended September 30, 2021, the Company recorded impairment charges of $3.3 million related to right-of-use and other lease related assets of our former headquarters office in New York given the relocation of the Company’s headquarters to Dallas, TX. This includes impairment of leasehold improvements of $0.1 million, furniture fixtures, and equipment of $0.3 million, and ROU assets of $2.7 million. The Company evaluated the recoverability of the carrying value of these assets using the income approach based on future assumptions of cash flows. The development of discounted cash flow models used to estimate the fair value of the asset groups required the application of significant judgement in determining market participant assumptions, including the projected sublease income over the remaining lease terms, expected downtime prior to the commencement of future subleases, expected lease incentives offered to future tenants, and discount rates that reflected the level of risk associated with these future 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. |
LEASES | Note 5. LEASES The Company's commitments under lease arrangements are primarily ground leases, in the case of our Drive Shack brand, and commercial leases, in the case of our Puttery brand, 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. 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. The company has elected to combine lease and non-lease components for all lease contracts. Lease related costs recognized in the Consolidated Statements of Operations for the three and nine months ended September 30, 2021, and September 30, 2020, are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Finance lease cost Amortization of right-of-use assets $ 1,412 $ 1,480 $ 4,159 $ 4,496 Interest on lease liabilities 279 217 901 803 Total finance lease cost 1,691 1,697 5,060 5,299 Operating lease cost Operating lease cost 6,144 8,881 22,714 27,146 Short-term lease cost 109 432 619 1,282 Variable lease cost 7,005 5,044 16,635 9,375 Total operating lease cost 13,258 14,357 39,968 37,803 Total lease cost $ 14,949 $ 16,054 $ 45,028 $ 43,102 Other information related to leases included on the Consolidated Balance Sheet as of and for the nine months ended September 30, 2021 are as follows: Operating Leases Financing Leases Right-of-use assets $ 186,220 $ 15,507 Lease liabilities $ 191,070 $ 15,436 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows $ 22,375 $ 279 Financing cash flows $ — $ 4,620 Right-of-use assets obtained in exchange for lease liabilities $ 9,862 $ 1,670 Weighted average remaining lease term 14.4 years 1.5 years Weighted average discount rate 8.2 % 6.2 % Future minimum lease payments under non-cancellable leases as of September 30, 2021 are as follows: Operating Leases Financing Leases October 1, 2021 - December 31, 2021 $ 18,733 $ 1,732 2022 31,078 5,871 2023 31,019 4,877 2024 23,945 2,713 2025 21,578 1,510 Thereafter 182,248 572 Total minimum lease payments 308,601 17,275 Less: imputed interest 117,531 1,839 Total lease liabilities $ 191,070 $ 15,436 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (Gain) Loss on lease terminations $ 3 $ 201 $ (652) $ (2,924) Impairment on corporate office assets (held-for-use) — — 3,303 — Impairment on traditional golf properties (held-for-use) — — — 792 Other losses 321 101 321 101 Total (Gain) Loss on lease terminations and impairment $ 324 $ 302 $ 2,972 $ (2,031) (Gain) Loss on lease terminations - During the nine months ended September 30, 2021, the Company recorded a gain of $0.7 million on the termination of one traditional golf course lease. The gain related to the derecognition of long-lived, intangible, and ROU assets and membership deposit liability balances. During nine months ended September 30, 2020, the Company recorded a gain of $2.9 million on the termination of two traditional golf course leases. The gains related to the derecognition of long-lived, intangible, and ROU assets and membership deposit liability balances. Held-for-use impairment - During the nine months ended September 30, 2021, the Company recorded impairment charges of $3.3 million related to right-of-use and other lease related assets of our former headquarters office in New York given the relocation of the Company’s headquarters to Dallas, TX. This includes impairment of leasehold improvements of $0.1 million, furniture fixtures, and equipment of $0.3 million, and ROU assets of $2.7 million. The Company evaluated the recoverability of the carrying value of these assets using the income approach based on future assumptions of cash flows. The development of discounted cash flow models used to estimate the fair value of the asset groups required the application of significant judgement in determining market participant assumptions, including the projected sublease income over the remaining lease terms, expected downtime prior to the commencement of future subleases, expected lease incentives offered to future tenants, and discount rates that reflected the level of risk associated with these future 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. |
INTANGIBLES, NET OF ACCUMULATED
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION | 9 Months Ended |
Sep. 30, 2021 | |
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: September 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade name $ 721 $ (181) $ 540 $ 700 $ (163) $ 537 Management contracts 28,913 (17,583) 11,330 31,043 (18,427) 12,616 Internally-developed software 341 (127) 214 314 (79) 235 Membership base 4,012 (3,290) 722 5,944 (5,236) 708 Non-amortizable liquor licenses 961 — 961 1,028 — 1,028 Total Intangibles $ 34,948 $ (21,181) $ 13,767 $ 39,029 $ (23,905) $ 15,124 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table presents certain information regarding the Company’s debt obligations at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 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 2.43% 2.38 % 22.2 $ — $ 200 $ 200 Finance leases (Equipment) Jul 2014 - Jun 2021 15,436 15,436 Sep 2021 - Jan 2027 3.00% to 15.00% 6.11 % 3.4 — 19,021 19,021 15,636 15,636 6.05 % 3.7 — 19,221 19,221 Less current portion of obligations under finance leases 5,638 5,638 6,470 6,470 Credit facilities and obligations under finance leases - noncurrent 9,997 9,997 12,751 12,751 Corporate Junior subordinated notes payable (B) Mar 2006 51,004 51,177 Apr 2035 LIBOR+2.25% 2.38 % 13.59 51,004 51,004 51,182 Total debt obligations $ 66,640 $ 66,813 3.24 % 11.3 $ 51,004 $ 70,225 $ 70,403 (B) Collateral for this obligation is the Company's general credit. |
REAL ESTATE SECURITIES
REAL ESTATE SECURITIES | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, 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. 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) September 30, 2021 ABS - Non-Agency RMBS (E) $ 4,000 $ 3,680 $ (1,521) $ 2,159 $ 1,255 $ — $ 3,414 1 CCC 0.72 % 29.16 % 1.9 63.5 % December 31, 2020 ABS - Non-Agency RMBS (E) $ 4,000 $ 3,276 $ (1,521) $ 1,755 $ 1,468 $ — $ 3,223 1 CCC 0.73 % 29.14 % 2.6 52.2 % (A) See Note 9 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 investment. (E) The ABS - Non-Agency RMBS is a floating rate security and the collateral securing it is located in various geographic regions in the United States. The Company does not have significant investments in any one geographic region. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021: September 30, 2021 December 31, 2020 Carrying Value Estimated Fair Value Fair Value Method (A) Carrying Value Estimated Fair Value Assets Real estate securities, available-for-sale $ 3,414 $ 3,414 Pricing models - Level 3 $ 3,223 $ 3,223 Cash and cash equivalents 63,867 63,867 47,786 47,786 Restricted cash, current and noncurrent 4,151 4,151 3,047 3,047 Liabilities Junior subordinated notes payable $ 51,177 $ 27,445 Pricing models - Level 3 $ 51,182 $ 18,591 Fair Value Measurements The fair value of financial instruments is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. In determining fair value, the accounting standards establish a three-level hierarchy for inputs used in measuring fair value as follows: Level One inputs are quoted prices available for identical assets or liabilities in active markets; Level Two inputs are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; and Level Three inputs are unobservable and reflect management's own assumptions. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximate fair value because of their short-term nature. 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 September 30, 2021: Weighted Average Significant Input Asset Type Amortized Cost Basis Fair Value Discount Prepayment Cumulative Default Rate Loss ABS - Non-Agency RMBS $ 2,159 $ 3,414 11.0 % 7.5 % 2.8 % 65.0 % 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 nine months ended September 30, 2021 as follows: ABS - Non-Agency RMBS Balance at December 31, 2020 $ 3,223 Total gains (losses) (A) Included in other comprehensive income (loss) (214) Amortization included in interest income 425 Purchases, sales and repayments (A) Proceeds (20) Balance at September 30, 2021 $ 3,414 (A) There were no purchases, sales or transfers into or out of Level 3 during the nine months ended September 30, 2021. 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 | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021: Number of Options Weighted Average Strike Price Weighted Average Life Remaining (in years) Balance at December 31, 2020 4,935,732 $ 2.57 Exercised (1,353,184) 1.00 Balance at September 30, 2021 3,582,548 $ 3.17 1.88 Exercisable at September 30, 2021 2,578,926 $ 3.24 1.94 As of September 30, 2021, the Company’s outstanding options were summarized as follows: Number of Options Held by a former Manager 2,578,593 Issued to a former Manager and subsequently transferred to certain of that Manager’s employees (A) 1,003,622 Issued to the independent directors 333 Total 3,582,548 Weighted average strike price $ 3.17 (A) The Company and a former manager (the "Manager") agreed that options held by certain employees formerly employed by that Manager will not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options will relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the Manager as part of their compensation. The options fully vest and are exercisable one year prior to the option expiration date, beginning March 2020 through January 2024. For the nine months ended September 30, 2021, the former Manager exercised 1,353,184 options at a weighted average strike price of $1.00 resulting in common shares issued of 916,783. 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 $0.2 million and $0.6 million during the three and nine months ended September 30, 2021, and $0.3 million and $0.2 million during the three and nine months ended September 30, 2020, respectively, and was recorded in general and administrative expense on the Consolidated Statements of Operations. The unrecognized stock-based compensation expense related to the unvested options was $0.5 million as of September 30, 2021 and will be expensed over a weighted average of 1.3 years. B. Restricted Stock Units ("RSUs") The following is a summary of the changes in the Company’s RSUs for the nine months ended September 30, 2021. Number of RSUs Weighted Average Grant Date Fair Value (per unit) Balance at December 31, 2020 259,238 $ 3.72 Vested / Released (68,251) $ 4.60 Forfeited (53,002) $ 3.74 Balance at September 30, 2021 137,985 $ 3.27 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 nine months ended September 30, 2021, the Company granted no RSUs to non-employee directors and 5,423 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 nine months ended September 30, 2021, the Company granted no RSUs to employees and 62,828 RSUs granted to employees vested. 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 $0.1 million and $0.3 million during the three and nine months ended September 30, 2021, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2020, respectively. 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 $0.2 million as of September 30, 2021 and will be expensed over a weighted average period of 0.48 years. C. Dividends No dividends were declared on the 9.750% Series B, 8.050% Series C or 8.375% Series D preferred stock, for the twelve-month period beginning February 1, 2020 and ending January 31, 2021. As of September 30, 2021, $5.6 million of dividends on the Company's cumulative preferred stock were unpaid and in arrears. On March 12, 2021 the board of directors declared dividends on the Company’s preferred stock for the period beginning February 1, 2021 and ending April 30, 2021, payable on April 30, 2021 to holders of record of preferred stock on April 1, 2021, in an amount equal to $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. Dividends totaling $1.4 million were paid on April 29, 2021. On May 7, 2021 the board of directors declared dividends on the Company’s preferred stock for the period beginning May 1, 2021 and ending July 31, 2021, payable on July 30, 2021 to holders of record of preferred stock on July 1, 2021, in an amount equal to $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. Dividends totaling $1.4 million were paid on July 30, 2021. On August 9, 2021 the board of directors declared dividends on the Company’s preferred stock for the period beginning August 1, 2021 and ending October 31, 2021, payable on November 1, 2021 to holders of record of preferred stock on October 1, 2021, in an amount equal to $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. Dividends totaling $1.4 million were paid on October 29, 2021. D. Earnings Per Share The following table shows the Company's basic and diluted earnings per share (“EPS”): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator for basic and diluted earnings per share: Loss Applicable to Common Stockholders $ (10,246) $ (10,807) $ (25,909) $ (70,485) Denominator: Denominator for basic earnings per share - weighted average shares 92,085,846 67,212,532 88,938,344 67,131,827 Effect of dilutive securities Options — — — — RSUs — — — — Denominator for diluted earnings per share - adjusted weighted average shares 92,085,846 67,212,532 88,938,344 67,131,827 Basic earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.11) $ (0.16) $ (0.29) $ (1.05) Loss Applicable to Common Stock, per share $ (0.11) $ (0.16) $ (0.29) $ (1.05) Diluted earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.11) $ (0.16) $ (0.29) $ (1.05) Loss Applicable to Common Stock, per share $ (0.11) $ (0.16) $ (0.29) $ (1.05) The Company’s dilutive securities are outstanding stock options and RSUs. During the three and nine months ended September 30, 2021, based on the treasury stock method, the Company had 329,724 and 584,360 outstanding stock options and RSUs, respectively, which were excluded due to the Company's loss position. During the three and nine months ended September 30, 2020, based on the treasury stock method, the Company had 450,498 and 632,722 potentially dilutive securities, respectively. On February 2, 2021, the Company completed the public offering of 23,285,553 shares of common stock and the sale of 672,780 shares of common stock to the Chairman of our board of directors resulting in net proceeds to the Company of $54.6 million, after deducting the underwriters discount of $2.9 million. Other expenses related to the offering totaled $0.6 million. The Company intends to use all of the net proceeds from the offering to fund its Puttery expansion and for general corporate purposes. |
TRANSACTIONS WITH AFFILIATES AN
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES | 9 Months Ended |
Sep. 30, 2021 | |
Transactions With Affiliates And Affiliated Entity [Abstract] | |
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES | TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES Other Affiliated EntitiesThe Company incurred expenses for services of a Company executive prior to execution of an employment agreement, which were 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 during 2020. The amounts were repaid as of December 31, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, 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 September 30, 2021, the Company had future payments for additional operating leases that had not yet commenced of $31.7 million. The leases are expected to commence over the next 0 - 24 months with lease terms of approximately 10 to 15 years. These leases are primarily commercial leases for future Puttery venues and the recognition of these leases on our balance sheet generally occurs when the Company takes possession of the underlying property. Preferred Dividends in Arrears - As of September 30, 2021, $5.6 million of dividends on the Company's cumulative preferred stock were unpaid and in arrears. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
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 $0.6 million and $1.6 million for the three and nine months ended September 30, 2021, respectively and $0.5 million and $1.3 million for the three and nine months ended September 30, 2020, respectively. 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 maintained a valuation allowance against its deferred tax assets as of September 30, 2021 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 United States federal and state income tax returns in various jurisdictions. As of September 30, 2021, the Company is currently not subject to examination by the IRS for any open tax years and is currently under examination in Idaho for open tax years 2017 and after. At December 31, 2020 and September 30, 2021, the Company reported a total liability for unrecognized tax benefits of $1.2 million. The Company does not anticipate any significant increases or decreases to the balance of unrecognized tax benefits during the next 12 months. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On November 5, 2021, the board of directors of the Company declared dividends on the Company's preferred stock for the period beginning November 1, 2021, and ending January 31, 2022. The dividends are payable on January 31, 2022, to holders of record of preferred stock on January 1, 2022, in an amount equal to $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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
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. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated. 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, 2020 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 16, 2021. |
Use of Estimates | Use of Estimates – Our estimates are based on information available to management at the time of preparation of the Consolidated Financial Statements, including the result of historical analysis, our understanding and experience of the Company’s operations, our knowledge of the industry and market-participant data available to us. Actual results have historically been in line with management’s estimates and judgments used in applying each of the accounting policies, and management periodically re-evaluates accounting estimates and assumptions. Actual results could differ from these estimates and materially impact our Consolidated Financial Statements. However, the Company does not expect our assessments and assumptions to materially change in the future. |
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 the balance sheet with the Right of Use (“ROU”) assets and lease liabilities are 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 payment for the cost of insurance and maintenance. Variable lease payments are recognized when the associated activity occurs and contingency is resolved. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets — |
Impairment of Long-lived Assets | Impairment of Long-lived Assets — |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash — The Company considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits. The Company has not experienced any losses in the accounts and believe that the Company is |
Accounts Receivable, Net | Accounts Receivable, Net — Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts of $0.9 million as of September 30, 2021 and December 31, 2020. The allowance for doubtful accounts is based upon several factors including the length of time the receivables are past due, historical payment trends, current economic factors, and our expectations of future events that affect collectability. Collateral is generally not required. |
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 members to their respective country clubs. 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. See Note 2. Revenues. 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 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 is 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 adopted ASU 2019-12 as of the fiscal year beginning January 1, 2021. The adoption of ASU 2019-12 had no material impact on the Company's financial statements. |
Fair Value Measurements | Fair Value Measurements The fair value of financial instruments is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. In determining fair value, the accounting standards establish a three-level hierarchy for inputs used in measuring fair value as follows: Level One inputs are quoted prices available for identical assets or liabilities in active markets; Level Two inputs are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; and Level Three inputs are unobservable and reflect management's own assumptions. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximate fair value because of their short-term nature. 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. 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 |
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) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of restrictions on cash and cash equivalents | The following table summarizes the Company's Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent: September 30, 2021 December 31, 2020 Cash and cash equivalents $ 63,867 47,786 Restricted cash 3,442 2,252 Restricted cash, noncurrent 709 795 Total Cash and cash equivalents, Restricted cash and Restricted cash, noncurrent $ 68,018 $ 50,833 |
Schedule of other current assets | The following table summarizes the Company's other current assets: September 30, 2021 December 31, 2020 Managed property receivables $ 18,739 $ 3,236 Prepaid expenses 2,938 3,158 Deposits 1,502 767 Inventory 2,106 1,950 Construction in progress receivables 2,279 1,839 Miscellaneous current assets, net 1,041 3,460 Other current assets $ 28,605 $ 14,410 |
Schedule of other assets | The following table summarizes the Company's other assets: September 30, 2021 December 31, 2020 Prepaid expenses $ 1,373 $ 2,154 Deposits 3,442 2,504 Miscellaneous assets, net 937 2,107 Other assets $ 5,752 $ 6,765 |
Schedule of other current liabilities | The following table summarizes the Company's other current liabilities: September 30, 2021 December 31, 2020 Operating lease liabilities $ 16,294 $ 19,894 Accrued rent — 4,318 Dividends payable 930 — Miscellaneous current liabilities 3,520 4,005 Other current liabilities $ 20,744 $ 28,217 |
Schedule of other income (loss), net | These items are comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Collateral management fee income, net $ 46 $ 62 $ 148 $ 199 Equity in earnings, net of impairment from equity method investments — — — (24,020) Gain (loss) on sale of long-lived assets and intangibles — — (64) — Gain (loss) on sale of traditional golf properties — (9) — (63) Other (loss) income 61 (210) (55) (328) Other income (loss), net $ 107 $ (157) $ 29 $ (24,212) |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021 Nine Months Ended September 30, 2021 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations $ 5,239 $ 30,065 $ 10,715 $ 16,238 $ 62,257 $ 13,976 $ 77,932 $ 37,756 $ 47,506 $ 177,170 Sales of food and beverages 6,070 6,334 1,705 — 14,109 17,145 12,182 4,840 — 34,167 Total revenues $ 11,309 $ 36,399 $ 12,420 $ 16,238 $ 76,366 $ 31,121 $ 90,114 $ 42,596 $ 47,506 $ 211,337 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations $ 2,736 $ 27,361 $ 11,833 $ 16,836 $ 58,766 $ 7,408 $ 56,419 $ 31,994 $ 41,245 $ 137,066 Sales of food and beverages 3,440 2,719 1,540 — 7,699 10,675 7,914 4,045 — 22,634 Total revenues $ 6,176 $ 30,080 $ 13,373 $ 16,836 $ 66,465 $ 18,083 $ 64,333 $ 36,039 $ 41,245 $ 159,700 (A) Includes $14.7 million and $41.3 million for the three and nine months ended September 30, 2021, as well as $15.2 million and $37.1 million for the three and nine months ended September 30, 2020, respectively, related to management contract reimbursements reported under ASC 606 - Revenue Recognition. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: Nine Months Ended September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 13,976 $ 163,194 $ — $ 177,170 Sales of food and beverages 17,145 17,022 — 34,167 Total revenues 31,121 180,216 — 211,337 Operating costs Operating expenses 17,397 147,822 15 165,234 Cost of sales - food and beverages 3,982 4,974 (5) 8,951 General and administrative expense (A) 8,171 7,700 8,993 24,864 General and administrative expense - acquisition and transaction expenses (B) 824 — 9 833 Depreciation and amortization 8,942 8,854 56 17,852 Pre-opening costs (C) 3,374 — 1 3,375 (Gain) Loss on lease terminations and impairment 22 (237) 3,187 2,972 Total operating costs 42,712 169,113 12,256 224,081 Operating income (loss) (11,591) 11,103 (12,256) (12,744) Other income (expenses) Interest and investment income — 55 447 502 Interest expense (D) (230) (6,848) (964) (8,042) Capitalized interest (D) (24) 37 65 78 Other income (loss), net 3 (115) 141 29 Total other income (expenses) (251) (6,871) (311) (7,433) Income tax expense — — 1,562 1,562 Net income (loss) (11,842) 4,232 (14,129) (21,739) Less: net loss attributable to NCI (15) — — (15) Net loss attributable to the company (11,827) 4,232 (14,129) (21,724) Preferred dividends — — (4,185) (4,185) Net income (loss) applicable to common stockholders $ (11,827) $ 4,232 $ (18,314) $ (25,909) September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Total assets $ 168,463 $ 254,878 $ 61,135 $ 484,476 Total liabilities 51,128 329,173 63,360 443,661 Preferred stock — — 61,583 61,583 Noncontrolling interest 1,026 — — 1,026 Equity $ 116,309 $ (74,295) $ (63,808) $ (21,794) Additions to property and equipment (including finance leases) during the nine months ended September 30, 2021 $ 17,810 $ 5,477 $ 375 $ 23,662 Three Months Ended September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 5,239 $ 57,018 $ — $ 62,257 Sales of food and beverages 6,070 8,039 — 14,109 Total revenues 11,309 65,057 — 76,366 Operating costs Operating expenses 6,718 53,998 13 60,729 Cost of sales - food and beverages 1,453 2,248 (5) 3,696 General and administrative expense (A) 3,697 2,628 2,900 9,225 General and administrative expense - acquisition and transaction expenses (B) 456 — 4 460 Depreciation and amortization 3,038 2,851 (66) 5,823 Pre-opening costs (C) 2,030 — — 2,030 (Gain) Loss on lease terminations and impairment — 324 — 324 Total operating costs 17,392 62,049 2,846 82,287 Operating income (loss) (6,083) 3,008 (2,846) (5,921) Other income (expenses) Interest and investment income — 19 171 190 Interest expense (D) (71) (2,229) (323) (2,623) Capitalized interest (D) (24) 9 12 (3) Other income (loss), net 3 60 44 107 Total other income (expenses) (92) (2,141) (96) (2,329) Income tax expense — — 616 616 Net income (loss) (6,175) 867 (3,558) (8,866) Less: net loss attributable to NCI (15) — — (15) Net loss attributable to the company (6,160) 867 (3,558) (8,851) Preferred dividends — — (1,395) (1,395) Net income (loss) applicable to common stockholders $ (6,160) $ 867 $ (4,953) $ (10,246) Nine Months Ended September 30, 2020 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 7,408 $ 129,658 $ — $ 137,066 Sales of food and beverages 10,675 11,959 — 22,634 Total revenues 18,083 141,617 — 159,700 Operating costs Operating expenses 15,041 127,543 — 142,584 Cost of sales - food and beverages 2,747 3,907 — 6,654 General and administrative expense (A) 6,278 8,092 6,617 20,987 General and administrative expense - acquisition and transaction expenses (B) 1,861 196 1,058 3,115 Depreciation and amortization 9,012 11,100 217 20,329 Pre-opening costs (C) 1,049 — — 1,049 (Gain) Loss on lease terminations and impairment 16 (2,047) — (2,031) Total operating costs 36,004 148,791 7,892 192,687 Operating loss (17,921) (7,174) (7,892) (32,987) Other income (expenses) Interest and investment income 1 56 343 400 Interest expense (D) (301) (6,691) (1,319) (8,311) Capitalized interest (D) — 23 56 79 Other income (loss), net — (381) (23,831) (24,212) Total other income (expenses) (300) (6,993) (24,751) (32,044) Income tax expense 1 — 1,268 1,269 Net loss (18,222) (14,167) (33,911) (66,300) Preferred dividends — — (4,185) (4,185) Loss applicable to common stockholders $ (18,222) $ (14,167) $ (38,096) $ (70,485) September 30, 2020 Entertainment Golf Traditional Golf Corporate Total Total assets $ 152,062 $ 285,262 $ 12,165 $ 449,489 Total liabilities 40,340 345,851 63,673 449,864 Preferred stock — — 61,583 61,583 Equity $ 111,722 $ (60,589) $ (113,091) $ (61,958) Additions to property and equipment (including finance leases) during the nine months ended September 30, 2020 $ 5,506 $ 3,596 $ 403 $ 9,505 Three Months Ended September 30, 2020 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 2,736 $ 56,030 $ — $ 58,766 Sales of food and beverages 3,440 4,259 — 7,699 Total revenues 6,176 60,289 — 66,465 Operating costs Operating expenses 4,240 50,753 — 54,993 Cost of sales - food and beverages 843 1,327 — 2,170 General and administrative expense (A) 1,749 2,810 2,256 6,815 General and administrative expense - acquisition and transaction expenses (B) 996 41 64 1,101 Depreciation and amortization 2,991 3,789 73 6,853 Pre-opening costs (C) 227 — — 227 Total operating costs 11,062 59,006 2,393 72,461 Operating loss (4,886) 1,283 (2,393) (5,996) Other income (expenses) Interest and investment income — 18 117 135 Interest expense (D) (94) (2,446) (357) (2,897) Capitalized interest (D) — 1 — 1 Other income (loss), net — (215) 58 (157) Total other income (expenses) (94) (2,642) (182) (2,918) Income tax expense 1 — 497 498 Net loss (4,981) (1,359) (3,072) (9,412) Preferred dividends — — (1,395) (1,395) Loss applicable to common stockholders $ (4,981) $ (1,359) $ (4,467) $ (10,807) (A) General and administrative expenses included severance expenses of $0.1 million and $0.2 million for the three and nine months ended September 30, 2021, respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2020, respectively. (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 venue-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. |
PROPERTY AND EQUIPMENT, NET O_2
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The following table summarizes the Company’s property and equipment: September 30, 2021 December 31, 2020 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 142,073 (44,156) 97,917 142,635 (40,198) 102,437 Furniture, fixtures and equipment 51,479 (28,802) 22,677 51,622 (24,422) 27,200 Finance leases - equipment 30,504 (14,997) 15,507 34,339 (15,296) 19,043 Construction in progress 31,745 — 31,745 13,975 — 13,975 Total Property and Equipment $ 262,571 $ (87,955) $ 174,616 $ 249,341 $ (79,916) $ 169,425 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of lease related costs | Lease related costs recognized in the Consolidated Statements of Operations for the three and nine months ended September 30, 2021, and September 30, 2020, are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Finance lease cost Amortization of right-of-use assets $ 1,412 $ 1,480 $ 4,159 $ 4,496 Interest on lease liabilities 279 217 901 803 Total finance lease cost 1,691 1,697 5,060 5,299 Operating lease cost Operating lease cost 6,144 8,881 22,714 27,146 Short-term lease cost 109 432 619 1,282 Variable lease cost 7,005 5,044 16,635 9,375 Total operating lease cost 13,258 14,357 39,968 37,803 Total lease cost $ 14,949 $ 16,054 $ 45,028 $ 43,102 |
Schedule of lease, other information | Other information related to leases included on the Consolidated Balance Sheet as of and for the nine months ended September 30, 2021 are as follows: Operating Leases Financing Leases Right-of-use assets $ 186,220 $ 15,507 Lease liabilities $ 191,070 $ 15,436 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows $ 22,375 $ 279 Financing cash flows $ — $ 4,620 Right-of-use assets obtained in exchange for lease liabilities $ 9,862 $ 1,670 Weighted average remaining lease term 14.4 years 1.5 years Weighted average discount rate 8.2 % 6.2 % |
Schedule of future minimum lease payments, operating lease | Future minimum lease payments under non-cancellable leases as of September 30, 2021 are as follows: Operating Leases Financing Leases October 1, 2021 - December 31, 2021 $ 18,733 $ 1,732 2022 31,078 5,871 2023 31,019 4,877 2024 23,945 2,713 2025 21,578 1,510 Thereafter 182,248 572 Total minimum lease payments 308,601 17,275 Less: imputed interest 117,531 1,839 Total lease liabilities $ 191,070 $ 15,436 |
Schedule of future minimum lease payments, finance lease | Future minimum lease payments under non-cancellable leases as of September 30, 2021 are as follows: Operating Leases Financing Leases October 1, 2021 - December 31, 2021 $ 18,733 $ 1,732 2022 31,078 5,871 2023 31,019 4,877 2024 23,945 2,713 2025 21,578 1,510 Thereafter 182,248 572 Total minimum lease payments 308,601 17,275 Less: imputed interest 117,531 1,839 Total lease liabilities $ 191,070 $ 15,436 |
Summary of impairment (reversal) | The following table summarizes the amounts the Company recorded in the Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (Gain) Loss on lease terminations $ 3 $ 201 $ (652) $ (2,924) Impairment on corporate office assets (held-for-use) — — 3,303 — Impairment on traditional golf properties (held-for-use) — — — 792 Other losses 321 101 321 101 Total (Gain) Loss on lease terminations and impairment $ 324 $ 302 $ 2,972 $ (2,031) |
INTANGIBLES, NET OF ACCUMULAT_2
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The following table summarizes the Company’s intangible assets: September 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade name $ 721 $ (181) $ 540 $ 700 $ (163) $ 537 Management contracts 28,913 (17,583) 11,330 31,043 (18,427) 12,616 Internally-developed software 341 (127) 214 314 (79) 235 Membership base 4,012 (3,290) 722 5,944 (5,236) 708 Non-amortizable liquor licenses 961 — 961 1,028 — 1,028 Total Intangibles $ 34,948 $ (21,181) $ 13,767 $ 39,029 $ (23,905) $ 15,124 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | The following table presents certain information regarding the Company’s debt obligations at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 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 2.43% 2.38 % 22.2 $ — $ 200 $ 200 Finance leases (Equipment) Jul 2014 - Jun 2021 15,436 15,436 Sep 2021 - Jan 2027 3.00% to 15.00% 6.11 % 3.4 — 19,021 19,021 15,636 15,636 6.05 % 3.7 — 19,221 19,221 Less current portion of obligations under finance leases 5,638 5,638 6,470 6,470 Credit facilities and obligations under finance leases - noncurrent 9,997 9,997 12,751 12,751 Corporate Junior subordinated notes payable (B) Mar 2006 51,004 51,177 Apr 2035 LIBOR+2.25% 2.38 % 13.59 51,004 51,004 51,182 Total debt obligations $ 66,640 $ 66,813 3.24 % 11.3 $ 51,004 $ 70,225 $ 70,403 (B) Collateral for this obligation is the Company's general credit. |
REAL ESTATE SECURITIES (Tables)
REAL ESTATE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, 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. 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) September 30, 2021 ABS - Non-Agency RMBS (E) $ 4,000 $ 3,680 $ (1,521) $ 2,159 $ 1,255 $ — $ 3,414 1 CCC 0.72 % 29.16 % 1.9 63.5 % December 31, 2020 ABS - Non-Agency RMBS (E) $ 4,000 $ 3,276 $ (1,521) $ 1,755 $ 1,468 $ — $ 3,223 1 CCC 0.73 % 29.14 % 2.6 52.2 % (A) See Note 9 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 investment. (E) The ABS - Non-Agency RMBS is a floating rate security and the collateral securing it is located in various geographic regions in the United States. The Company does not have significant investments in any one geographic region. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021: September 30, 2021 December 31, 2020 Carrying Value Estimated Fair Value Fair Value Method (A) Carrying Value Estimated Fair Value Assets Real estate securities, available-for-sale $ 3,414 $ 3,414 Pricing models - Level 3 $ 3,223 $ 3,223 Cash and cash equivalents 63,867 63,867 47,786 47,786 Restricted cash, current and noncurrent 4,151 4,151 3,047 3,047 Liabilities Junior subordinated notes payable $ 51,177 $ 27,445 Pricing models - Level 3 $ 51,182 $ 18,591 |
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 September 30, 2021: Weighted Average Significant Input Asset Type Amortized Cost Basis Fair Value Discount Prepayment Cumulative Default Rate Loss ABS - Non-Agency RMBS $ 2,159 $ 3,414 11.0 % 7.5 % 2.8 % 65.0 % |
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 nine months ended September 30, 2021 as follows: ABS - Non-Agency RMBS Balance at December 31, 2020 $ 3,223 Total gains (losses) (A) Included in other comprehensive income (loss) (214) Amortization included in interest income 425 Purchases, sales and repayments (A) Proceeds (20) Balance at September 30, 2021 $ 3,414 (A) There were no purchases, sales or transfers into or out of Level 3 during the nine months ended September 30, 2021. |
Summary of 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) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding options | The following is a summary of the changes in the Company’s outstanding options for the nine months ended September 30, 2021: Number of Options Weighted Average Strike Price Weighted Average Life Remaining (in years) Balance at December 31, 2020 4,935,732 $ 2.57 Exercised (1,353,184) 1.00 Balance at September 30, 2021 3,582,548 $ 3.17 1.88 Exercisable at September 30, 2021 2,578,926 $ 3.24 1.94 |
Schedule of outstanding options summary | As of September 30, 2021, the Company’s outstanding options were summarized as follows: Number of Options Held by a former Manager 2,578,593 Issued to a former Manager and subsequently transferred to certain of that Manager’s employees (A) 1,003,622 Issued to the independent directors 333 Total 3,582,548 Weighted average strike price $ 3.17 (A) The Company and a former manager (the "Manager") agreed that options held by certain employees formerly employed by that Manager will not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options will relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the Manager as part of their compensation. The options fully vest and are exercisable one year prior to the option expiration date, beginning March 2020 through January 2024. For the nine months ended September 30, 2021, the former Manager exercised 1,353,184 options at a weighted average strike price of $1.00 resulting in common shares issued of 916,783. |
Summary of changes in RSUs | The following is a summary of the changes in the Company’s RSUs for the nine months ended September 30, 2021. Number of RSUs Weighted Average Grant Date Fair Value (per unit) Balance at December 31, 2020 259,238 $ 3.72 Vested / Released (68,251) $ 4.60 Forfeited (53,002) $ 3.74 Balance at September 30, 2021 137,985 $ 3.27 |
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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator for basic and diluted earnings per share: Loss Applicable to Common Stockholders $ (10,246) $ (10,807) $ (25,909) $ (70,485) Denominator: Denominator for basic earnings per share - weighted average shares 92,085,846 67,212,532 88,938,344 67,131,827 Effect of dilutive securities Options — — — — RSUs — — — — Denominator for diluted earnings per share - adjusted weighted average shares 92,085,846 67,212,532 88,938,344 67,131,827 Basic earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.11) $ (0.16) $ (0.29) $ (1.05) Loss Applicable to Common Stock, per share $ (0.11) $ (0.16) $ (0.29) $ (1.05) Diluted earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.11) $ (0.16) $ (0.29) $ (1.05) Loss Applicable to Common Stock, per share $ (0.11) $ (0.16) $ (0.29) $ (1.05) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020property | Sep. 30, 2021USD ($)stateproperty | Jul. 12, 2021USD ($) | Mar. 31, 2021property | Dec. 31, 2020USD ($) | |
Segment Reporting Information | |||||
Allowance for doubtful accounts | $ | $ 900 | $ 900 | |||
Deposit refundable period (in years) | 30 years | ||||
Weighted average life (in years) | 7 years | ||||
SLP | |||||
Segment Reporting Information | |||||
Majority ownership percentage (as percent) | 90.00% | ||||
Symphony Ventures | |||||
Segment Reporting Information | |||||
Total commitment | $ | $ 10,000 | ||||
Symphony Ventures | SLP | |||||
Segment Reporting Information | |||||
Minority interest percentage (as percent) | 10.00% | ||||
Entertainment Golf | |||||
Segment Reporting Information | |||||
Number of properties (property) | 4 | ||||
Number of properties reopened (property) | 3 | ||||
Traditional Golf | |||||
Segment Reporting Information | |||||
Number of properties (property) | 56 | 22 | |||
Number of states in which properties owned | state | 9 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||||
Cash and cash equivalents | $ 63,867 | $ 47,786 | ||
Restricted cash | 3,442 | 2,252 | ||
Restricted cash, noncurrent | 709 | 795 | ||
Total Cash and cash equivalents, Restricted cash and Restricted cash, noncurrent | $ 68,018 | $ 50,833 | $ 16,504 | $ 31,964 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Current Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Managed property receivables | $ 18,739 | $ 3,236 |
Prepaid expenses | 2,938 | 3,158 |
Deposits | 1,502 | 767 |
Inventory | 2,106 | 1,950 |
Construction in progress receivables | 2,279 | 1,839 |
Miscellaneous current assets, net | 1,041 | 3,460 |
Other current assets | $ 28,605 | $ 14,410 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Prepaid expenses | $ 1,373 | $ 2,154 |
Deposits | 3,442 | 2,504 |
Miscellaneous assets, net | 937 | 2,107 |
Other assets | $ 5,752 | $ 6,765 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Current Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Operating lease liabilities | $ 16,294 | $ 19,894 |
Accrued rent | 0 | 4,318 |
Dividends payable | 930 | 0 |
Miscellaneous current liabilities | 3,520 | 4,005 |
Other current liabilities | $ 20,744 | $ 28,217 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Income, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other income (loss), net | ||||
Collateral management fee income, net | $ 46 | $ 62 | $ 148 | $ 199 |
Equity in earnings, net of impairment from equity method investments | 0 | 0 | 0 | (24,020) |
Gain (loss) on sale of long-lived assets and intangibles | 0 | 0 | (64) | 0 |
Gain (loss) on sale of traditional golf properties | 0 | (9) | 0 | (63) |
Other (loss) income | 61 | (210) | (55) | (328) |
Other income (loss), net | $ 107 | $ (157) | $ 29 | $ (24,212) |
REVENUES (Narrative) (Details)
REVENUES (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deposit refundable period (in years) | 30 years |
Weighted average life (in years) | 7 years |
REVENUES (Disaggregation of Rev
REVENUES (Disaggregation of Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue | ||||
Total revenues | $ 76,366 | $ 66,465 | $ 211,337 | $ 159,700 |
Golf operations | ||||
Disaggregation of Revenue | ||||
Total revenues | 62,257 | 58,766 | 177,170 | 137,066 |
Golf operations, ent. golf venues | ||||
Disaggregation of Revenue | ||||
Total revenues | 5,239 | 2,736 | 13,976 | 7,408 |
Golf operations, public golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 30,065 | 27,361 | 77,932 | 56,419 |
Golf operations, private golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 10,715 | 11,833 | 37,756 | 31,994 |
Golf operations, managed golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 16,238 | 16,836 | 47,506 | 41,245 |
Sales of food and beverages | ||||
Disaggregation of Revenue | ||||
Total revenues | 14,109 | 7,699 | 34,167 | 22,634 |
Food and beverage, ent. golf venues | ||||
Disaggregation of Revenue | ||||
Total revenues | 6,070 | 3,440 | 17,145 | 10,675 |
Food and beverage, public golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 6,334 | 2,719 | 12,182 | 7,914 |
Food and beverage, private golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,705 | 1,540 | 4,840 | 4,045 |
Food and beverage, managed golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Ent. golf venues | ||||
Disaggregation of Revenue | ||||
Total revenues | 11,309 | 6,176 | 31,121 | 18,083 |
Public golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 36,399 | 30,080 | 90,114 | 64,333 |
Private golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 12,420 | 13,373 | 42,596 | 36,039 |
Managed golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 16,238 | 16,836 | 47,506 | 41,245 |
Management contract reimbursements | ||||
Disaggregation of Revenue | ||||
Total revenues | $ 14,700 | $ 15,200 | $ 41,300 | $ 37,100 |
SEGMENT REPORTING (Narrative) (
SEGMENT REPORTING (Narrative) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)property | Sep. 30, 2021statesegmentproperty | Dec. 31, 2020USD ($) | May 05, 2021property | |
Segment Reporting Information | ||||
Number of reportable segments | segment | 3 | |||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | ||||
Segment Reporting Information | ||||
Number of golf properties | 4 | |||
Revenue | $ | $ 6.6 | $ 22.4 | ||
Traditional Golf | ||||
Segment Reporting Information | ||||
Number of golf properties | 22 | 56 | ||
Number of states in which properties owned | state | 9 | |||
Traditional Golf | Leased | ||||
Segment Reporting Information | ||||
Number of golf properties | 34 |
SEGMENT REPORTING (Segment Repo
SEGMENT REPORTING (Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenues | |||||||||
Revenues | $ 76,366 | $ 66,465 | $ 211,337 | $ 159,700 | |||||
Operating costs | |||||||||
Operating expenses | 60,729 | 54,993 | 165,234 | 142,584 | |||||
Cost of sales - food and beverages | 3,696 | 2,170 | 8,951 | 6,654 | |||||
General and administrative expense | 9,225 | 6,815 | 24,864 | 20,987 | |||||
General and administrative expense - acquisition and transaction expenses | 460 | 1,101 | 833 | 3,115 | |||||
Depreciation and amortization | 5,823 | 6,853 | 17,852 | 20,329 | |||||
Pre-opening costs | 2,030 | 227 | 3,375 | 1,049 | |||||
(Gain) Loss on lease terminations and impairment | 324 | 302 | 2,972 | (2,031) | |||||
Total operating costs | 82,287 | 72,461 | 224,081 | 192,687 | |||||
Operating income (loss) | (5,921) | (5,996) | (12,744) | (32,987) | |||||
Other income (expenses) | |||||||||
Interest and investment income | 190 | 135 | 502 | 400 | |||||
Interest expense | (2,623) | (2,897) | (8,042) | (8,311) | |||||
Capitalized interest | (3) | 1 | 78 | 79 | |||||
Other income (loss), net | 107 | (157) | 29 | (24,212) | |||||
Total other income (expenses) | (2,329) | (2,918) | (7,433) | (32,044) | |||||
Income tax expense | 616 | 498 | 1,562 | 1,269 | |||||
Net loss | (8,866) | $ (1,969) | $ (10,904) | (9,412) | $ (39,526) | $ (17,362) | (21,739) | (66,300) | |
Less: net loss attributable to noncontrolling interest | (15) | 0 | (15) | 0 | |||||
Net loss attributable to the Company | (8,851) | (9,412) | (21,724) | (66,300) | |||||
Preferred dividends | (1,395) | (1,395) | (4,185) | (4,185) | |||||
Loss applicable to common stockholders | (10,246) | (10,807) | (25,909) | (70,485) | |||||
Total assets | 484,476 | 449,489 | 484,476 | 449,489 | $ 457,054 | ||||
Total liabilities | 443,661 | 449,864 | 443,661 | 449,864 | 447,017 | ||||
Preferred stock | 61,583 | 61,583 | 61,583 | 61,583 | 61,583 | ||||
Noncontrolling interest | 1,026 | 1,026 | $ 0 | ||||||
Equity | (21,794) | (61,958) | (21,794) | (61,958) | |||||
Additions to property and equipment (including finance leases) | 23,662 | 9,505 | |||||||
Severance expenses | 100 | 400 | 200 | 1,100 | |||||
Accretion of membership deposit liabilities | 2,000 | 2,300 | 6,200 | 6,100 | |||||
Golf operations | |||||||||
Revenues | |||||||||
Revenues | 62,257 | 58,766 | 177,170 | 137,066 | |||||
Sales of food and beverages | |||||||||
Revenues | |||||||||
Revenues | 14,109 | 7,699 | 34,167 | 22,634 | |||||
Operating Segments | Entertainment Golf | |||||||||
Revenues | |||||||||
Revenues | 11,309 | 6,176 | 31,121 | 18,083 | |||||
Operating costs | |||||||||
Operating expenses | 6,718 | 4,240 | 17,397 | 15,041 | |||||
Cost of sales - food and beverages | 1,453 | 843 | 3,982 | 2,747 | |||||
General and administrative expense | 3,697 | 1,749 | 8,171 | 6,278 | |||||
General and administrative expense - acquisition and transaction expenses | 456 | 996 | 824 | 1,861 | |||||
Depreciation and amortization | 3,038 | 2,991 | 8,942 | 9,012 | |||||
Pre-opening costs | 2,030 | 227 | 3,374 | 1,049 | |||||
(Gain) Loss on lease terminations and impairment | 0 | 22 | 16 | ||||||
Total operating costs | 17,392 | 11,062 | 42,712 | 36,004 | |||||
Operating income (loss) | (6,083) | (4,886) | (11,591) | (17,921) | |||||
Other income (expenses) | |||||||||
Interest and investment income | 0 | 0 | 0 | 1 | |||||
Interest expense | (71) | (94) | (230) | (301) | |||||
Capitalized interest | (24) | 0 | (24) | 0 | |||||
Other income (loss), net | 3 | 0 | 3 | 0 | |||||
Total other income (expenses) | (92) | (94) | (251) | (300) | |||||
Income tax expense | 0 | 1 | 0 | 1 | |||||
Net loss | (6,175) | (4,981) | (11,842) | (18,222) | |||||
Less: net loss attributable to noncontrolling interest | (15) | (15) | |||||||
Net loss attributable to the Company | (6,160) | (11,827) | |||||||
Preferred dividends | 0 | 0 | 0 | 0 | |||||
Loss applicable to common stockholders | (6,160) | (4,981) | (11,827) | (18,222) | |||||
Total assets | 168,463 | 152,062 | 168,463 | 152,062 | |||||
Total liabilities | 51,128 | 40,340 | 51,128 | 40,340 | |||||
Preferred stock | 0 | 0 | 0 | 0 | |||||
Noncontrolling interest | 1,026 | 1,026 | |||||||
Equity | 116,309 | 111,722 | 116,309 | 111,722 | |||||
Additions to property and equipment (including finance leases) | 17,810 | 5,506 | |||||||
Operating Segments | Entertainment Golf | Golf operations | |||||||||
Revenues | |||||||||
Revenues | 5,239 | 2,736 | 13,976 | 7,408 | |||||
Operating Segments | Entertainment Golf | Sales of food and beverages | |||||||||
Revenues | |||||||||
Revenues | 6,070 | 3,440 | 17,145 | 10,675 | |||||
Operating Segments | Traditional Golf | |||||||||
Revenues | |||||||||
Revenues | 65,057 | 60,289 | 180,216 | 141,617 | |||||
Operating costs | |||||||||
Operating expenses | 53,998 | 50,753 | 147,822 | 127,543 | |||||
Cost of sales - food and beverages | 2,248 | 1,327 | 4,974 | 3,907 | |||||
General and administrative expense | 2,628 | 2,810 | 7,700 | 8,092 | |||||
General and administrative expense - acquisition and transaction expenses | 0 | 41 | 0 | 196 | |||||
Depreciation and amortization | 2,851 | 3,789 | 8,854 | 11,100 | |||||
Pre-opening costs | 0 | 0 | 0 | 0 | |||||
(Gain) Loss on lease terminations and impairment | 324 | (237) | (2,047) | ||||||
Total operating costs | 62,049 | 59,006 | 169,113 | 148,791 | |||||
Operating income (loss) | 3,008 | 1,283 | 11,103 | (7,174) | |||||
Other income (expenses) | |||||||||
Interest and investment income | 19 | 18 | 55 | 56 | |||||
Interest expense | (2,229) | (2,446) | (6,848) | (6,691) | |||||
Capitalized interest | 9 | 1 | 37 | 23 | |||||
Other income (loss), net | 60 | (215) | (115) | (381) | |||||
Total other income (expenses) | (2,141) | (2,642) | (6,871) | (6,993) | |||||
Income tax expense | 0 | 0 | 0 | 0 | |||||
Net loss | 867 | (1,359) | 4,232 | (14,167) | |||||
Less: net loss attributable to noncontrolling interest | 0 | 0 | |||||||
Net loss attributable to the Company | 867 | 4,232 | |||||||
Preferred dividends | 0 | 0 | 0 | 0 | |||||
Loss applicable to common stockholders | 867 | (1,359) | 4,232 | (14,167) | |||||
Total assets | 254,878 | 285,262 | 254,878 | 285,262 | |||||
Total liabilities | 329,173 | 345,851 | 329,173 | 345,851 | |||||
Preferred stock | 0 | 0 | 0 | 0 | |||||
Noncontrolling interest | 0 | 0 | |||||||
Equity | (74,295) | (60,589) | (74,295) | (60,589) | |||||
Additions to property and equipment (including finance leases) | 5,477 | 3,596 | |||||||
Operating Segments | Traditional Golf | Golf operations | |||||||||
Revenues | |||||||||
Revenues | 57,018 | 56,030 | 163,194 | 129,658 | |||||
Operating Segments | Traditional Golf | Sales of food and beverages | |||||||||
Revenues | |||||||||
Revenues | 8,039 | 4,259 | 17,022 | 11,959 | |||||
Operating Segments | Corporate | |||||||||
Revenues | |||||||||
Revenues | 0 | 0 | 0 | 0 | |||||
Operating costs | |||||||||
Operating expenses | 13 | 0 | 15 | 0 | |||||
Cost of sales - food and beverages | (5) | 0 | (5) | 0 | |||||
General and administrative expense | 2,900 | 2,256 | 8,993 | 6,617 | |||||
General and administrative expense - acquisition and transaction expenses | 4 | 64 | 9 | 1,058 | |||||
Depreciation and amortization | (66) | 73 | 56 | 217 | |||||
Pre-opening costs | 0 | 0 | 1 | 0 | |||||
(Gain) Loss on lease terminations and impairment | 0 | 3,187 | 0 | ||||||
Total operating costs | 2,846 | 2,393 | 12,256 | 7,892 | |||||
Operating income (loss) | (2,846) | (2,393) | (12,256) | (7,892) | |||||
Other income (expenses) | |||||||||
Interest and investment income | 171 | 117 | 447 | 343 | |||||
Interest expense | (323) | (357) | (964) | (1,319) | |||||
Capitalized interest | 12 | 0 | 65 | 56 | |||||
Other income (loss), net | 44 | 58 | 141 | (23,831) | |||||
Total other income (expenses) | (96) | (182) | (311) | (24,751) | |||||
Income tax expense | 616 | 497 | 1,562 | 1,268 | |||||
Net loss | (3,558) | (3,072) | (14,129) | (33,911) | |||||
Less: net loss attributable to noncontrolling interest | 0 | 0 | |||||||
Net loss attributable to the Company | (3,558) | (14,129) | |||||||
Preferred dividends | (1,395) | (1,395) | (4,185) | (4,185) | |||||
Loss applicable to common stockholders | (4,953) | (4,467) | (18,314) | (38,096) | |||||
Total assets | 61,135 | 12,165 | 61,135 | 12,165 | |||||
Total liabilities | 63,360 | 63,673 | 63,360 | 63,673 | |||||
Preferred stock | 61,583 | 61,583 | 61,583 | 61,583 | |||||
Noncontrolling interest | 0 | 0 | |||||||
Equity | (63,808) | (113,091) | (63,808) | (113,091) | |||||
Additions to property and equipment (including finance leases) | 375 | 403 | |||||||
Operating Segments | Corporate | Golf operations | |||||||||
Revenues | |||||||||
Revenues | 0 | 0 | 0 | 0 | |||||
Operating Segments | Corporate | Sales of food and beverages | |||||||||
Revenues | |||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT, NET O_3
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment | ||
Finance leases - equipment, Net Carrying Value | $ 15,507 | |
Gross Carrying Amount | 262,571 | $ 249,341 |
Accumulated Depreciation | (87,955) | (79,916) |
Net Carrying Value | 174,616 | 169,425 |
Land | ||
Property, Plant and Equipment | ||
Gross Carrying Amount | 6,770 | 6,770 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | 6,770 | 6,770 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Gross Carrying Amount | 142,073 | 142,635 |
Accumulated Depreciation | (44,156) | (40,198) |
Net Carrying Value | 97,917 | 102,437 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment | ||
Gross Carrying Amount | 51,479 | 51,622 |
Accumulated Depreciation | (28,802) | (24,422) |
Net Carrying Value | 22,677 | 27,200 |
Finance leases - equipment | ||
Property, Plant and Equipment | ||
Finance leases - equipment, Gross Carrying Amount | 30,504 | 34,339 |
Finance leases - equipment, Accumulated Depreciation | (14,997) | (15,296) |
Finance leases - equipment, Net Carrying Value | 15,507 | 19,043 |
Construction in progress | ||
Property, Plant and Equipment | ||
Gross Carrying Amount | 31,745 | 13,975 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | $ 31,745 | $ 13,975 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)renewal_optionlease | Sep. 30, 2020USD ($)lease | |
Lessee, Lease, Description | ||||
Number of renewal terms | renewal_option | 8 | |||
Renewal term (in years) | 5 years | 5 years | ||
Gain on lease terminations | $ (3) | $ (201) | $ 652 | $ 2,924 |
Number of leases terminated | lease | 1 | 2 | ||
Impairment on corporate office assets (held-for-use) | $ 0 | $ 0 | $ 3,303 | $ 0 |
Traditional Golf Properties and Related Facilities | Lower Range | ||||
Lessee, Lease, Description | ||||
Operating lease term (in years) | 10 years | 10 years | ||
Traditional Golf Properties and Related Facilities | Upper Range | ||||
Lessee, Lease, Description | ||||
Operating lease term (in years) | 20 years | 20 years | ||
Golf Carts and Equipment | Lower Range | ||||
Lessee, Lease, Description | ||||
Operating lease term (in years) | 24 months | 24 months | ||
Golf Carts and Equipment | Upper Range | ||||
Lessee, Lease, Description | ||||
Operating lease term (in years) | 66 months | 66 months | ||
Leasehold Improvements | ||||
Lessee, Lease, Description | ||||
Impairment on corporate office assets (held-for-use) | $ 100 | |||
Furniture Fixtures and Equipment | ||||
Lessee, Lease, Description | ||||
Impairment on corporate office assets (held-for-use) | 300 | |||
Right-of-Use Asset | ||||
Lessee, Lease, Description | ||||
Impairment on corporate office assets (held-for-use) | $ 2,700 |
LEASES (Lease Related Costs) (D
LEASES (Lease Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finance lease cost | ||||
Amortization of right-of-use assets | $ 1,412 | $ 1,480 | $ 4,159 | $ 4,496 |
Interest on lease liabilities | 279 | 217 | 901 | 803 |
Total finance lease cost | 1,691 | 1,697 | 5,060 | 5,299 |
Operating lease cost | ||||
Operating lease cost | 6,144 | 8,881 | 22,714 | 27,146 |
Short-term lease cost | 109 | 432 | 619 | 1,282 |
Variable lease cost | 7,005 | 5,044 | 16,635 | 9,375 |
Total operating lease cost | 13,258 | 14,357 | 39,968 | 37,803 |
Total lease cost | $ 14,949 | $ 16,054 | $ 45,028 | $ 43,102 |
LEASES (Other Information) (Det
LEASES (Other Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 186,220 | $ 192,828 |
Right-of-use assets, financing leases | 15,507 | |
Lease liabilities, operating leases | 191,070 | |
Lease liabilities, financing leases | 15,436 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows, Operating Leases | 22,375 | |
Operating cash flows, Financing Leases | 279 | |
Financing cash flows, operating lease | 0 | |
Financing cash flows, Financing Leases | 4,620 | |
Right-of-use assets obtained in exchange for lease liabilities, operating leases | 9,862 | |
Right-of-use assets obtained in exchange for lease liabilities, financing leases | $ 1,670 | |
Weighted average remaining lease term, operating lease (in years) | 14 years 4 months 24 days | |
Weighted average remaining lease term, financing lease (in years) | 1 year 6 months | |
Weighted average discount rate, operating lease (in percent) | 8.20% | |
Weighted average discount rate, financing lease (in percent) | 6.20% |
LEASES (Schedule of Lease Matur
LEASES (Schedule of Lease Maturity) (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
October 1, 2021 - December 31, 2021 | $ 18,733 |
2022 | 31,078 |
2023 | 31,019 |
2024 | 23,945 |
2025 | 21,578 |
Thereafter | 182,248 |
Total minimum lease payments | 308,601 |
Less: imputed interest | 117,531 |
Total lease liabilities | 191,070 |
Financing Leases | |
October 1, 2021 - December 31, 2021 | 1,732 |
2022 | 5,871 |
2023 | 4,877 |
2024 | 2,713 |
2025 | 1,510 |
Thereafter | 572 |
Total minimum lease payments | 17,275 |
Less: imputed interest | 1,839 |
Total lease liabilities | $ 15,436 |
LEASES (Summary of (Gain) Loss
LEASES (Summary of (Gain) Loss on Lease Termination and Impairment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
(Gain) Loss on lease terminations | $ 3 | $ 201 | $ (652) | $ (2,924) |
Impairment on corporate office assets (held-for-use) | 0 | 0 | 3,303 | 0 |
Impairment on traditional golf properties (held-for-use) | 0 | 0 | 0 | 792 |
Other losses | 321 | 101 | 321 | 101 |
Total (Gain) Loss on lease terminations and impairment | $ 324 | $ 302 | $ 2,972 | $ (2,031) |
INTANGIBLES, NET OF ACCUMULAT_3
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets | ||
Accumulated Amortization | $ (21,181) | $ (23,905) |
Total Intangibles, Gross Carrying Amount | 34,948 | 39,029 |
Total Intangibles, Net Carrying Value | 13,767 | 15,124 |
Non-amortizable liquor licenses | ||
Finite-Lived Intangible Assets | ||
Non-amortizable liquor licenses | 961 | 1,028 |
Trade name | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 721 | 700 |
Accumulated Amortization | (181) | (163) |
Net Carrying Value | 540 | 537 |
Management contracts | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 28,913 | 31,043 |
Accumulated Amortization | (17,583) | (18,427) |
Net Carrying Value | 11,330 | 12,616 |
Internally-developed software | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 341 | 314 |
Accumulated Amortization | (127) | (79) |
Net Carrying Value | 214 | 235 |
Membership base | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 4,012 | 5,944 |
Accumulated Amortization | (3,290) | (5,236) |
Net Carrying Value | $ 722 | $ 708 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument | ||
Less current portion of obligations under finance leases | $ 5,638 | $ 6,470 |
Total debt obligations | ||
Debt Instrument | ||
Outstanding Face Amount | 66,640 | 70,225 |
Carrying Value | $ 66,813 | 70,403 |
Weighted Average Funding Cost | 3.24% | |
Weighted Average Life (Years) | 11 years 3 months 18 days | |
Face Amount of Floating Rate Debt | $ 51,004 | |
Credit Facilities and Finance Leases | ||
Debt Instrument | ||
Outstanding Face Amount | 15,636 | 19,221 |
Carrying Value | $ 15,636 | 19,221 |
Weighted Average Funding Cost | 6.05% | |
Weighted Average Life (Years) | 3 years 8 months 12 days | |
Face Amount of Floating Rate Debt | $ 0 | |
Vineyard II | ||
Debt Instrument | ||
Outstanding Face Amount | 200 | 200 |
Carrying Value | $ 200 | 200 |
Weighted Average Coupon | 2.43% | |
Weighted Average Funding Cost | 2.38% | |
Weighted Average Life (Years) | 22 years 2 months 12 days | |
Face Amount of Floating Rate Debt | $ 0 | |
Finance leases (Equipment) | ||
Debt Instrument | ||
Outstanding Face Amount | 15,436 | 19,021 |
Carrying Value | $ 15,436 | 19,021 |
Weighted Average Funding Cost | 6.11% | |
Weighted Average Life (Years) | 3 years 4 months 24 days | |
Face Amount of Floating Rate Debt | $ 0 | |
Finance leases (Equipment) | Lower Range | ||
Debt Instrument | ||
Weighted Average Coupon | 3.00% | |
Finance leases (Equipment) | Upper Range | ||
Debt Instrument | ||
Weighted Average Coupon | 15.00% | |
Less current portion of obligations under finance leases | ||
Debt Instrument | ||
Outstanding Face Amount | $ 5,638 | 6,470 |
Less current portion of obligations under finance leases | 5,638 | 6,470 |
Credit facilities and obligations under finance leases - noncurrent | ||
Debt Instrument | ||
Outstanding Face Amount | 9,997 | 12,751 |
Credit facilities and obligations under finance leases - noncurrent | 9,997 | 12,751 |
Junior subordinated notes payable | ||
Debt Instrument | ||
Outstanding Face Amount | 51,004 | 51,004 |
Carrying Value | $ 51,177 | $ 51,182 |
Weighted Average Funding Cost | 2.38% | |
Weighted Average Life (Years) | 13 years 7 months 2 days | |
Face Amount of Floating Rate Debt | $ 51,004 | |
Junior subordinated notes payable | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument | ||
Weighted Average Coupon | 2.25% |
REAL ESTATE SECURITIES (Real Es
REAL ESTATE SECURITIES (Real Estate Securities Holdings) (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)security | Dec. 31, 2020USD ($)security | |
Debt Securities, Available-for-sale | ||
Carrying Value | $ 3,414 | $ 3,223 |
Weighted average life (in years) | 7 years | |
Securities in an unrealized loss position | security | 0 | |
ABS - Non-Agency RMBS | ||
Debt Securities, Available-for-sale | ||
Outstanding Face Amount | $ 4,000 | 4,000 |
Before Impairment - Amortized Cost Basis | 3,680 | 3,276 |
Other-Than-Temporary Impairment - Amortized Cost Basis | (1,521) | (1,521) |
After Impairment - Amortized Cost Basis | 2,159 | 1,755 |
Gross Unrealized Gains | 1,255 | 1,468 |
Gross Unrealized Losses | 0 | 0 |
Carrying Value | $ 3,414 | $ 3,223 |
Number of Securities | security | 1 | 1 |
Weighted Average Coupon (as percent) | 0.72% | 0.73% |
Weighted Average Yield (as percent) | 29.16% | 29.14% |
Weighted average life (in years) | 1 year 10 months 24 days | 2 years 7 months 6 days |
Weighted Average Principal Subordination (as percent) | 63.50% | 52.20% |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Carrying Values and Estimated Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 63,867 | $ 47,786 |
Carrying Value | ||
Assets | ||
Real estate securities, available-for-sale | 3,414 | 3,223 |
Cash and cash equivalents | 63,867 | 47,786 |
Restricted cash, current and noncurrent | 4,151 | 3,047 |
Liabilities | ||
Junior subordinated notes payable | 51,177 | 51,182 |
Estimated Fair Value | ||
Assets | ||
Real estate securities, available-for-sale | 3,414 | 3,223 |
Cash and cash equivalents | 63,867 | 47,786 |
Restricted cash, current and noncurrent | 4,151 | 3,047 |
Liabilities | ||
Junior subordinated notes payable | $ 27,445 | $ 18,591 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Significant Unobservable Inputs) (Details) - ABS - Non-Agency RMBS $ in Thousands | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Amortized Cost Basis | $ 2,159 | $ 1,755 |
Real Estate Securities Available For Sale | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Amortized Cost Basis | 2,159 | |
Fair Value | $ 3,414 | |
Real Estate Securities Available For Sale | Discount Rate | Weighted Average | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Debt securities, significant input (as percent) | 0.110 | |
Real Estate Securities Available For Sale | Prepayment Speed | Weighted Average | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Debt securities, significant input (as percent) | 0.075 | |
Real Estate Securities Available For Sale | Cumulative Default Rate | Weighted Average | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Debt securities, significant input (as percent) | 0.028 | |
Real Estate Securities Available For Sale | Loss Severity | Weighted Average | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Debt securities, significant input (as percent) | 0.650 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS (Change in Fair Value of Level 3 Investments) (Details) - Level 3 Market Quotations (Unobservable) - Measured on a Recurring Basis - ABS - Non-Agency RMBS | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Beginning balance | $ 3,223,000 |
Total gains (losses) | |
Included in other comprehensive income (loss) | (214,000) |
Amortization included in interest income | 425,000 |
Purchases, sales and repayments | |
Proceeds | (20,000) |
Ending balance | 3,414,000 |
Purchases | 0 |
Sales | $ 0 |
EQUITY AND EARNINGS PER SHARE_2
EQUITY AND EARNINGS PER SHARE (Outstanding Options) (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of Options | |
Balance, beginning balance (in shares) | shares | 4,935,732 |
Exercised (in shares) | shares | (1,353,184) |
Balance, ending balance (in shares) | shares | 3,582,548 |
Exercisable (in shares) | shares | 2,578,926 |
Weighted Average Strike Price | |
Beginning balance (in dollars per share) | $ / shares | $ 2.57 |
Exercised (in dollars per share) | $ / shares | 1 |
Ending balance (in dollars per share) | $ / shares | 3.17 |
Exercisable (in dollars per share) | $ / shares | $ 3.24 |
Weighted Average Life Remaining (in years) | |
Outstanding | 1 year 10 months 17 days |
Exercisable | 1 year 11 months 8 days |
EQUITY AND EARNINGS PER SHARE_3
EQUITY AND EARNINGS PER SHARE (Outstanding Options Summary) (Details) - $ / shares | Feb. 02, 2021 | Apr. 30, 2018 | Feb. 28, 2017 | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction | |||||
Stock options outstanding (in shares) | 3,582,548 | 4,935,732 | |||
Weighted average strike price (in dollars per share) | $ 3.17 | $ 2.57 | |||
Exercised (in shares) | 1,353,184 | ||||
Exercised (in dollars per share) | $ 1 | ||||
Shares issued from equity raise (in shares) | 23,285,553 | ||||
Held by a former Manager | |||||
Related Party Transaction | |||||
Stock options outstanding (in shares) | 2,578,593 | ||||
Exercised (in shares) | 1,353,184 | ||||
Exercised (in dollars per share) | $ 1 | ||||
Shares issued from equity raise (in shares) | 916,783 | ||||
Issued to the former Manager and subsequently transferred to certain of the Manager’s employees | |||||
Related Party Transaction | |||||
Stock options outstanding (in shares) | 1,003,622 | ||||
Shares granted (shares) | 1,152,495 | 1,152,495 | |||
Issued to the independent directors | |||||
Related Party Transaction | |||||
Stock options outstanding (in shares) | 333 |
EQUITY AND EARNINGS PER SHARE_4
EQUITY AND EARNINGS PER SHARE (Summary of RSUs) (Details) - RSUs | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 259,238 |
Vested/Released (in shares) | shares | (68,251) |
Forfeited (in shares) | shares | (53,002) |
Ending balance (in shares) | shares | 137,985 |
Weighted Average Grant Date Fair Value (per unit) | |
Beginning balance (in dollars per share) | $ / shares | $ 3.72 |
Vested/Released (in dollars per share) | $ / shares | 4.60 |
Forfeited (in dollars per share) | $ / shares | 3.74 |
Ending balance (in dollars per share) | $ / shares | $ 3.27 |
EQUITY AND EARNINGS PER SHARE_5
EQUITY AND EARNINGS PER SHARE (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 05, 2021 | Oct. 29, 2021 | Aug. 09, 2021 | Jul. 30, 2021 | May 07, 2021 | Apr. 29, 2021 | Mar. 12, 2021 | Feb. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Class of Stock | |||||||||||||
Dividends paid | $ 1,400 | $ 1,400 | |||||||||||
Shares issued (in shares) | 23,285,553 | ||||||||||||
Proceeds from issuance of common stock | $ 54,600 | $ 53,905 | $ 0 | ||||||||||
Underwriters discount | 2,900 | ||||||||||||
Stock issuance cost | $ 600 | ||||||||||||
Subsequent event | |||||||||||||
Class of Stock | |||||||||||||
Dividends paid | $ 1,400 | ||||||||||||
Board of Directors Chairman | |||||||||||||
Class of Stock | |||||||||||||
Shares issued (in shares) | 672,780 | ||||||||||||
Common stock equivalents | |||||||||||||
Class of Stock | |||||||||||||
Dilutive common stock equivalents (in shares) | 450,498 | ||||||||||||
Series B Cumulative Redeemable Preferred Stock | |||||||||||||
Class of Stock | |||||||||||||
Preferred stock, dividend rate (as percent) | 9.75% | 9.75% | 9.75% | 9.75% | 9.75% | ||||||||
Dividends declared per share of preferred stock (in dollars per share) | $ 0.609375 | $ 0.609375 | $ 0.609375 | ||||||||||
Series B Cumulative Redeemable Preferred Stock | Subsequent event | |||||||||||||
Class of Stock | |||||||||||||
Preferred stock, dividend rate (as percent) | 9.75% | ||||||||||||
Dividends declared per share of preferred stock (in dollars per share) | $ 0.609375 | ||||||||||||
Series C Cumulative Redeemable Preferred Stock | |||||||||||||
Class of Stock | |||||||||||||
Preferred stock, dividend rate (as percent) | 8.05% | 8.05% | 8.05% | 8.05% | 8.05% | ||||||||
Dividends declared per share of preferred stock (in dollars per share) | $ 0.503125 | $ 0.503125 | $ 0.503125 | ||||||||||
Series C Cumulative Redeemable Preferred Stock | Subsequent event | |||||||||||||
Class of Stock | |||||||||||||
Preferred stock, dividend rate (as percent) | 8.05% | ||||||||||||
Dividends declared per share of preferred stock (in dollars per share) | $ 0.503125 | ||||||||||||
Series D Cumulative Redeemable Preferred Stock | |||||||||||||
Class of Stock | |||||||||||||
Preferred stock, dividend rate (as percent) | 8.375% | 8.375% | 8.375% | 8.375% | 8.375% | ||||||||
Dividends declared per share of preferred stock (in dollars per share) | $ 0.523438 | $ 0.523438 | $ 0.523438 | ||||||||||
Series D Cumulative Redeemable Preferred Stock | Subsequent event | |||||||||||||
Class of Stock | |||||||||||||
Preferred stock, dividend rate (as percent) | 8.375% | ||||||||||||
Dividends declared per share of preferred stock (in dollars per share) | $ 0.523438 | ||||||||||||
Preferred Stock | |||||||||||||
Class of Stock | |||||||||||||
Cumulative preferred stock unpaid dividend | $ 5,600 | $ 5,600 | |||||||||||
Stock options | |||||||||||||
Class of Stock | |||||||||||||
Stock-based compensation expense (adjustment) | 200 | $ 300 | 600 | 200 | |||||||||
Unrecognized stock-based compensation expense | 500 | $ 500 | |||||||||||
Unrecognized stock-based compensation expense, period for recognition | 1 year 3 months 18 days | ||||||||||||
Stock-based compensation expense | $ 200 | $ 300 | $ 600 | $ 200 | |||||||||
Dilutive common stock equivalents (in shares) | 0 | 0 | 0 | 0 | |||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Class of Stock | |||||||||||||
Stock-based compensation expense (adjustment) | $ 100 | $ 200 | $ 300 | $ 500 | |||||||||
Unrecognized stock-based compensation expense | 200 | $ 200 | |||||||||||
Unrecognized stock-based compensation expense, period for recognition | 5 months 23 days | ||||||||||||
Shares issued upon vesting (in shares) | 68,251 | ||||||||||||
Stock-based compensation expense | $ 100 | $ 200 | $ 300 | $ 500 | |||||||||
Dilutive common stock equivalents (in shares) | 0 | 0 | 0 | 0 | |||||||||
Restricted Stock Units (RSUs) | Common stock equivalents | |||||||||||||
Class of Stock | |||||||||||||
Dilutive common stock equivalents (in shares) | 329,724 | 584,360 | 632,722 | ||||||||||
Nonemployee | Restricted Stock Units (RSUs) | |||||||||||||
Class of Stock | |||||||||||||
Vesting period | 1 year | ||||||||||||
Granted (in shares) | 0 | ||||||||||||
Shares issued upon vesting (in shares) | 5,423 | ||||||||||||
Employee | Restricted Stock Units (RSUs) | |||||||||||||
Class of Stock | |||||||||||||
Granted (in shares) | 0 | ||||||||||||
Shares issued upon vesting (in shares) | 62,828 |
EQUITY AND EARNINGS PER SHARE_6
EQUITY AND EARNINGS PER SHARE (Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator for basic and diluted earnings per share: | ||||
Loss applicable to common stockholders, basic | $ (10,246) | $ (10,807) | $ (25,909) | $ (70,485) |
Loss applicable to common stockholders, diluted | $ (10,246) | $ (10,807) | $ (25,909) | $ (70,485) |
Denominator: | ||||
Denominator for basic earnings per share - weighted average shares (in shares) | 92,085,846 | 67,212,532 | 88,938,344 | 67,131,827 |
Effect of dilutive securities | ||||
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 92,085,846 | 67,212,532 | 88,938,344 | 67,131,827 |
Basic earnings per share: | ||||
Loss from continuing operations per share of common stock after preferred dividends (in dollars per share) | $ (0.11) | $ (0.16) | $ (0.29) | $ (1.05) |
Loss Applicable to Common Stock, per share (in dollars per share) | (0.11) | (0.16) | (0.29) | (1.05) |
Diluted earnings per share: | ||||
Loss from continuing operations per share of common stock after preferred dividends (in dollars per share) | (0.11) | (0.16) | (0.29) | (1.05) |
Loss Applicable to Common Stock, per share (in dollars per share) | $ (0.11) | $ (0.16) | $ (0.29) | $ (1.05) |
Options | ||||
Effect of dilutive securities | ||||
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 0 |
RSUs | ||||
Effect of dilutive securities | ||||
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 0 |
TRANSACTIONS WITH AFFILIATES _2
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Affiliated Entity | ||
Related Party Transaction | ||
Compensation expense | $ 0.1 | $ 0.2 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Loss Contingencies | |
Operating lease not yet commenced | $ 31.7 |
Operating leases commence (in years) | 10 years |
Cumulative preferred stock unpaid and in arrears | $ 5.6 |
Lower Range | |
Loss Contingencies | |
Lease commencement period (in months) | 0 months |
Upper Range | |
Loss Contingencies | |
Lease commencement period (in months) | 24 months |
Operating leases commence (in years) | 15 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision | $ 616 | $ 498 | $ 1,562 | $ 1,269 | |
Unrecognized tax benefits | $ 1,200 | $ 1,200 | $ 1,200 |