Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 18, 2022 | Jun. 30, 2021 | |
Document Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 304,802,737 | ||
Entity Common Stock, Shares Outstanding | 92,093,425 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive proxy statement for the registrant's 2022 Annual Meeting of Stockholders, to be filed within 120 days of fiscal year-end, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001175483 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Common Stock | |||
Document Information | |||
Title of each class: | Common Stock, $0.01 par value per share | ||
Trading Symbol(s) | DS | ||
Name of 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 Symbol(s) | DS-PB | ||
Name of 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 Symbol(s) | DS-PC | ||
Name of exchange on which registered: | NYSE | ||
8.375% Series D Preferred Stock | |||
Document Information | |||
Title of each class: | 8.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share | ||
Trading Symbol(s) | DS-PD | ||
Name of exchange on which registered: | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Firm ID | 42 |
Auditor Location | Dallas, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 58,286 | $ 47,786 |
Restricted cash | 3,480 | 2,252 |
Accounts receivable, net | 5,563 | 4,446 |
Real estate securities, available-for-sale | 3,486 | 3,223 |
Other current assets | 30,034 | 14,410 |
Total Current Assets | 100,849 | 72,117 |
Restricted cash, noncurrent | 798 | 795 |
Property and equipment, net of accumulated depreciation | 179,260 | 169,425 |
Operating lease right-of-use assets | 181,915 | 192,828 |
Intangibles, net of accumulated amortization | 13,430 | 15,124 |
Other assets | 6,538 | 6,765 |
Total Assets | 482,790 | 457,054 |
Current Liabilities | ||
Obligations under finance leases | 5,400 | 6,470 |
Membership deposit liabilities | 18,039 | 14,692 |
Accounts payable and accrued expenses | 34,469 | 29,596 |
Deferred revenue | 26,301 | 23,010 |
Other current liabilities | 26,524 | 28,217 |
Total Current Liabilities | 110,733 | 101,985 |
Credit facilities and obligations under finance leases - noncurrent | 9,075 | 12,751 |
Operating lease liabilities - noncurrent | 166,031 | 167,837 |
Junior subordinated notes payable | 51,174 | 51,182 |
Membership deposit liabilities, noncurrent | 104,430 | 99,862 |
Deferred revenue, noncurrent | 10,005 | 9,953 |
Other liabilities | 1,487 | 3,447 |
Total Liabilities | 452,935 | 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 December 31, 2021 and 2020 | 61,583 | 61,583 |
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 92,093,425 and 67,323,592 shares issued and outstanding at December 31, 2021 and 2020, respectively | 921 | 673 |
Additional paid-in capital | 3,233,608 | 3,178,704 |
Accumulated deficit | (3,268,876) | (3,232,391) |
Accumulated other comprehensive income | 1,163 | 1,468 |
Total equity of the company | 28,399 | 10,037 |
Noncontrolling interest | 1,456 | 0 |
Total Equity | 29,855 | 10,037 |
Total Liabilities and Equity | $ 482,790 | $ 457,054 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 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) | 92,093,425 | 67,323,592 |
Common stock, shares outstanding (in shares) | 92,093,425 | 67,323,592 |
9.750% Series B 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% |
8.05% Series C 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% |
8.375% Series D 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 - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | |||
Total revenues | $ 281,864 | $ 219,987 | $ 272,064 |
Operating costs | |||
Operating expenses | 222,260 | 188,745 | 229,306 |
Cost of sales - food and beverages | 12,814 | 8,834 | 15,217 |
General and administrative expense | 33,809 | 31,284 | 47,976 |
Depreciation and amortization | 24,018 | 27,152 | 22,396 |
Pre-opening costs | 4,552 | 1,328 | 9,040 |
(Gain) Loss on lease terminations and impairment | 5,035 | (721) | 15,413 |
Total operating costs | 302,488 | 256,622 | 339,348 |
Operating loss | (20,624) | (36,635) | (67,284) |
Other income (expenses) | |||
Interest and investment income | 684 | 565 | 955 |
Interest expense, net | (10,698) | (10,968) | (8,760) |
Other (loss) income, net | 655 | (7,611) | 20,876 |
Total other income (expenses) | (9,359) | (18,014) | 13,071 |
Loss before income tax | (29,983) | (54,649) | (54,213) |
Income tax expense | 1,779 | 1,705 | 641 |
Net loss | (31,762) | (56,354) | (54,854) |
Less: net loss attributable to noncontrolling interest | (393) | 0 | 0 |
Net loss attributable to the Company | (31,369) | (56,354) | (54,854) |
Preferred dividends | (5,580) | (5,580) | (5,580) |
Loss applicable to common stockholders, basic | (36,949) | (61,934) | (60,434) |
Loss applicable to common stockholders, diluted | $ (36,949) | $ (61,934) | $ (60,434) |
Loss Applicable to Common Stock, per share | |||
Basic (in dollars per share) | $ (0.41) | $ (0.92) | $ (0.90) |
Diluted (in dollars per share) | $ (0.41) | $ (0.92) | $ (0.90) |
Weighted Average Number of Shares of Common Stock Outstanding | |||
Basic (in shares) | 89,733,378 | 67,158,745 | 67,039,556 |
Diluted (in shares) | 89,733,378 | 67,158,745 | 67,039,556 |
Golf operations | |||
Revenues | |||
Total revenues | $ 232,560 | $ 189,972 | $ 216,497 |
Sales of food and beverages | |||
Revenues | |||
Total revenues | $ 49,304 | $ 30,015 | $ 55,567 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (31,762) | $ (56,354) | $ (54,854) |
Other comprehensive loss: | |||
Net unrealized (loss) on available-for-sale securities | (305) | (242) | (168) |
Other comprehensive loss | (305) | (242) | (168) |
Total comprehensive loss | (32,067) | (56,596) | (55,022) |
Comprehensive loss attributable to noncontrolling interest | (393) | 0 | 0 |
Comprehensive loss attributable to noncontrolling interest | $ (31,674) | $ (56,596) | $ (55,022) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comp. Income (Loss) | Noncontrolling interest |
Balance, beginning at Dec. 31, 2018 | $ 134,667 | $ (9,831) | $ 61,583 | $ 670 | $ 3,175,843 | $ (3,105,307) | $ (9,831) | $ 1,878 | $ 0 |
Balance, beginning (in shares) at Dec. 31, 2018 | 2,463,321 | 67,027,104 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Dividends declared | (5,580) | (5,580) | |||||||
Stock-based compensation | 1,317 | 1,317 | |||||||
Purchase of common stock (directors) | 24 | $ 1 | 23 | ||||||
Purchase of common stock (directors) (in shares) | 6,000 | ||||||||
Shares issued from options and restricted stock units (in shares) | 35,647 | ||||||||
Comprehensive loss | |||||||||
Net loss | (54,854) | (54,854) | |||||||
Other comprehensive loss | (168) | (168) | |||||||
Total comprehensive loss | (55,022) | ||||||||
Balance, ending at Dec. 31, 2019 | 65,575 | $ 61,583 | $ 671 | 3,177,183 | (3,175,572) | 1,710 | 0 | ||
Balance, ending (in shares) at Dec. 31, 2019 | 2,463,321 | 67,068,751 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Dividends declared | (465) | (465) | |||||||
Stock-based compensation | 1,523 | 1,523 | |||||||
Shares issued from options and restricted stock units | $ 2 | (2) | |||||||
Shares issued from options and restricted stock units (in shares) | 254,841 | ||||||||
Comprehensive loss | |||||||||
Net loss | (56,354) | (56,354) | |||||||
Other comprehensive loss | (242) | (242) | |||||||
Total comprehensive loss | (56,596) | ||||||||
Balance, ending at Dec. 31, 2020 | 10,037 | $ 61,583 | $ 673 | 3,178,704 | (3,232,391) | 1,468 | 0 | ||
Balance, ending (in shares) at Dec. 31, 2020 | 2,463,321 | 67,323,592 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Dividends declared | (5,116) | (5,116) | |||||||
Stock-based compensation | 2,055 | $ 2 | 2,053 | ||||||
Shares issued from options and restricted stock units | 0 | $ 7 | (7) | ||||||
Shares issued from options and restricted stock units (in shares) | 811,500 | ||||||||
Shares issued from equity raise | 53,905 | $ 239 | 53,666 | ||||||
Shares issued from equity raise (in shares) | 23,958,333 | ||||||||
Contributed Capital | 1,041 | (808) | 1,849 | ||||||
Comprehensive loss | |||||||||
Net loss | (31,762) | (31,369) | (393) | ||||||
Other comprehensive loss | (305) | (305) | |||||||
Total comprehensive loss | (32,067) | ||||||||
Balance, ending at Dec. 31, 2021 | $ 29,855 | $ 61,583 | $ 921 | $ 3,233,608 | $ (3,268,876) | $ 1,163 | $ 1,456 | ||
Balance, ending (in shares) at Dec. 31, 2021 | 2,463,321 | 92,093,425 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | |||
Net loss | $ (31,762) | $ (56,354) | $ (54,854) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 24,018 | 27,152 | 22,396 |
Amortization of premium | (576) | (423) | (275) |
Accretion of membership deposit liability | 8,198 | 8,160 | 7,225 |
Amortization of revenue on golf membership deposit liabilities | (2,148) | (1,611) | (1,422) |
Amortization of prepaid golf member dues | (12,744) | (14,311) | (14,569) |
Non-cash operating lease (benefit) expense | (1,221) | 8,421 | 7,043 |
Stock based compensation | 2,055 | 1,523 | 1,317 |
(Gain) Loss on Lease Terminations and Impairment | 5,035 | (1,970) | 15,413 |
Equity in (earnings), net of impairment from equity method investment | 0 | 24,020 | (1,381) |
Other (gains) losses, net | (384) | (15,573) | (19,073) |
Realized and unrealized (gain) loss on investments | 0 | 0 | 0 |
Change in: | |||
Accounts receivable, net, other current assets and other assets - noncurrent | (12,069) | 1,418 | 2,727 |
Accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent | 21,852 | 18,223 | 7,335 |
Net cash provided by (used in) operating activities | 254 | (1,325) | (28,118) |
Cash Flows From Investing Activities | |||
Proceeds from sale of property and equipment | 0 | 35,617 | 62,899 |
Acquisition and additions of property and equipment and intangibles | (32,587) | (10,675) | (74,892) |
Net cash provided by (used in) from investing activities | (32,587) | 24,942 | (11,993) |
Cash Flows From Financing Activities | |||
Preferred stock dividends paid | (4,185) | (1,395) | (5,580) |
Repayments of debt obligations | (6,350) | (5,591) | (7,440) |
Golf membership deposits received | 1,601 | 2,994 | 2,262 |
Issuance of common stock | 53,905 | 0 | 0 |
Other financing activities | (907) | (756) | 14 |
Net cash provided by (used in) financing activities | 44,064 | (4,748) | (10,744) |
Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent | 11,731 | 18,869 | (50,855) |
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, Beginning of Period | 50,833 | 31,964 | 82,819 |
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, End of Period | 62,564 | 50,833 | 31,964 |
Cash paid during the period for income taxes | 1,489 | 176 | 124 |
Cash paid during the period for interest expense | 2,297 | 3,053 | 3,854 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | |||
Preferred stock dividends declared but not paid | 930 | 0 | 930 |
Additions to finance lease assets and liabilities | 1,955 | 6,068 | 12,776 |
Increases (decreases) in accounts payable and accrued expenses related to the purchase of property and equipment | $ (728) | $ 3,260 | $ (7,508) |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Drive Shack Inc., which is referred to in this Annual Report on Form 10-K, as Drive Shack Inc. or the Company, is an owner and operator of golf-related leisure and entertainment venues focused on bringing people together through competitive socializing. The Company, a Maryland corporation, was formed in 2002, and its common stock is traded on the NYSE under the symbol “DS.” The Company conducts its business through the following segments: (i) entertainment golf venues, (ii) traditional golf properties and (iii) corporate. For a further discussion of the reportable segments, see Note 4. As of December 31, 2021, the entertainment golf segment was comprised of six owned or leased entertainment golf venues across four states with locations in Orlando, Florida; West Palm Beach, Florida; Raleigh, North Carolina; Richmond, Virginia, The Colony, Texas, and Charlotte, North Carolina. The Company's traditional golf business is one of the largest operators of golf courses and country clubs in the United States. As of December 31, 2021, the Company owned, leased or managed fifty-five (55) properties across nine states. The corporate segment consists primarily of securities and other investments and executive management. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES GENERAL COVID-19 - In March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (“COVID-19”). In response to 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 in March 2020 in response to the coronavirus ("COVID-19") global pandemic, three Drive Shack entertainment golf venues and all of our traditional golf properties were reopened by the end of the second quarter, subject to locally mandated capacity limitations and operational restrictions. Our entertainment golf venue in Orlando, Florida re-opened in December 2020. The extended length of the COVID-19 pandemic and the related government response have caused, and are continuing to cause, prolonged periods of various operational restrictions and capacity limitations impacting our business operations. In addition, the duration and intensity of the pandemic may result in changes in customer behaviors or preferences. These may lead to increased asset recovery and valuation risks, such as impairment of long-lived and other assets. The extent to which COVID-19 continues to impact our business will depend on future developments, which remain highly uncertain and cannot be predicted, including additional actions taken by various governmental bodies and private enterprises to contain COVID-19 or mitigate its impact, among others. Basis of Accounting — The accompanying Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles or GAAP. The Consolidated Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. The Company consolidates those entities in which it has an investment of 50% or more and has control over significant operating, financial and investing decisions of the entity. Risks and Uncertainties — We plan to develop and construct our entertainment golf business through long term ground leases of existing retail real estate. Developing new entertainment golf venues requires a significant amount of time and resources and poses a number of risks. Construction of new venues may result in cost overruns, delays or unanticipated expenses related to zoning or tax laws. We face competition for potential site locations. Desirable sites may be unavailable or expensive, and the markets in which new venues are located may deteriorate over time. Additionally, the market potential of venues cannot be precisely determined, and our venues may face competition in new markets from unexpected sources. Constructed venues may not perform up to our expectations. Use of Estimates — Our estimates are based on information available to management at the time of preparation of the Consolidated Financial Statements, including the results 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 judgements 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, we do not expect our assessments and assumptions to materially change in the future. Comprehensive Loss and Income — Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. For the Company's purposes, comprehensive income represents primarily net income (loss), as presented in the Consolidated Statements of Operations, adjusted for unrealized gains or losses on securities available-for-sale. As of December 31, 2021 and 2020, accumulated other comprehensive income included net unrealized gain on securities of $1.2 million and $1.5 million, respectively. REVENUE RECOGNITION Golf Operations Entertainment Golf — Revenue from bay play, gameplay, events, and other operating activities (consisting primarily of instruction and merchandise sales) is generally recognized at a point in time which is at the time of sale or when services are rendered and collectability is probable. Traditional Golf — Revenue from green fees, cart rentals, merchandise sales and other operating activities (consisting primarily of range income, banquets and club amenities) is generally recognized at a point in time which is at the time of sale or when services are rendered and collectability is probable. Revenue from membership dues for private club members and The Players Club members is recognized in the month earned. Membership dues received in advance are included in deferred revenue and recognized as revenue ratably over the appropriate period, which is generally twelve months or less for private club members and the following month for The Players Club members. The membership dues are generally structured to cover the club operating costs and membership services. Private country club members generally pay an advance initiation fee upon their acceptance as a member to the respective country club. Initiation fees are non-refundable after the date of acceptance as a member and recorded as revenue over the expected life of an active membership, which is estimated to be seven years. The initiation fee revenue is deferred and recognized in the Consolidated Statements of Operations on a straight-line basis over the expected life of an active membership, which is estimated to be seven years. The determination of the estimated average expected life of an active membership is based on company-specific historical data and involves judgment and estimation. Until 2021, private country club members generally paid an advance initiation deposit which was refundable 30 years after the date of acceptance as a member. The difference between the initiation deposit paid by the member and the present value of the refund obligation is deferred and recognized into revenue in the Consolidated Statements of Operations on a straight-line basis over the seven year expected life of an active membership. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30-year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations. Revenue from the reimbursement of certain operating costs incurred at the Company’s managed traditional golf properties is recognized at the time the associated operating costs are incurred as collectability is probable per the terms of the management contracts and the repayment histories of the property owners. Seasonality Seasonality can affect our results of operations. Our traditional golf business is subject to seasonal fluctuations as colder temperatures and shorter days reduce the demand for outdoor activities. As a result, the traditional golf business generates a disproportionate share of its annual revenue in the second and third quarters of each year. In addition, our Drive Shack and Puttery venues could be significantly impacted on a season-to-season basis, based on corporate event and social gathering volumes during holiday seasons and school vacation schedules. For this reason, a quarter-to-quarter comparison may not be a good indicator of our current and/or future performance. Sales of Food and Beverages — Revenue from food and beverage sales is recorded at the time of sale, net of discounts. Realized and Unrealized (Gain) Loss on Investments and Other Income (Loss), Net — These items are comprised of the following: Year Ended December 31, 2021 2020 2019 Gain on sale of traditional golf properties, net (A) $ — $ 16,447 $ 19,338 Collateral management fee income, net 191 259 440 Equity in earnings, net of impairment from equity method investments (B) — (24,020) 1,381 Other income (loss) 464 (297) (283) Other income (loss), net $ 655 $ (7,611) $ 20,876 (A) During the year ended December 31, 2020, the Company sold one traditional golf property, resulting in net proceeds of $33.6 million. This property had a carrying value of $17.0 million and resulted in a gain of $16.6 million. During the year ended December 31, 2019, the Company sold eleven traditional golf properties, resulting in net proceeds of $74.3 million. These traditional golf properties had a carrying value of $54.7 million and resulted in a gain on sale of $19.4 million. (B) Equity in earnings, net of impairment from equity method investments - During the year ended December 31, 2020, the Company recorded an other-than-temporary impairment charge of $24.7 million on the Company's equity method investment. EXPENSE RECOGNITION Operating Expenses — Operating expenses consist primarily of payroll, utilities, repairs and maintenance, supplies, marketing, technology support and operating lease rent expense. A majority of the properties and related facilities are leased under long-term operating leases. See Note 6 for additional information. General and Administrative Expense — General and administrative expense consists of costs associated with corporate and administrative functions that support development and operations. Pre-Opening Costs — Pre-opening costs are expensed as incurred and consist primarily of employee payroll, marketing expenses, operating lease costs, travel and related expenses, training costs, food, beverage and other restaurant operating expenses incurred prior to opening an entertainment golf venue. Deferred Costs — Deferred costs consist primarily of costs incurred in obtaining financing which are amortized into interest expense over the term of such financing using either the straight-line basis or the interest method. Deferred financing costs are presented as a direct deduction from the carrying amount of the related debt liability. Interest Expense, Net — The Company financed traditional golf and corporate using both fixed and floating rate debt, including mortgage loans and other financing vehicles. Certain of this debt has been issued at a discount. Discounts are accreted into interest expense on the effective yield or interest method, based upon a comparison of actual and expected cash flows, through the expected maturity date of the financing. See Note 8 for additional information. Stock-Based Compensation Expense — The Company maintains an equity incentive plan under which non-qualified stock options, incentive stock options, and restricted stock units or RSUs are granted to employees and non-employee directors. Stock options and RSUs are expensed based on the fair value on the date of grant and amortized on a straight-line basis over the requisite service period. The fair value of RSUs is determined using the stock price on the date of grant. The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model. Unvested stock options and RSUs are forfeited by non-employee directors upon their departure from the board of directors and forfeited by employees upon their termination. All stock-based compensation expense is recorded as general and administrative expense in the Consolidated Statements of Operations. See Note 11 for additional information. BALANCE SHEET MEASUREMENT Property and Equipment, Net — Real estate related improvements and equipment are recorded at cost less accumulated depreciation. Costs that both materially add value to an asset and extend the useful life of an asset by more than a year are capitalized which may include significant renovations, remodels and major repairs. Costs that do not meet this criteria, such as minor repairs and routine maintenance, are expensed as incurred. Depreciation is calculated using the straight-line method based on the lesser of the following estimated useful lives or the lease term: Buildings and improvements 10-40 years Finance leases - equipment 2-6 years Furniture, fixtures, and equipment 2-7 years The Company leases certain golf carts and other equipment that are classified as finance lease ROUs. The value of finance leases is recorded as an asset on the balance sheet, along with a liability related to the present value of associated payments. Depreciation of finance lease assets is calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms. The cost of equipment under finance leases is recorded in "Property and equipment, net of accumulated depreciation" on the Consolidated Balance Sheets. Payments under the leases are treated as reductions of the obligations under finance leases, with a portion being recorded as interest expense under the effective interest method. Real Estate, Held-for-Sale — Long-lived assets to be disposed of by sale, which meet certain criteria, are reclassified to real estate held-for-sale and measured at the lower of their carrying amount or fair value less costs of sale. The Company suspends depreciation and amortization for assets held-for-sale. Subsequent changes to the estimated fair value less costs to sell could impact the measurement of assets held-for-sale. Decreases below carrying value are recognized as an impairment loss and recorded in "Impairment and other losses" on the Consolidated Statements of Operations. To the extent the fair value increases, any previously reported impairment is reversed to the extent of the impairment taken. On March 7, 2018, the Company announced it was actively pursuing the sale of 26 owned traditional golf properties in order to generate capital for reinvestment in the entertainment golf business. On October 16, 2020, the Company completed the sale of the last held-for-sale traditional golf property for a sale price of $34.5 million and received net cash proceeds of approximately $33.6 million. As of December 31, 2021 and 2020, the Company does not classify any traditional golf property as held-for-sale. Real Estate Securities — The Company invested in securities, including real estate related asset backed securities which are classified as available-for-sale. Securities available-for-sale are carried at fair market value with the net unrealized gains or losses reported as a separate component of accumulated other comprehensive income. At disposition, the net realized gain or loss is determined on the basis of the cost of the specific investments and is included in earnings. Unrealized losses on securities are charged to earnings if there is an intent to sell or if they reflect a decline in value that is other-than-temporary. Income on these securities is recognized using a level yield methodology based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. Impairment of Securities — The Company continually evaluates securities for impairment. Securities are considered to be other-than-temporarily impaired, for financial reporting purposes, whenever there has been a probable adverse change in the timing or amounts of expected cash flows. The Company must record a write-down if it has the intent to sell a given security in an unrealized loss position, or if it is more likely than not that it will be required to sell such a security. Upon determination of impairment, the Company records a direct write-down for securities based on the estimated fair value of the security or underlying collateral using a discounted cash flow analysis or based on an observable market value. Actual losses may differ from the Company’s estimates. Leasing Arrangements — The Company evaluates at lease inception whether an arrangement is or contains a lease by providing the Company with the right to control an asset. Operating leases are accounted for on the balance sheet with the Right of Use (“ROU”) assets and lease liabilities recognized in "Operating lease right-of-use assets," "Other current liabilities" and "Operating lease liabilities - noncurrent" in the Consolidated Balance Sheets. Finance lease ROU assets, current lease liabilities and noncurrent lease liabilities are recognized in "Property and equipment, net of accumulated depreciation," and "Obligations under finance leases" and "Credit facilities and obligations under finance leases - noncurrent" in the Consolidated Balance Sheets, respectively. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined using a portfolio approach based on the rate of interest that the Company would pay to borrow an amount equal to the lease payments for a similar term and in a similar economic environment on a collateralized basis. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid rent, and lease incentives received. ROU assets for operating leases are subsequently amortized over the initial lease term into lease cost on a straight-line basis less imputed interest on the lease liabilities. Depreciation of the finance lease ROU assets are subsequently calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms and recorded in "Depreciation and amortization" on the Consolidated Statements of Operations. In addition to the fixed minimum payments required under the lease arrangements, certain leases require variable lease payments, which are payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments as well as payment of taxes assessed against the leased property. The leases generally also require the payment for the cost of insurance and maintenance. Variable lease payments are recognized when the associated activity occurs and the contingency is resolved. The Company has elected to combine lease and non-lease components for all lease contracts. Intangibles, Net — Intangible assets consist primarily of management contracts, membership base and internally-developed software. The management contract intangible represents the Company’s golf course management contracts for both leased and managed properties. The management contract intangible for leased and managed properties was valued using the discounted cash flow method under the income approach and is amortized over the term of the underlying lease or management agreements, respectively. The membership base intangible represents the Company’s relationship with its private country club members. The membership base intangible was valued using the multi-period excess earnings method under the income approach and is amortized over the expected life of an active membership. Internally-developed software represents proprietary software developed for the Company’s exclusive use. Internally-developed software is amortized over the expected useful life of the software. Amortization of intangible assets is included within depreciation and amortization in the Consolidated Statements of Operations. Amortization of all intangible assets is calculated using the straight-line method based on the following estimated useful lives: Trade name 30 years Management contracts 2 - 26 years Internally-developed software 3 - 5 years Membership base 7 years Liquor licenses Nonamortizable Impairment of Long-lived Assets — The Company periodically reviews the carrying amounts of its long-lived assets or asset groups, as well as finite-lived intangible assets and right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. The assessment of recoverability is based on management’s estimates by comparing the sum of the estimated undiscounted cash flows generated by the underlying asset, or other appropriate grouping of assets, to its carrying value to determine whether an impairment existed at its lowest level of identifiable cash flows. If the carrying amount is greater than the expected undiscounted cash flows, the assets are considered impaired and an impairment is recognized to the extent the carrying value of such asset exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Membership Deposit Liabilities — Private country club members in our traditional golf business generally pay an advance initiation fee upon their acceptance as a member to the respective country club. Initiation fees are non-refundable and recorded as revenue over the expected seven year life of an active membership. Until 2021, private country club members generally paid an advance initiation deposit upon their acceptance as a member to the respective country club that is refundable 30 years after the date of acceptance as a member. The difference between the initiation deposit paid by the member and the present value of the refund obligation is deferred and recognized into Golf operations revenue in the Consolidated Statements of Operations on a straight-line basis over the expected life of an active membership, which is estimated to be seven years. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30-year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations. In 2001 and 2002 American Golf Corporation, when it was owned by a previous owner, entered into an Assumption Agreement and Amended and Restated Membership Deposit Assumption Agreement, respectively, with two trusts established by a previous owner of the American Golf Corporation (the “Trusts”) under which the Trusts agreed to unconditionally assume the obligations of American Golf to refund certain membership deposit liabilities in exchange for shares in the American Golf Corporation. The membership deposit liabilities assumed were refundable 30 years from the date of acceptance of the member with the first liabilities assumed by the Trusts becoming refundable in 2020. The total redemption value of membership deposit liabilities assumed by the Trusts was $158.4 million. Because of the substantial time period between the assumption of the liabilities and the first liabilities becoming refundable the inability to verify and monitor the assets of the Trusts to ensure the ability to perform under the terms of the assumption agreements, the fact that the Trusts are not required to maintain any assets that would support such performance and the Trust settlor was not required contractually to fund the Trust, no asset was recorded at the time of our acquisition of American Golf Corporation in recognition of this assumption agreement for the $158.4 million of liability assumed by the Trusts. The Company does not have the ability to determine the likelihood that the Trusts will meet its obligations. Should the Trusts not fulfill its obligations, the Company would be responsible for refunding the outstanding balance of the membership deposit liability and therefore, recognizes these membership deposit liabilities on its balance sheet. As of December 31, 2021 the Trusts had refunded a total of approximately $0.3 million of membership deposit liabilities under the terms of the assumption agreements. Other Investment — The Company owns an approximately 22% economic interest in a limited liability company which owns preferred equity in a commercial entertainment and retail real estate project. The Company accounts for this investment as an equity method investment. As of December 31, 2021 the carrying value of this investment was zero. The Company evaluates its equity method investment for other than temporary impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. The evaluation of recoverability is based on management’s assessment of the financial condition and near term prospects of the real estate project, the length of time and the extent to which the market value of the investment has been less than cost, availability and cost of financing, demand for space, competition for tenants, guest visits, changes in market rental rates, and net operating results. The operations and ongoing construction at the commercial real estate project halted due to the COVID-19 pandemic in mid-March 2020, and the Company recorded an other-than-temporary impairment charge of $24.7 million during the three months ended June 30, 2020. The other-than temporary impairment charge was recorded in "Other income (loss), net" on the Consolidated Statements of Operations. The property reopened to the public with additional entertainment venues and retail shops in October 2020 while following COVID-19 related operational restrictions and capacity limitations and implementing social distancing measures. However, the ability of the commercial real estate project to obtain additional funding to complete the construction and attain the financial results needed to recover any of our investment remains highly uncertain. Cash and Cash Equivalents and Restricted Cash — The Company considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits. The Company has not experienced any losses in the accounts and believe that the Company is not exposed to significant credit risk because the accounts are at major financial institutions. Restricted cash consisted of: December 31, 2021 2020 CDO trustee accounts $ 103 $ 114 Restricted cash for construction-in-progress 1,884 1,182 Restricted cash - traditional golf 1,561 1,566 Restricted cash - entertainment golf 730 185 Restricted cash, current and noncurrent $ 4,278 $ 3,047 Accounts Receivable, Net — Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts of $0.9 million and $0.9 million as of December 31, 2021 and 2020, respectively. 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: December 31, 2021 2020 Managed property receivables 19,316 3,236 Prepaid expenses 2,524 3,158 Deposits 1,827 767 Inventory 2,229 1,950 Miscellaneous current assets, net 4,138 5,299 Other current assets $ 30,034 $ 14,410 Managed Property Receivables – Managed property receivables consists of amounts due from traditional golf managed properties. Prepaid Expenses – Prepaid expenses consists primarily of prepaid insurance and prepaid rent and are expensed over the usage period of the goods or services. Deposits – Deposits consist primarily of property lease security deposits. Inventory – Inventory is valued at the lower of cost or market. Cost is determined on the first-in, first-out (“FIFO”) method. Inventories consist primarily of food, beverages and merchandise for sale. Other Assets The following table summarizes the Company's other assets: December 31, 2021 2020 Prepaid expenses $ 2,156 $ 2,154 Deposits 3,335 2,504 Miscellaneous assets, net 1,047 2,107 Other assets $ 6,538 $ 6,765 Accounts Payable and Accrued Expenses — Accounts payable reflect expenses related to goods and services received that have not yet been paid and accrued expenses reflect expenses related to goods received and services performed for which invoices have not yet been received. Deferred Revenue — Payments received in advance of the performance of services are recorded as deferred revenue until the services are performed. Other Current Liabilities The following table summarizes the Company's other current liabilities: December 31, 2021 2020 Operating lease liabilities $ 16,519 $ 19,894 Accrued rent 3,455 4,318 Dividends payable 930 — Miscellaneous current liabilities 5,620 4,005 Other current liabilities $ 26,524 $ 28,217 Operating Lease Liabilities – Operating lease liabilities relate to ground leases and/or related facilities and office leases. See Note 6 for additional information Accrued Rent - Accrued rent primarily relates to amounts accrued or owed for variable lease costs Dividends Payable – Represents dividends declared but not paid. Stock Options — Stock options granted to the Company’s employees and non-employee directors were recorded as an increase in equity. See Note 11 for additional information. Restricted Stock Units or RSUs — The fair value of the RSUs issued to the Company's employees and independent directors as part of annual compensation were recorded as an increase in equity. See Note 11 for additional information. Preferred Stock — The Company’s accounting policy for its preferred stock is described in Note 11. Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the periods in which the temporary differences are expected to reverse. A valuation allowance is recognized if the Company determines it is more likely than not that all or a portion of a deferred tax asset will not be recognized. The Company recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated Statements of Operations. See Note 14 for additional information. Amortization of Discount and Premium and Other Amortization — As reflected in the Consolidated Statements of Cash Flows, these items are comprised of the following: Year Ended December 31, 2021 2020 2019 Accretion of net premium on securities, loans and other investments $ (568) $ (413) $ (267) Amortization of net discount on debt obligations and deferred financing costs (8) (10) (8) Amortization of discount and premium $ (576) -576000 $ (423) $ (275) Amortization of leasehold intangibles $ — $ — $ — Accretion of membership deposit liability 8,198 8,160 7,225 Other amortization $ 8,198 $ 8,160 $ 7,225 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 will be for annual periods beginning after December 15, 2020, with early adoption permitted. The various amendments in the standard are applied on a retrospective basis, modified retrospective basis and prospective basis, depending on the amendment. The Company determined that the new guidance has no impact on its Consolidated Financial Statements. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 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, gameplay, events and sales of food, beverages and merchandise. Revenue from membership dues is recognized in the month earned. Membership dues received in advance are included in deferred revenue and recognized as revenue ratably over the appropriate period, which is generally twelve months or less for private club members and the following month for The Players Club members. The Company’s revenue is all generated within the entertainment and traditional golf segments. The following table disaggregates revenue by category: entertainment golf venues, public and private golf properties (owned and leased) and managed golf properties. For Year Ended December 31, 2021 2020 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Corporate Total Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations $ 20,427 $ 100,569 $ 49,164 $ 62,337 $ 63 $ 232,560 $ 10,536 $ 78,389 $ 44,872 $ 56,175 $ 189,972 Sales of food and beverages 24,623 18,031 6,650 — — 49,304 14,713 9,945 5,357 — 30,015 Total revenues $ 45,050 $ 118,600 $ 55,814 $ 62,337 $ 63 $ 281,864 $ 25,249 $ 88,334 $ 50,229 $ 56,175 $ 219,987 (A) Includes $54.4 million and $50.4 million for the years ended December 31, 2021 and 2020, respectively, due to management contract reimbursements reported under revenue accounting standard, ASC 606. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Company currently has three reportable segments: (i) entertainment golf venues, (ii) traditional golf properties, and (iii) corporate. The chief operating decision maker (“CODM”) for each segment is the Chief Executive Officer and President, who reviews discrete financial information for each reportable segment to manage the Company, including resource allocation and performance assessment. The Company'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 and Puttery venues that feature indoor putting courses anchored by bars and other social spaces as well as a full-service kitchen that will serve to create engaging and fun experiences for guests. As of December 31, 2021, the Company owned or leased four Drive Shack venues across three states which are located in Orlando, Florida; West Palm Beach, Florida; Raleigh, North Carolina; and Richmond, Virginia, and leased two Puttery venues located in The Colony, Texas and Charlotte, North Carolina. The Company's traditional golf business is one of the largest operators of golf courses and country clubs in the United States. As of December 31, 2021, the Company owned, leased or managed fifty-five (55) traditional golf properties across nine states. The corporate segment consists primarily of investments in loans and securities, interest income on short-term investments, general and administrative expenses as a public company, interest expense on the junior subordinated notes payable (Note 8) and income tax expense (Note 14). Summary financial data on the Company’s segments is given below, together with reconciliation to the same data for the Company as a whole: Entertainment Golf Traditional Golf Corporate Total Year Ended December 31, 2021 Revenues Golf operations $ 20,427 $ 212,070 $ 63 $ 232,560 Sales of food and beverages 24,623 24,681 49,304 Total revenues 45,050 236,751 63 281,864 Operating costs Operating expenses 25,427 196,819 14 222,260 Cost of sales - food and beverages 5,727 7,087 — 12,814 General and administrative expense (A) 12,287 10,414 11,108 33,809 Depreciation and amortization 11,938 11,656 424 24,018 Pre-opening costs (C) 4,551 — 1 4,552 Impairment and other losses 36 1,812 3,187 5,035 Total operating costs 59,966 227,788 14,734 302,488 Operating income (loss) (14,916) 8,963 (14,671) (20,624) Other income (expenses) Interest and investment income — 71 613 684 Interest expense (D) (319) (9,095) (1,284) (10,698) Other income (loss), net 9 468 178 655 Total other income (expenses) (310) (8,556) (493) (9,359) Income tax expense 1 1,778 1,779 Net income (loss) (15,227) 407 (16,942) (31,762) Less: net loss attributable to NCI (393) — — (393) Net income (loss) attributable to the company (14,834) 407 (16,942) (31,369) Preferred dividends (5,580) (5,580) Net income (loss) applicable to common stockholders $ (14,834) $ 407 $ (22,522) $ (36,949) Entertainment Golf Traditional Golf Corporate (E) Total December 31, 2021 Total assets $ 180,729 $ 260,003 $ 42,058 $ 482,790 Total liabilities 50,739 339,443 62,753 452,935 Preferred stock — — 61,583 61,583 Noncontrolling interest — — 1,456 1,456 Equity (loss) attributable to common stockholders $ 129,990 $ (79,440) $ (83,734) $ (33,184) Additions to property and equipment (including finance leases) during the year ended December 31, 2021 $ 24,344 $ 7,670 $ 375 $ 32,389 Summary segment financial data (continued). Entertainment Golf Traditional Golf Corporate Total Year Ended December 31, 2020 Revenues Golf operations $ 10,536 $ 179,436 $ — $ 189,972 Sales of food and beverages 14,713 15,302 — 30,015 Total revenues 25,249 194,738 — 219,987 Operating costs Operating expenses 19,525 169,220 — 188,745 Cost of sales - food and beverages 3,744 5,090 — 8,834 General and administrative expense (A) 8,869 9,661 9,478 28,008 General and administrative expense - acquisition and transaction expenses (B) 1,885 210 1,181 3,276 Depreciation and amortization 11,960 14,903 289 27,152 Pre-opening costs (C) 1,328 — — 1,328 Impairment and other losses (gains) (1,960) 1,239 — (721) Total operating costs 45,351 200,323 10,948 256,622 Operating loss (20,102) (5,585) (10,948) (36,635) Other income (expenses) Interest and investment income 1 77 487 565 Interest expense (D) (389) (9,009) (1,648) (11,046) Capitalized interest (D) — 22 56 78 Other income (loss), net — 16,164 (23,775) (7,611) Total other income (expenses) (388) 7,254 (24,880) (18,014) Income tax expense 75 (19) 1,649 1,705 Net income (loss) (20,565) 1,688 (37,477) (56,354) Preferred dividends — — (5,580) (5,580) Loss applicable to common stockholders $ (20,565) $ 1,688 $ (43,057) $ (61,934) Traditional Golf Traditional Golf Corporate (E) Total December 31, 2020 Total assets 178,132 267,033 11,889 457,054 Total liabilities 38,717 345,340 62,960 447,017 Preferred stock — — 61,583 61,583 Equity (loss) attributable to common stockholders $ 139,415 $ (78,307) $ (112,654) $ (51,546) Additions to property and equipment (including finance leases) during the year ended December 31, 2020 $ 9,447 $ 8,932 $ 764 $ 19,143 Summary segment financial data (continued). Traditional Golf Traditional Golf Corporate Total Year Ended December 31, 2019 Revenues Golf operations $ 7,806 $ 208,691 $ — $ 216,497 Sales of food and beverages 11,974 43,593 — 55,567 Total revenues 19,780 252,284 — 272,064 Operating costs Operating expenses 16,403 212,903 — 229,306 Cost of sales - food and beverages 2,984 12,233 — 15,217 General and administrative expense (A) 14,081 16,812 12,008 42,901 General and administrative expense - acquisition and transaction expenses (B) 3,490 798 787 5,075 Depreciation and amortization 5,935 16,266 195 22,396 Pre-opening costs (C) 9,040 — — 9,040 Impairment and other losses 10,196 5,217 — 15,413 Total operating costs 62,129 264,229 12,990 339,348 Operating (loss) income (42,349) (11,945) (12,990) 0 (67,284) Other income (expenses) Interest and investment income 321 105 529 955 Interest expense (D) (355) (8,238) (2,415) (11,008) Capitalized interest (D) — 586 1,662 2,248 Other income, net — 19,069 1,807 20,876 Total other income (expenses) (34) 11,522 1,583 13,071 Income tax expense 62 8 571 641 Net loss (42,445) (431) (11,978) (54,854) Preferred dividends — — (5,580) (5,580) Loss applicable to common stockholders $ (42,445) $ (431) $ (17,558) $ (60,434) (A) General and administrative expenses include severance expense in the amount of $0.3 million, $1.1 million and $2.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. (B) Acquisition and transaction expense includes costs related to completed and potential acquisitions and transactions and strategic initiatives which may include advisory, legal, accounting and other professional or consulting fees. (C) Pre-opening costs are expensed as incurred and consist primarily of site-related marketing expenses, lease expense, employee payroll, travel and related expenses, training costs, food, beverage and other operating expenses incurred prior to opening an entertainment golf venue. (D) Interest expense includes the accretion of membership deposit liabilities in the amount of $8.2 million, $7.2 million and $7.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Interest expense and capitalized interest total to interest expense, net on the Consolidated Statements of Operations. (E) Total assets in the corporate segment includes an equity method investment in the amount of zero and $24.0 million as of December 31, 2021 and 2020, respectively, recorded in other investments on the Consolidated Balance Sheets. See Note 2 for additional information. |
PROPERTY AND EQUIPMENT, NET OF
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION | 12 Months Ended |
Dec. 31, 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: December 31, 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 155,086 (46,399) 108,687 142,635 (40,198) 102,437 Furniture, fixtures and equipment 56,809 (28,821) 27,988 51,622 (24,422) 27,200 Finance leases - equipment 29,886 (15,602) 14,284 34,339 (15,296) 19,043 Construction in progress 21,531 — 21,531 13,975 — 13,975 Total Property and Equipment $ 270,082 $ (90,822) $ 179,260 $ 249,341 $ (79,916) $ 169,425 Depreciation is calculated on a straight-line basis using the estimated useful lives detailed in Note 2. Depreciation expense, which included amortization of assets recorded under finance leases, was $22.2 million, $24.4 million and $19.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. In October 2020, the Company sold its remaining traditional golf property classified as held for sale, for $34.5 million, resulting in net proceeds of $33.6 million and recognized a gain on sale of $16.6 million. Below is a summary of the traditional golf properties sold during 2020 and 2019 (in millions). No traditional golf properties were sold during 2021: During the three months ended Number of Golf Properties Sold Sale Price Net Proceeds (A) Transaction Costs Carrying Value Gain (Loss) (B) Management Agreements Executed Subsequent to Sale March 31, 2019 (C) 3 $ 28.7 $ 25.5 $ 0.5 $ 20.3 $ 5.2 1 June 30, 2019 (D) 4 $ 19.7 $ 17.9 $ 0.8 $ 18.3 $ (0.4) 1 September 30, 2019 1 $ 12.5 $ 12.3 $ 0.2 $ 5.2 $ 7.0 1 December 31, 2019 3 $ 19.1 $ 18.6 $ 0.4 $ 10.9 $ 7.7 2 December 31, 2020 1 $ 34.5 $ 33.6 $ 0.9 $ 17.0 $ 16.6 1 (A) Net proceeds are inclusive of transaction costs. (B) The gain (loss) on sale is recorded in pre-tax other income (loss), net on the Consolidated Statements of Operations. (C) The Company received sale proceeds of $17.7 million during the three months ended March 31, 2019, consisting of $18.2 million for the golf properties sold during the three months ended March 31, 2019, and $2.2 million for golf properties that were sold during December 2018, less $2.7 million that was remitted to buyers for golf properties that were sold during December 2018. The Company previously received a $9.4 million cash deposit in 2018 related to a golf property that was sold in 2019. The difference between the sales price and the net proceeds was primarily due to prepaid membership dues that we are obligated to remit to the buyer, including $2.1 million payable to the buyer of a golf property sold during the three months ended March 31, 2019. (D) The Company received sale proceeds of $14.9 million during the three months ended June 30, 2019, consisting of $18.4 million for the golf properties sold during the three months ended June 30, 2019, less $3.5 million that was remitted to buyers for golf properties that were sold in 2018 and the first quarter of 2019. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES On January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective approach, resulting in the recognition of operating lease right-of-use assets and operating lease liabilities of $225.6 million and $205.9 million, respectively, with the difference primarily due to reclassifications of leasehold intangibles and an adjustment to accumulated deficit. The Company's commitments under lease arrangements are primarily ground leases for entertainment golf venues and traditional golf properties and related facilities, office leases and leases for golf carts and equipment. The majority of lease terms for our entertainment golf venues and traditional golf properties and related facilities initially range from 10 to 20 years and include up to eight 5-year renewal options. In addition to minimum payments, certain leases require payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments. The leases generally require the payment of taxes assessed against the leased property and the cost of insurance and maintenance. Certain leases include scheduled increases or decreases in minimum rental payments at various times during the term of the lease. Equipment and golf cart leases initially range between 24 to 66 months and typically contain renewal options which may be on a month-to-month basis. An option to renew a lease is included in the determination of the ROU asset and lease liability when it is reasonably certain that the renewal option will be exercised. As of December 31, 2021, the Company has additional operating leases that have not yet commenced of $53.8 million. Lease related costs recognized in the Consolidated Statements of Operations for the year ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Finance lease cost Amortization of right-of-use assets $ 5,512 $ 6,062 Interest on lease liabilities 1,158 1,142 Total finance lease cost 6,670 7,204 Operating lease cost Operating lease cost 30,195 36,003 Short-term lease cost 255 1,396 Variable lease cost 22,394 11,087 Total operating lease cost 52,844 48,486 Total lease cost $ 59,514 $ 55,690 Other information related to leases included on the Consolidated Balance Sheet as of and for the year ended December 31, 2021 is as follows: Operating Leases Financing Leases Right-of-use assets $ 181,915 $ 14,283 Lease liabilities 182,550 14,275 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows 34,810 1,158 Financing cash flows — 6,350 Right-of-use assets obtained in exchange for lease liabilities 9,806 1,955 Weighted average remaining lease term 14.3 years 3.3 years Weighted average discount rate 8.21 % 6.03 % Future minimum lease payments under non-cancellable leases as of December 31, 2021 are as follows: Operating Leases Financing Leases 2022 $ 31,246 $ 5,897 2023 31,142 4,906 2024 25,142 2,744 2025 22,095 1,544 2026 19,740 600 Thereafter 166,982 14 Total minimum lease payments 296,347 15,705 Less: imputed interest 113,797 1,430 Total lease liabilities $ 182,550 $ 14,275 |
LEASES | LEASES On January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective approach, resulting in the recognition of operating lease right-of-use assets and operating lease liabilities of $225.6 million and $205.9 million, respectively, with the difference primarily due to reclassifications of leasehold intangibles and an adjustment to accumulated deficit. The Company's commitments under lease arrangements are primarily ground leases for entertainment golf venues and traditional golf properties and related facilities, office leases and leases for golf carts and equipment. The majority of lease terms for our entertainment golf venues and traditional golf properties and related facilities initially range from 10 to 20 years and include up to eight 5-year renewal options. In addition to minimum payments, certain leases require payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments. The leases generally require the payment of taxes assessed against the leased property and the cost of insurance and maintenance. Certain leases include scheduled increases or decreases in minimum rental payments at various times during the term of the lease. Equipment and golf cart leases initially range between 24 to 66 months and typically contain renewal options which may be on a month-to-month basis. An option to renew a lease is included in the determination of the ROU asset and lease liability when it is reasonably certain that the renewal option will be exercised. As of December 31, 2021, the Company has additional operating leases that have not yet commenced of $53.8 million. Lease related costs recognized in the Consolidated Statements of Operations for the year ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Finance lease cost Amortization of right-of-use assets $ 5,512 $ 6,062 Interest on lease liabilities 1,158 1,142 Total finance lease cost 6,670 7,204 Operating lease cost Operating lease cost 30,195 36,003 Short-term lease cost 255 1,396 Variable lease cost 22,394 11,087 Total operating lease cost 52,844 48,486 Total lease cost $ 59,514 $ 55,690 Other information related to leases included on the Consolidated Balance Sheet as of and for the year ended December 31, 2021 is as follows: Operating Leases Financing Leases Right-of-use assets $ 181,915 $ 14,283 Lease liabilities 182,550 14,275 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows 34,810 1,158 Financing cash flows — 6,350 Right-of-use assets obtained in exchange for lease liabilities 9,806 1,955 Weighted average remaining lease term 14.3 years 3.3 years Weighted average discount rate 8.21 % 6.03 % Future minimum lease payments under non-cancellable leases as of December 31, 2021 are as follows: Operating Leases Financing Leases 2022 $ 31,246 $ 5,897 2023 31,142 4,906 2024 25,142 2,744 2025 22,095 1,544 2026 19,740 600 Thereafter 166,982 14 Total minimum lease payments 296,347 15,705 Less: imputed interest 113,797 1,430 Total lease liabilities $ 182,550 $ 14,275 |
INTANGIBLES, NET OF ACCUMULATED
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION | 12 Months Ended |
Dec. 31, 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: December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade name $ 721 $ (187) $ 534 $ 700 $ (163) $ 537 Management contracts 28,913 (17,960) 10,953 31,043 (18,427) 12,616 Internally-developed software 417 (143) 274 314 (79) 235 Membership base 4,012 (3,304) 708 5,944 (5,236) 708 Nonamortizable liquor licenses 961 — 961 1,028 — 1,028 Total intangibles $ 35,024 $ (21,594) $ 13,430 $ 39,029 $ (23,905) $ 15,124 Amortization expense for the years ended December 31, 2021, 2020, and 2019 was $1.8 million, $2.7 million and $3.4 million, respectively. The unamortized balance of intangible assets at December 31, 2021 is expected to be amortized as follows: 2022 $ 1,583 2023 1,578 2024 1,189 2025 1,065 2026 804 Thereafter 6,229 Total amortizable intangible assets 12,448 Nonamortizable liquor and other licenses 982 Total intangible assets $ 13,430 |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT OBLIGATIONS | DEBT OBLIGATIONS The following table presents certain information regarding the Company's debt obligations: December 31, 2021 December 31, 2020 Debt Obligation/Collateral Month Issued Outstanding Face Amount Carrying Value Final Stated Maturity Weighted Average Coupon Weighted Average Funding Cost (A) Weighted Average Life (Years) Face Amount of Floating Rate Debt Outstanding Face Amount Carrying Value Credit Facilities and Finance Leases Vineyard II Dec 1993 200 200 Dec 2043 2.43% 2.38 % 22 200 200 200 Finance Leases (Equipment) July 2014 - Dec 2021 14,275 14,275 Jan 2021 - Jul 2027 3.50% to 15.00% 6.03 % 3.3 — 19,021 19,021 14,475 14,475 5.97 % 3.7 200 19,221 19,221 Less current portion of obligations under finance leases 5,400 5,400 6,470 6,470 Credit facilities and obligations under finance leases - noncurrent 9,075 9,075 12,751 12,751 Corporate Junior subordinated notes payable (B) Mar 2006 51,004 51,174 Apr 2035 3-mon LIBOR+2.25% 2.38 % 13.34 51,004 51,004 51,182 Total debt obligations $ 65,479 $ 65,649 3.17 % 11.2 $ 51,204 $ 70,225 $ 70,403 (B) Collateral for this obligation is the Company's general credit. Credit Facilities Traditional golf is obligated under a $0.2 million loan with the City of Escondido, California (“Vineyard II”). The principal amount of the loan is payable in five equal installments upon reaching the "Achievement Date”, which is the date on which the number of rounds of golf played on the property during the previous 36-month period equals or exceeds 240,000. As of December 31, 2021, the Achievement Date has not been reached. The interest rate is adjusted annually and is equal to 1% plus a short-term investment return, as defined in the loan agreement. As of December 31, 2021, the interest rate is 2.43%. Finance Leases - Equipment The Company leases certain golf carts and other equipment under finance lease agreements. The agreements typically provide for minimum rentals plus executory costs. Lease terms range from 36-66 months. Certain leases include bargain purchase options at lease expiration. See Note 6 for the future minimum lease payments required under the finance leases and the present value of the net minimum lease payments as of December 31, 2021. Maturity Table The Company’s debt obligations have contractual maturities as follows: Nonrecourse Recourse Total 2022 $ 5,062 $ — $ 5,062 2023 4,415 — 4,415 2024 2,520 — 2,520 2025 1,445 — 1,445 2026 576 — 576 Thereafter 14 14 Total $ 14,032 $ — $ 14,032 |
REAL ESTATE SECURITIES
REAL ESTATE SECURITIES | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
REAL ESTATE SECURITIES | REAL ESTATE SECURITIES The following is a summary of the Company’s real estate security at December 31, 2021 and 2020, which is classified as available-for-sale and is, therefore, reported at fair value with changes in fair value recorded in other comprehensive loss, except if the security is other-than-temporarily impaired. Amortized Cost Basis Gross Unrealized Weighted Average Asset Type Outstanding Before Other-Than- After Gains Losses Carrying Value Number of Rating Coupon Yield Life Principal December 31, 2021 ABS - Non-Agency RMBS (E) $ 4,000 $ 3,844 $ (1,521) $ 2,323 $ 1,163 $ — $ 3,486 1 CCC 0.68 % 29.16 % 1.61 67.4 % 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 10 regarding the estimation of fair value, which is equal to carrying value for all securities. (B) Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Ratings provided were determined by third party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current. (C) The weighted average life is based on the timing of expected cash flows on the asset. (D) Percentage of the outstanding face amount of the security and residual interest that is subordinate to the Company’s investment. (E) The ABS - Non-Agency RMBS is a floating rate security and the collateral securing it is located in various geographic regions in the U.S. The Company does not have significant investments in any one geographic region. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The following table summarizes the carrying values and estimated fair values of the Company’s financial instruments at December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Carrying Estimated Fair Value Method (A) Carrying Estimated Assets Real estate securities, available-for-sale $ 3,486 $ 3,486 Pricing models - Level 3 $ 3,223 $ 3,223 Cash and cash equivalents 58,286 58,286 47,786 47,786 Liabilities Junior subordinated notes payable $ 51,174 $ 27,625 Pricing models - Level 3 $ 51,182 $ 18,591 (A) Pricing models are used for (i) real estate securities that are not traded in an active market, and, therefore, have little or no price transparency, and for which significant unobservable inputs must be used in estimating fair value, or (ii) debt obligations which are private and untraded. Fair Value Measurements Valuation Hierarchy The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company follows this hierarchy for its financial instruments measured at fair value. Level 1 - Quoted prices in active markets for identical instruments. Level 2 - Valuations based principally on observable market parameters, including: • quoted prices for similar assets or liabilities in active markets, • inputs other than quoted prices that are observable for the asset or liability (such as interest rates and yield curves observable at commonly quoted intervals, implied volatilities and credit spreads), and • market corroborated inputs (derived principally from or corroborated by observable market data). Level 3 - Valuations determined using unobservable inputs that are supported by little or no market activity, and that are significant to the overall fair value measurement. The Company’s real estate securities and debt obligations are currently not traded in active markets and therefore have little or no price transparency. As a result, the Company has estimated the fair value of these illiquid instruments based on internal pricing models subject to the Company's controls described below. 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 those of other market participants. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodologies used to determine fair value and such changes could result in a significant increase or decrease in the fair value. For the Company’s investments in real estate securities categorized within Level 3 of the fair value hierarchy, the significant unobservable inputs include the discount rates, assumptions relating to prepayments, default rates and loss severities. Significant Unobservable Inputs The following table provides quantitative information regarding the significant unobservable inputs used by the Company for assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020. Significant Input December 31, 2021 Asset Type Amortized Fair Discount Rate Prepayment Speed Cumulative Default Rate Loss Severity ABS - Non-Agency RMBS $ 2,323 $ 3,486 10.0 % 7.5 % 2.6 % 65.0 % Total $ 2,323 $ 3,486 December 31, 2020 ABS - Non-Agency RMBS $ 1,755 $ 3,223 10.0 % 7.5 % 2.6 % 65.0 % Total $ 1,755 $ 3,223 All of the inputs used have some degree of market observability, based on the Company’s knowledge of the market, relationships with market participants, and use of common market data sources. Collateral prepayment, default and loss severity projections are in the form of “curves” or “vectors” that vary for each monthly collateral cash flow projection. Methods used to develop these projections vary by asset class but conform to industry conventions. The Company uses assumptions that generate its best estimate of future cash flows of each respective security. Real estate securities measured at fair value on a recurring basis using Level 3 inputs changed as follows: ABS - Non-Agency RMBS Balance at December 31, 2019 $ 3,052 Total gains (losses) (A) Included in other comprehensive loss (242) Amortization included in interest income 462 Purchases, sales and repayments (A) Proceeds (49) Balance at December 31, 2020 $ 3,223 Total gains (losses) (A) Included in other comprehensive loss (305) Amortization included in interest income 592 Purchases, sales and repayments (A) Proceeds (24) Balance at December 31, 2021 $ 3,486 (A) None of the gains (losses) recorded in earnings during the periods is attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting dates. There were no purchases or sales during the years ended December 31, 2021 and 2020. There were no transfers into or out of Level 3 during the years ended December 31, 2021 and 2020. Liabilities for Which Fair Value is Only Disclosed The following table summarizes the level of the fair value hierarchy, valuation techniques and inputs used for estimating each class of liabilities not measured at fair value in the statement of financial position but for which fair value is disclosed: Type of Liabilities Not Measured At Fair Value Fair Value for Which Fair Value Is Disclosed Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: • Amount and timing of expected future cash flows • Interest rates • Market yields and the credit spread of the Company |
EQUITY AND EARNINGS PER SHARE
EQUITY AND EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
EQUITY AND EARNINGS PER SHARE | EQUITY AND EARNINGS PER SHARE Earnings per Share The Company is required to present both basic and diluted earnings per share (“EPS”). The following table shows the amounts used in computing basic and diluted EPS: For Year Ended December 31, 2021 2020 2019 Numerator for basic and diluted earnings per share: Loss from continuing operations after preferred dividends $ (36,949) $ (61,934) $ (60,434) Loss Applicable to Common Stockholders $ (36,949) $ (61,934) $ (60,434) Denominator: Denominator for basic earnings per share - weighted average shares 89,733,378 67,158,745 67,039,556 Effect of dilutive securities Options — — — RSUs — — — Denominator for diluted earnings per share - adjusted weighted average shares 89,733,378 67,158,745 67,039,556 Basic earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.41) $ (0.92) $ (0.90) Loss Applicable to Common Stock, per share $ (0.41) $ (0.92) $ (0.90) Diluted earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.41) $ (0.92) $ (0.90) Loss Applicable to Common Stock, per share $ (0.41) $ (0.92) $ (0.90) Basic EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect of dilutive securities during each period. The Company’s dilutive securities are its options and RSUs. During 2021, 2020, and 2019, based on the treasury stock method, the Company had 550,753, 623,140 and 2,113,022 potentially dilutive securities, respectively, which were excluded due to the Company's loss position. Net loss applicable to common stockholders is equal to net loss less preferred dividends. Common Stock Issuances In 2018, the Company issued a total of 50,000 shares of its common stock to an independent director as part of the Director Stock Program described below. In 2019, the Company issued a total of 6,000 shares of its common stock to an independent director as part of the Director Stock Program. In 2019, the Company issued a total of 27,099 of its common stock to independent directors upon vesting of RSUs that were granted in 2018. In 2019, the Company issued a total of 8,548 shares of its common stock to employees upon vesting of RSUs that were granted in 2019. In 2020, the Company issued a total of 50,653 of its common stock to its independent directors upon vesting of RSUs that were granted in 2019. In 2020, the Company issued a total of 160,792 shares of its common stock to employees upon vesting of RSUs that were granted in 2019. In 2020, the Company issued 43,396 shares of its common stock to a former executive upon the exercise of vested options that were granted in 2018. In 2021, the Company issued a total of 13,429 of its common stock to its independent directors upon vesting of RSUs that were granted in 2019. In 2021, the Company issued a total of 61,520 shares of its common stock to employees upon vesting of RSUs that were granted in 2019. In 2021, the Company issued 736,551 shares of its common stock to a former executive upon the exercise of vested options that were granted in 2018. In 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. Incentive and Option Plans The Drive Shack Inc. 2018 Omnibus Incentive Plan (the "2018 Plan") was effective upon approval by our shareholders in May 2018 and provides for the issuance of equity-based awards in various forms to eligible participants. As of December 31, 2021, the 2018 Plan has 5,284,184 shares available for grant in the aggregate, subject to an annual limitation. All outstanding options granted under prior option plans will continue to be subject to the terms and conditions set forth in the agreements evidencing such options and the terms of respective option plan. As detailed in the 2018 Plan, the board of directors may permit a first time non-employee director to make a one-time election to participate in a stock purchase and matching grant program (the "Director Stock Program") which provides that if the non-employee director purchases shares of the Company's common stock at fair value within 30 days following the date the individual becomes a non-employee director, then the Company will issue a matching grant of fully vested shares of common stock equal to 20% of the aggregate fair value of the purchased shares. In 2018, a non-employee director purchased 41,667 shares and the Company issued 8,333 shares representing the matching grant. In 2019, a non-employee director purchased 5,000 shares and the Company issued 1,000 shares representing the matching grant. There were no non-employee director purchases in 2020 and 2021. Stock Options The following is a summary of the changes in the Company's outstanding options for the year ended December 31, 2021. Number of Options Weighted Average Strike Price Weighted Average Life Remaining (in years) Balance at December 31, 2020 4,935,732 $ 2.57 Vested (1,353,184) 1.00 Balance at December 31, 2021 3,582,548 $ 3.17 1.6 years Outstanding at December 31, 2021 2,578,926 $ 2.59 1.7 years The Company's outstanding options are summarized as follows: Year Ended December 31, 2021 2020 Held by the former Manager 2,578,926 3,627,245 Granted to the former Manager and subsequently transferred to certain Manager’s employees (B) 1,003,622 1,308,154 Granted to the independent directors — 333 Granted to Drive Shack employees (A)(C) — — Total 3,582,548 4,935,732 (A) In 2019, in connection with the former CEO's retirement, the related option awards were modified to accelerate the vesting of 1,117,118 options, subject to a 90-day exercise period which was not exercised and expired on February 9, 2020. The former CEO forfeited 2,234,237 options upon departure. As a result of the modification, the Company reversed $2.1 million in stock compensation expense. The expense for the modified award was recorded at the modification date fair value. (B) The Company and Fortress (the former Manager) agreed that options held by certain employees formerly employed by the Manager will not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options will relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the Manager as part of their compensation. The options fully vest and are exercisable one year prior to the option expiration date, beginning March 2020 through January 2024. In 2019, a certain employee was terminated by the Company and 921,992 options reverted back to the former Manager. The Company reversed $1.2 million in stock compensation expense related to these options. (C) In 2018, the Company granted 75,000 options to an employee as provided in their employment agreement. The options fully vest on the third anniversary of the grant date. In 2019, the Company granted 695,652 options to an employee that vest and become exercisable in equal annual installment on each of the first three anniversaries of the grant date. In 2021, no options were cancelled as part of an employee's departure from the Company per a separation and release agreement. The valuation of the employee options has been determined using the Black-Scholes option valuation model. The Black-Scholes option valuation model uses assumptions of expected volatility, expected dividend yield of the Company’s stock, expected term of the awards and the risk-free interest rate. The fair value of the options was determined using the following assumptions: Option Valuation Date April 2019 November 2019 Expected Volatility 36.80 % 44.73 % Expected Dividend Yield 0.00 % 0.00 % Expected Remaining Term 6.0 years 0.3 years Risk-Free Rate 2.34 % 1.57 % Fair Value at Valuation Date $ 1,280 $ 67 Stock-based compensation expense is recognized on a straight-line basis from grant date through the vesting date of the options. Stock-based compensation expense related to the employee options was $1.4 million, $0.8 million, and $0.6 million (net of the reversals of stock compensation expenses described above), during the years ended December 31, 2021, 2020, and 2019 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 $0.6 million as of December 31, 2021 and will be expensed over a weighted average of 1.1 years. The closing price on the New York Stock Exchange for the Company’s common stock as of December 31, 2021 was $1.43 per share. Restricted Stock Units (RSUs) The following is a summary of the changes in the Company's RSUs for the year ended December 31, 2021: Number of RSUs Weighted Average Grant Date Fair Value (per unit) Balance at December 31, 2020 259,238 $ 3.72 Granted (A) 149,660 $ 1.47 Released (162,706) $ 3.45 Forfeited (B) (53,002) $ 3.74 Outstanding at December 31, 2021 193,190 $ 2.20 (A) The Company's non-employee directors were granted 149,660 RSUs during 2021 as part of the annual compensation. The RSUs are subject to a one year vesting period. (B) Unvested RSUs are forfeited by non-employee directors upon their departure from the board of directors and forfeited by employees upon their termination. 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 year ended December 31, 2021, the Company granted 149,660 RSUs to non-employee directors and 13,429 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 year ended December 31, 2021, the Company did not grant RSUs to employees and 61,520 RSUs granted to employees vested and were released. Stock-based compensation expense related to the RSUs was $0.7 million, $0.7 million, and $0.7 million during the years ended December 31, 2021, 2020, and 2019 respectively, and was recorded in general and administrative expense on the Consolidated Statements of Operations. The unrecognized stock-based compensation expense related to the unvested RSUs was $0.3 million as of December 31, 2021 and is expected to be recognized over a weighted average of 1.1 years. Tax Benefits Preservation Plan In connection with the adoption of a Tax Benefit Preservation Plan in 2016 and subsequent years through 2020, our board of directors approved the Articles Supplementary of Series E Junior Participating Preferred Stock, which was filed with the State Department of Assessments and Taxation of Maryland on December 8, 2016. Preferred Stock In March 2003, the Company issued 2.5 million shares ($62.5 million face amount) of its 9.75% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred”). In October 2005, the Company issued 1.6 million shares ($40.0 million face amount) of its 8.05% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred”). In March 2007, the Company issued 2.0 million shares ($50.0 million face amount) of its 8.375% Series D Cumulative Redeemable Preferred Stock (the “Series D Preferred”). The Series B Preferred, Series C Preferred and Series D Preferred are non-voting, have a $25 per share liquidation preference, no maturity date and no mandatory redemption. The Company has the option to redeem the Series B Preferred, the Series C Preferred and the Series D Preferred, at their liquidation preference. If the Series C Preferred or Series D Preferred cease to be listed on the NYSE or the AMEX, or quoted on the NASDAQ, and the Company is not subject to the reporting requirements of the Exchange Act, the Company has the option to redeem the Series C Preferred or Series D Preferred, as applicable, at their liquidation preference and, during such time any shares of Series C Preferred or Series D Preferred are outstanding, the dividend will increase to 9.05% or 9.375% per annum, respectively. In connection with the issuance of the Series B Preferred, Series C Preferred and Series D Preferred, the Company incurred approximately $2.4 million, $1.5 million, and $1.8 million of costs, respectively, which were netted against the proceeds of such offerings. If any series of preferred stock were redeemed, the related costs would be recorded as an adjustment to income available for common stockholders at that time. In March 2010, the Company settled its offer to exchange (the “Exchange Offer”) shares of its common stock and cash for shares of its preferred stock. After settlement of the Exchange Offer, 1,347,321 shares of Series B Preferred Stock, 496,000 shares of Series C Preferred Stock and 620,000 shares of Series D Preferred Stock remain outstanding for trading on the New York Stock Exchange. On March 11, 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 5, 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 5, 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. 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. As of December 31, 2021, $0.9 million remained upaid. Non-Controlling Interests 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 two SLPs, for the Puttery location in Dallas, Texas and Charlotte, North Carolina. 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 |
TRANSACTIONS WITH AFFILIATES AN
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES | TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES Agreements with the Former Manager At December 31, 2021, the Manager, through its affiliates, and principals of the Manager, owned 9.0 million shares of the Company’s common stock and Fortress, through its affiliates, had options relating to an additional 2.6 million shares of the Company’s common stock (Note 11). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation — The Company is and may become, from time to time, involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. Although management is unable to predict with certainty the eventual outcome of any legal action, management believes the ultimate liability arising from such actions, individually and in the aggregate, which existed at December 31, 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. Environmental Costs — As a commercial real estate owner, the Company is subject to potential environmental costs. At December 31, 2021, management of the Company is not aware of any environmental concerns that would have a material adverse effect on the Company’s consolidated financial position or results of operations. Surety Bonds — The Company is required to maintain bonds under certain third-party agreements, as requested by certain utility providers, and under the rules and regulations of licensing authorities and other governmental agencies. The Company had bonds outstanding of approximately $0.9 million as of December 31, 2021 and 2020. Month-to-Month Leases — traditional golf has four month-to-month property leases which are cancellable by the parties with 30 days written notice. traditional golf also has various month-to-month operating leases for carts and equipment. Lease expense is recorded in short-term lease cost as disclosed in Note 6. Membership Deposit Liability — In the traditional golf business, until 2021 private country club members generally paid an advance initiation deposit upon their acceptance as a member to the respective country club. Initiation deposits are refundable 30 years after the date of acceptance as a member. As of December 31, 2021, the total face amount of initiation fee deposits was approximately $249.2 million with annual maturities through 2051. In 2001 and 2002 American Golf Corporation, when it was owned by a previous owner, entered into an Assumption Agreement and Amended and Restated Membership Deposit Assumption Agreement, respectively, with two trusts established by a previous owner of the American Golf Corporation (the “Trusts”) under which the Trusts agreed to unconditionally assume the obligations of American Golf to refund certain membership deposit liabilities in exchange for shares in the American Golf Corporation. The membership deposit liabilities assumed were refundable 30 years from the date of acceptance of the member with the first liabilities assumed by the Trusts becoming refundable in 2020. The total redemption value of membership deposit liabilities assumed by the Trusts was $158.4 million. Because of the substantial time period between the assumption of the liabilities and the first liabilities becoming refundable the inability to verify and monitor the assets of the Trusts to ensure the ability to perform under the terms of the assumption agreements, the fact that the Trusts are not required to maintain any assets that would support such performance and the Trust settlor was not required contractually to fund the Trust, no asset was recorded at the time of our acquisition of American Golf Corporation in recognition of this assumption agreement for the $158.4 million of liability assumed by the Trusts. The Company does not have the ability to determine the likelihood that the Trusts will meet its obligations. Should the Trusts not fulfill its obligations, the Company would be responsible for refunding the outstanding balance of the membership deposit liability and therefore, recognizes these membership deposit liabilities on its balance sheet. As of December 31, 2021 the Trusts had refunded a total of approximately $0.3 million of membership deposit liabilities under the terms of the assumption agreements. Restricted Cash — Approximately $3.4 million of restricted cash at December 31, 2021 is used as credit enhancement for Traditional Golf’s obligations related to the performance of lease agreements and certain insurance claims. Commitments — As of December 31, 2021, the Company has additional operating leases that have not yet commenced of $53.8 million. The leases are expected to commence over the next 12 months with initial lease terms of approximately 10 years. These leases are primarily real estate leases for future entertainment golf venues and corporate office space and the commencement of these leases is contingent on completion of due diligence and satisfaction of certain contingencies which generally occurs prior to construction. Preferred Dividends in Arrears - As of December 31, 2020, $5.6 million of dividends on the Company's cumulative preferred stock were unpaid and in arrears. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision for income taxes consists of the following: Year Ended December 31, 2021 2020 2019 Current: Federal $ 1,429 $ 1,537 $ 532 State and Local 350 168 109 Total Current Provision $ 1,779 $ 1,705 $ 641 Deferred: Federal $ — $ — $ — State and Local — — — Total Deferred Provision $ — $ — $ — Total Provision for Income Taxes $ 1,779 $ 1,705 $ 641 The Company is subject to U.S. federal and state corporate income tax. As of December 31, 2021, the Company has a net operating loss carryforward of approximately $465.6 million that is available to offset future U.S. federal taxable income, if and when it arises. The Company has State net operating losses after apportionment and tax effect of approximately $47.8 million. The net operating loss carryforwards will begin to expire in 2029. A portion of the net operating loss carryforward may be limited in its use due to certain provisions of the Code, including, but not limited to Section 382, which imposes an annual limit on the amount of net operating loss and net capital loss carryforwards that the Company can use to offset future taxable income. As of December 31, 2021, the Company has a capital loss carryforward of approximately $27.2 million. The capital loss carryforward will begin to expire in 2022. The Company and its subsidiaries file U.S. federal and state income tax returns in various jurisdictions. Generally, the Company is no longer subject to tax examinations by tax authorities for years prior to 2018. The Company has assessed its tax positions for all open years. As of December 31, 2021, the Company reported a total of $0.6 million of unrecognized tax benefits which, if recognized, would affect the Company’s effective tax rate. The Company does not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within the next twelve months. A reconciliation of the unrecognized tax benefits is as follows: Balance as of December 31, 2020 $ 1,196 Decrease due to expiration of statue of limitations (568) Balance as of December 31, 2021 $ 628 Generally, the Company’s effective tax rate differs from the federal statutory rate as a result of state and local taxes and changes in the valuation allowance. The difference between the Company's reported provision for income taxes and the U.S. federal statutory rate of 21% is as follows: December 31, 2021 2020 2019 Provision at the statutory rate 21.00 % 21.00 % 21.00 % Permanent items (0.57) % (0.56) % (0.17) % Excess Inclusion Income (7.39) % (2.80) % (0.45) % State and local taxes (0.63) % (0.24) % (0.16) % Valuation allowance (20.60) % (20.61) % (21.11) % Unrecognized tax benefits 1.94 % (0.01) % (0.86) % Other — % 0.11 % 0.57 % Total Benefit (Expense) (6.25) % (3.11) % (1.18) % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2021 and 2020 are presented below: December 31, 2021 2020 Deferred tax assets: Allowance for loan losses $ 285 $ 283 Depreciation and amortization 5,600 8,158 Accrued expenses 878 2,956 Interest 3,610 3,757 Operating lease liabilities 57,002 59,804 Net operating losses 142,875 126,163 Capital losses 7,625 7,749 Deferred revenue 3,804 1,956 Investment in Partnership 5,245 5,330 Impairment Loss 2,671 1,822 Other 585 1,342 Total deferred tax assets 230,180 219,320 Less valuation allowance (169,675) (152,884) Net deferred tax assets $ 60,505 $ 66,436 Deferred tax liabilities: Operating lease right-of-use assets 56,971 61,467 Membership deposit liabilities 3,534 4,969 Total deferred tax liabilities $ 60,505 $ 66,436 Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. As of December 31, 2021, the Company recorded a full valuation allowance against its net deferred tax assets as management does not believe that it is more likely than not that the net deferred tax assets will be realized. The following table summarizes the change in the deferred tax asset valuation allowance: Valuation allowance at December 31, 2020 $ 152,884 Increase due to current year operations 16,791 Valuation allowance at December 31, 2021 $ 169,675 |
(GAIN) LOSS ON LEASE TERMINATIO
(GAIN) LOSS ON LEASE TERMINATIONS AND IMPAIRMENT | 12 Months Ended |
Dec. 31, 2021 | |
Other than Temporary Impairment Losses, Investments [Abstract] | |
(GAIN) LOSS ON LEASE TERMINATIONS AND IMPAIRMENT | (GAIN) LOSS ON LEASE TERMINATIONS AND IMPAIRMENT The following table summarizes the amounts the Company recorded in the Consolidated Statements of Operations: Year Ended December 31, 2021 2020 2019 (Gain) loss on lease terminations $ 961 $ (2,872) $ — Impairment on traditional golf properties (held-for-sale) — — 1,227 Impairment on traditional golf properties (held-for-use) — 3,912 3,805 Impairment on corporate related assets 3,187 — — Other losses 887 (1,761) 10,381 Total (Gain) Loss on Lease Terminations and Impairment $ 5,035 $ (721) $ 15,413 Gain on lease terminations - During the year ended December 31, 2021, the Company recorded a loss related to the Seacliff lease termination. During the year ended December 31, 2020, the Company recorded a gain of $2.9 million on the termination of two traditional golf property leases. The gain primarily related to the net effect of the derecognition of long-lived asset, intangible, and ROU asset and liability balances. In 2019, the Company recognized impairment losses and recorded accumulated impairment totaling approximately $1.2 million for three golf properties. The fair value measurements were based on expected selling prices, less costs to sell. The significant inputs used to value these real estate assets fall within Level 3 for fair value reporting. Held for Use Impairment: In 2019, the Company recorded impairment charges totaling $3.8 million for two golf properties. In 2020, the Company recorded impairment charges totaling $3.9 million for two golf courses. In 2021, the Company recorded $3.2 million related to the impairment on corporate related assets, including the New York Corporate office and related assets. The Company evaluated the recoverability of the carrying value of these assets using the income approach based on future assumptions of cash flows. As the fair value inputs utilized are unobservable, the Company determined that the significant inputs used to value these properties fall within Level 3 for fair value reporting. |
SUMMARY QUARTERLY CONSOLIDATED
SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) | SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) 2021 Quarter Ended Year Ended March 31 June 30 September 30 December 31 December 31 Total revenues $ 61,091 $ 73,879 $ 76,366 $ 70,528 $ 281,864 Total operating costs 68,966 72,826 82,287 78,409 302,488 Operating loss (income) (7,875) 1,053 (5,921) (7,881) (20,624) Total other income (expenses) (2,534) (2,572) (2,329) (1,924) (9,359) Income tax expense 495 450 616 218 1,779 Consolidated net income (loss) (10,904) (1,969) (8,866) (10,023) (31,762) Less: net loss attributable to noncontrolling interest — — (15) (378) (393) Net loss attributable to the Company (10,904) (1,969) (8,851) (9,645) (31,369) Preferred dividends (1,395) (1,395) (1,395) (1,395) (5,580) Income (loss) applicable to common stockholders $ (12,299) $ (3,364) $ (10,246) $ (11,040) $ (36,949) Income (loss) applicable to common stock, per share Basic $ (0.15) $ (0.04) $ (0.11) $ (0.12) $ (0.41) Diluted $ (0.15) $ (0.04) $ (0.11) $ (0.12) $ (0.41) Weighted average number of shares of common stock outstanding Basic 82,558,881 92,065,615 92,085,846 92,073,344 89,733,378 Diluted 82,558,881 92,065,615 92,085,846 92,073,344 89,733,378 2020 Quarter Ended Year Ended March 31 June 30 September 30 December 31 December 31 Total revenues $ 61,135 $ 32,100 $ 66,465 $ 60,287 $ 219,987 Total operating costs 75,978 44,248 72,461 63,935 256,622 Operating loss (income) (14,843) (12,148) (5,996) (3,648) (36,635) Total other income (expenses) (2,248) (26,878) (2,918) 14,030 (18,014) Income tax expense (benefit) 271 500 498 436 1,705 Net income (loss) (17,362) (39,526) (9,412) 9,946 (56,354) Preferred dividends (1,395) (1,395) (1,395) (1,395) (5,580) Loss applicable to common stockholders $ (18,757) $ (40,921) $ (10,807) $ 8,551 $ (61,934) Loss applicable to common stock, per share Basic $ (0.28) $ (0.61) $ (0.16) $ 0.13 $ (0.92) Diluted $ (0.28) $ (0.61) $ (0.16) $ 0.13 $ (0.92) Weighted average number of shares of common stock outstanding Basic 67,069,534 67,111,843 67,212,532 67,238,624 67,158,745 Diluted 67,069,534 67,111,843 67,212,532 67,833,329 67,158,745 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Preferred Dividends - On March 2, 2022, the Board of Directors of the Company declared dividends on the Company’s preferred stock for the period beginning February 1, 2022 and ending April 30, 2022. The dividends are payable on May 2, 2022, to holders of record of preferred stock on April 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. Managed Property Disposals – In March, the Company entered into transition arrangements with respect to River Club, in Boise, ID, and Vista Valencia, in Valencia, CA, pursuant to which its management agreements will terminate on March 31, 2021, assuming all transition items are completed by such date, and the Company will receive agreed-upon early termination fees from the course owners. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting — The accompanying Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles or GAAP. The Consolidated Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. The Company consolidates those entities in which it has an investment of 50% or more and has control over significant operating, financial and investing decisions of the entity. |
Risks and Uncertainties | Risks and Uncertainties — We plan to develop and construct our entertainment golf business through long term ground leases of existing retail real estate. Developing new entertainment golf venues requires a significant amount of time and resources and poses a number of risks. Construction of new venues may result in cost overruns, delays or unanticipated expenses related to zoning or tax laws. We face competition for potential site locations. Desirable sites may be unavailable or expensive, and the markets in which new venues are located may deteriorate over time. Additionally, the market potential of venues cannot be precisely determined, and our venues may face competition in new markets from unexpected sources. Constructed venues may not perform up to our expectations. |
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 results 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 judgements 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, we do not expect our assessments and assumptions to materially change in the future. |
Comprehensive Loss and Income | Comprehensive Loss and Income — |
Revenue Recognition | REVENUE RECOGNITION Golf Operations Entertainment Golf — Revenue from bay play, gameplay, events, and other operating activities (consisting primarily of instruction and merchandise sales) is generally recognized at a point in time which is at the time of sale or when services are rendered and collectability is probable. Traditional Golf — Revenue from green fees, cart rentals, merchandise sales and other operating activities (consisting primarily of range income, banquets and club amenities) is generally recognized at a point in time which is at the time of sale or when services are rendered and collectability is probable. Revenue from membership dues for private club members and The Players Club members is recognized in the month earned. Membership dues received in advance are included in deferred revenue and recognized as revenue ratably over the appropriate period, which is generally twelve months or less for private club members and the following month for The Players Club members. The membership dues are generally structured to cover the club operating costs and membership services. Private country club members generally pay an advance initiation fee upon their acceptance as a member to the respective country club. Initiation fees are non-refundable after the date of acceptance as a member and recorded as revenue over the expected life of an active membership, which is estimated to be seven years. The initiation fee revenue is deferred and recognized in the Consolidated Statements of Operations on a straight-line basis over the expected life of an active membership, which is estimated to be seven years. The determination of the estimated average expected life of an active membership is based on company-specific historical data and involves judgment and estimation. Until 2021, private country club members generally paid an advance initiation deposit which was refundable 30 years after the date of acceptance as a member. The difference between the initiation deposit paid by the member and the present value of the refund obligation is deferred and recognized into revenue in the Consolidated Statements of Operations on a straight-line basis over the seven year expected life of an active membership. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30-year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations. Revenue from the reimbursement of certain operating costs incurred at the Company’s managed traditional golf properties is recognized at the time the associated operating costs are incurred as collectability is probable per the terms of the management contracts and the repayment histories of the property owners. Seasonality Seasonality can affect our results of operations. Our traditional golf business is subject to seasonal fluctuations as colder temperatures and shorter days reduce the demand for outdoor activities. As a result, the traditional golf business generates a disproportionate share of its annual revenue in the second and third quarters of each year. In addition, our Drive Shack and Puttery venues could be significantly impacted on a season-to-season basis, based on corporate event and social gathering volumes during holiday seasons and school vacation schedules. For this reason, a quarter-to-quarter comparison may not be a good indicator of our current and/or future performance. Sales of Food and Beverages — Revenue from food and beverage sales is recorded at the time of sale, net of discounts. Deferred Revenue — Payments received in advance of the performance of services are recorded as deferred revenue until the services are performed. |
Operating Expenses | Operating Expenses — Operating expenses consist primarily of payroll, utilities, repairs and maintenance, supplies, marketing, technology support and operating lease rent expense. A majority of the properties and related facilities are leased under long-term operating leases. |
General and Administrative Expense | General and Administrative Expense — General and administrative expense consists of costs associated with corporate and administrative functions that support development and operations. |
Pre-Opening Costs | Pre-Opening Costs — Pre-opening costs are expensed as incurred and consist primarily of employee payroll, marketing expenses, operating lease costs, travel and related expenses, training costs, food, beverage and other restaurant operating expenses incurred prior to opening an entertainment golf venue. |
Deferred Costs | Deferred Costs — Deferred costs consist primarily of costs incurred in obtaining financing which are amortized into interest expense over the term of such financing using either the straight-line basis or the interest method. Deferred financing costs are presented as a direct deduction from the carrying amount of the related debt liability. |
Interest Expense, Net | Interest Expense, Net — The Company financed traditional golf and corporate using both fixed and floating rate debt, including mortgage loans and other financing vehicles. Certain of this debt has been issued at a discount. Discounts are accreted into interest expense on the effective yield or interest method, based upon a comparison of actual and expected cash flows, through the expected maturity date of the financing. See Note 8 for additional information. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense — Stock Options — Stock options granted to the Company’s employees and non-employee directors were recorded as an increase in equity. See Note 11 for additional information. Restricted Stock Units or RSUs — |
Property and Equipment, Net | Property and Equipment, Net — Real estate related improvements and equipment are recorded at cost less accumulated depreciation. Costs that both materially add value to an asset and extend the useful life of an asset by more than a year are capitalized which may include significant renovations, remodels and major repairs. Costs that do not meet this criteria, such as minor repairs and routine maintenance, are expensed as incurred. Depreciation is calculated using the straight-line method based on the lesser of the following estimated useful lives or the lease term: Buildings and improvements 10-40 years Finance leases - equipment 2-6 years Furniture, fixtures, and equipment 2-7 years |
Leasing Arrangements | The Company leases certain golf carts and other equipment that are classified as finance lease ROUs. The value of finance leases is recorded as an asset on the balance sheet, along with a liability related to the present value of associated payments. Depreciation of finance lease assets is calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms. The cost of equipment under finance leases is recorded in "Property and equipment, net of accumulated depreciation" on the Consolidated Balance Sheets. Payments under the leases are treated as reductions of the obligations under finance leases, with a portion being recorded as interest expense under the effective interest method. Leasing Arrangements — The Company evaluates at lease inception whether an arrangement is or contains a lease by providing the Company with the right to control an asset. Operating leases are accounted for on the balance sheet with the Right of Use (“ROU”) assets and lease liabilities recognized in "Operating lease right-of-use assets," "Other current liabilities" and "Operating lease liabilities - noncurrent" in the Consolidated Balance Sheets. Finance lease ROU assets, current lease liabilities and noncurrent lease liabilities are recognized in "Property and equipment, net of accumulated depreciation," and "Obligations under finance leases" and "Credit facilities and obligations under finance leases - noncurrent" in the Consolidated Balance Sheets, respectively. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined using a portfolio approach based on the rate of interest that the Company would pay to borrow an amount equal to the lease payments for a similar term and in a similar economic environment on a collateralized basis. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid rent, and lease incentives received. ROU assets for operating leases are subsequently amortized over the initial lease term into lease cost on a straight-line basis less imputed interest on the lease liabilities. Depreciation of the finance lease ROU assets are subsequently calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms and recorded in "Depreciation and amortization" on the Consolidated Statements of Operations. In addition to the fixed minimum payments required under the lease arrangements, certain leases require variable lease payments, which are payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments as well as payment of taxes assessed against the leased property. The leases generally also require the payment for the cost of insurance and maintenance. Variable lease payments are recognized when the associated activity occurs and the contingency is resolved. The Company has elected to combine lease and non-lease components for all lease contracts. An option to renew a lease is included in the determination of the ROU asset and lease liability when it is reasonably certain that the renewal option will be exercised. As of December 31, 2021, the Company has additional operating leases that have not yet commenced of $53.8 million. |
Real Estate, Held-for-Sale | Real Estate, Held-for-Sale — Long-lived assets to be disposed of by sale, which meet certain criteria, are reclassified to real estate held-for-sale and measured at the lower of their carrying amount or fair value less costs of sale. The Company suspends depreciation and amortization for assets held-for-sale. Subsequent changes to the estimated fair value less costs to sell could impact the measurement of assets held-for-sale. Decreases below carrying value are recognized as an impairment loss and recorded in "Impairment and other losses" on the Consolidated Statements of Operations. To the extent the fair value increases, any previously reported impairment is reversed to the extent of the impairment taken. On March 7, 2018, the Company announced it was actively pursuing the sale of 26 owned traditional golf properties in order to generate capital for reinvestment in the entertainment golf business. On October 16, 2020, the Company completed the sale of the last held-for-sale traditional golf property for a sale price of $34.5 million and received net cash proceeds of approximately $33.6 million. As of December 31, 2021 and 2020, the Company does not classify any traditional golf property as held-for-sale. |
Real Estate Securities and Impairment of Securities | Real Estate Securities — The Company invested in securities, including real estate related asset backed securities which are classified as available-for-sale. Securities available-for-sale are carried at fair market value with the net unrealized gains or losses reported as a separate component of accumulated other comprehensive income. At disposition, the net realized gain or loss is determined on the basis of the cost of the specific investments and is included in earnings. Unrealized losses on securities are charged to earnings if there is an intent to sell or if they reflect a decline in value that is other-than-temporary. Income on these securities is recognized using a level yield methodology based upon a number of cash flow assumptions that are subject to uncertainties and contingencies. Impairment of Securities — The Company continually evaluates securities for impairment. Securities are considered to be other-than-temporarily impaired, for financial reporting purposes, whenever there has been a probable adverse change in the timing or amounts of expected cash flows. The Company must record a write-down if it has the intent to sell a given security in an unrealized loss position, or if it is more likely than not that it will be required to sell such a security. Upon determination of impairment, the Company records a direct write-down for securities based on the estimated fair value of the security or |
Intangibles, Net | Intangibles, Net — Intangible assets consist primarily of management contracts, membership base and internally-developed software. The management contract intangible represents the Company’s golf course management contracts for both leased and managed properties. The management contract intangible for leased and managed properties was valued using the discounted cash flow method under the income approach and is amortized over the term of the underlying lease or management agreements, respectively. The membership base intangible represents the Company’s relationship with its private country club members. The membership base intangible was valued using the multi-period excess earnings method under the income approach and is amortized over the expected life of an active membership. Internally-developed software represents proprietary software developed for the Company’s exclusive use. Internally-developed software is amortized over the expected useful life of the software. Amortization of intangible assets is included within depreciation and amortization in the Consolidated Statements of Operations. Amortization of all intangible assets is calculated using the straight-line method based on the following estimated useful lives: Trade name 30 years Management contracts 2 - 26 years Internally-developed software 3 - 5 years Membership base 7 years Liquor licenses Nonamortizable |
Impairment of Long-lived Assets | Impairment of Long-lived Assets — The Company periodically reviews the carrying amounts of its long-lived assets or asset groups, as well as finite-lived intangible assets and right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. The assessment of recoverability is based on management’s estimates by comparing the sum of the estimated undiscounted cash flows generated by the underlying asset, or other appropriate grouping of assets, to its carrying value to determine whether an impairment existed at its lowest level of identifiable cash flows. If the carrying amount is greater than the expected undiscounted cash flows, the assets are considered |
Membership Deposit Liabilities | Membership Deposit Liabilities — Private country club members in our traditional golf business generally pay an advance initiation fee upon their acceptance as a member to the respective country club. Initiation fees are non-refundable and recorded as revenue over the expected seven year life of an active membership. Until 2021, private country club members generally paid an advance initiation deposit upon their acceptance as a member to the respective country club that is refundable 30 years after the date of acceptance as a member. The difference between the initiation deposit paid by the member and the present value of the refund obligation is deferred and recognized into Golf operations revenue in the Consolidated Statements of Operations on a straight-line basis over the expected life of an active membership, which is estimated to be seven years. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30-year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations. |
Other Investment | Other Investment — |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash — The Company considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits. The Company has not experienced any losses in the accounts and believe that the Company is not exposed to significant credit risk because the accounts are at major financial institutions. |
Accounts Receivables, Net | Accounts Receivable, Net — |
Managed Property Receivables | Managed Property Receivables – Managed property receivables consists of amounts due from traditional golf managed properties. |
Prepaid Expenses | Prepaid Expenses – Prepaid expenses consists primarily of prepaid insurance and prepaid rent and are expensed over the usage period of the goods or services. |
Deposits | Deposits – Deposits consist primarily of property lease security deposits. |
Inventory | Inventory – Inventory is valued at the lower of cost or market. Cost is determined on the first-in, first-out (“FIFO”) method. Inventories consist primarily of food, beverages and merchandise for sale. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses — Accounts payable reflect expenses related to goods and services received that have not yet been paid and accrued expenses reflect expenses related to goods received and services performed for which invoices have not yet been received. |
Accrued Rent | Accrued Rent - Accrued rent primarily relates to amounts accrued or owed for variable lease costs |
Income Taxes | Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the periods in which the temporary differences are expected to reverse. A valuation allowance is recognized if the Company determines it is more likely than not that all or a portion of a deferred tax asset will not be recognized. |
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 will be for annual periods beginning after December 15, 2020, with early adoption permitted. The various amendments in the standard are applied on a retrospective basis, modified retrospective basis and prospective basis, depending on the amendment. The Company determined that the new guidance has no impact on its Consolidated Financial Statements. |
Fair Value Measurements | Fair Value Measurements Valuation Hierarchy The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company follows this hierarchy for its financial instruments measured at fair value. Level 1 - Quoted prices in active markets for identical instruments. Level 2 - Valuations based principally on observable market parameters, including: • quoted prices for similar assets or liabilities in active markets, • inputs other than quoted prices that are observable for the asset or liability (such as interest rates and yield curves observable at commonly quoted intervals, implied volatilities and credit spreads), and • market corroborated inputs (derived principally from or corroborated by observable market data). Level 3 - Valuations determined using unobservable inputs that are supported by little or no market activity, and that are significant to the overall fair value measurement. The Company’s real estate securities and debt obligations are currently not traded in active markets and therefore have little or no price transparency. As a result, the Company has estimated the fair value of these illiquid instruments based on internal pricing models subject to the Company's controls described below. 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 those of 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 Fair Value for Which Fair Value Is Disclosed Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: • Amount and timing of expected future cash flows • Interest rates • Market yields and the credit spread of the Company |
Earnings Per Share | Basic EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect of dilutive securities during each period. The Company’s dilutive securities are its options and RSUs. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of realized/unrealized (gain) loss on investments and other income (loss), net | Realized and Unrealized (Gain) Loss on Investments and Other Income (Loss), Net — These items are comprised of the following: Year Ended December 31, 2021 2020 2019 Gain on sale of traditional golf properties, net (A) $ — $ 16,447 $ 19,338 Collateral management fee income, net 191 259 440 Equity in earnings, net of impairment from equity method investments (B) — (24,020) 1,381 Other income (loss) 464 (297) (283) Other income (loss), net $ 655 $ (7,611) $ 20,876 (A) During the year ended December 31, 2020, the Company sold one traditional golf property, resulting in net proceeds of $33.6 million. This property had a carrying value of $17.0 million and resulted in a gain of $16.6 million. During the year ended December 31, 2019, the Company sold eleven traditional golf properties, resulting in net proceeds of $74.3 million. These traditional golf properties had a carrying value of $54.7 million and resulted in a gain on sale of $19.4 million. (B) Equity in earnings, net of impairment from equity method investments - During the year ended December 31, 2020, the Company recorded an other-than-temporary impairment charge of $24.7 million on the Company's equity method investment. |
Schedule of property and equipment | Depreciation is calculated using the straight-line method based on the lesser of the following estimated useful lives or the lease term: Buildings and improvements 10-40 years Finance leases - equipment 2-6 years Furniture, fixtures, and equipment 2-7 years The following table summarizes the Company's property and equipment: December 31, 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 155,086 (46,399) 108,687 142,635 (40,198) 102,437 Furniture, fixtures and equipment 56,809 (28,821) 27,988 51,622 (24,422) 27,200 Finance leases - equipment 29,886 (15,602) 14,284 34,339 (15,296) 19,043 Construction in progress 21,531 — 21,531 13,975 — 13,975 Total Property and Equipment $ 270,082 $ (90,822) $ 179,260 $ 249,341 $ (79,916) $ 169,425 Below is a summary of the traditional golf properties sold during 2020 and 2019 (in millions). No traditional golf properties were sold during 2021: During the three months ended Number of Golf Properties Sold Sale Price Net Proceeds (A) Transaction Costs Carrying Value Gain (Loss) (B) Management Agreements Executed Subsequent to Sale March 31, 2019 (C) 3 $ 28.7 $ 25.5 $ 0.5 $ 20.3 $ 5.2 1 June 30, 2019 (D) 4 $ 19.7 $ 17.9 $ 0.8 $ 18.3 $ (0.4) 1 September 30, 2019 1 $ 12.5 $ 12.3 $ 0.2 $ 5.2 $ 7.0 1 December 31, 2019 3 $ 19.1 $ 18.6 $ 0.4 $ 10.9 $ 7.7 2 December 31, 2020 1 $ 34.5 $ 33.6 $ 0.9 $ 17.0 $ 16.6 1 (A) Net proceeds are inclusive of transaction costs. (B) The gain (loss) on sale is recorded in pre-tax other income (loss), net on the Consolidated Statements of Operations. (C) The Company received sale proceeds of $17.7 million during the three months ended March 31, 2019, consisting of $18.2 million for the golf properties sold during the three months ended March 31, 2019, and $2.2 million for golf properties that were sold during December 2018, less $2.7 million that was remitted to buyers for golf properties that were sold during December 2018. The Company previously received a $9.4 million cash deposit in 2018 related to a golf property that was sold in 2019. The difference between the sales price and the net proceeds was primarily due to prepaid membership dues that we are obligated to remit to the buyer, including $2.1 million payable to the buyer of a golf property sold during the three months ended March 31, 2019. (D) The Company received sale proceeds of $14.9 million during the three months ended June 30, 2019, consisting of $18.4 million for the golf properties sold during the three months ended June 30, 2019, less $3.5 million that was remitted to buyers for golf properties that were sold in 2018 and the first quarter of 2019. |
Schedule of intangible assets | Amortization of all intangible assets is calculated using the straight-line method based on the following estimated useful lives: Trade name 30 years Management contracts 2 - 26 years Internally-developed software 3 - 5 years Membership base 7 years Liquor licenses Nonamortizable |
Schedule of restricted cash from continuing operations | Restricted cash consisted of: December 31, 2021 2020 CDO trustee accounts $ 103 $ 114 Restricted cash for construction-in-progress 1,884 1,182 Restricted cash - traditional golf 1,561 1,566 Restricted cash - entertainment golf 730 185 Restricted cash, current and noncurrent $ 4,278 $ 3,047 |
Schedule of other current assets | The following table summarizes the Company's other current assets: December 31, 2021 2020 Managed property receivables 19,316 3,236 Prepaid expenses 2,524 3,158 Deposits 1,827 767 Inventory 2,229 1,950 Miscellaneous current assets, net 4,138 5,299 Other current assets $ 30,034 $ 14,410 |
Schedule of other assets | The following table summarizes the Company's other assets: December 31, 2021 2020 Prepaid expenses $ 2,156 $ 2,154 Deposits 3,335 2,504 Miscellaneous assets, net 1,047 2,107 Other assets $ 6,538 $ 6,765 |
Schedule of other current liabilities | The following table summarizes the Company's other current liabilities: December 31, 2021 2020 Operating lease liabilities $ 16,519 $ 19,894 Accrued rent 3,455 4,318 Dividends payable 930 — Miscellaneous current liabilities 5,620 4,005 Other current liabilities $ 26,524 $ 28,217 |
Schedule of amortization of discount and premium and other amortization | Amortization of Discount and Premium and Other Amortization — As reflected in the Consolidated Statements of Cash Flows, these items are comprised of the following: Year Ended December 31, 2021 2020 2019 Accretion of net premium on securities, loans and other investments $ (568) $ (413) $ (267) Amortization of net discount on debt obligations and deferred financing costs (8) (10) (8) Amortization of discount and premium $ (576) -576000 $ (423) $ (275) Amortization of leasehold intangibles $ — $ — $ — Accretion of membership deposit liability 8,198 8,160 7,225 Other amortization $ 8,198 $ 8,160 $ 7,225 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following table disaggregates revenue by category: entertainment golf venues, public and private golf properties (owned and leased) and managed golf properties. For Year Ended December 31, 2021 2020 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Corporate Total Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Total Golf operations $ 20,427 $ 100,569 $ 49,164 $ 62,337 $ 63 $ 232,560 $ 10,536 $ 78,389 $ 44,872 $ 56,175 $ 189,972 Sales of food and beverages 24,623 18,031 6,650 — — 49,304 14,713 9,945 5,357 — 30,015 Total revenues $ 45,050 $ 118,600 $ 55,814 $ 62,337 $ 63 $ 281,864 $ 25,249 $ 88,334 $ 50,229 $ 56,175 $ 219,987 (A) Includes $54.4 million and $50.4 million for the years ended December 31, 2021 and 2020, respectively, due to management contract reimbursements reported under revenue accounting standard, ASC 606. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Summary financial data on the Company’s segments is given below, together with reconciliation to the same data for the Company as a whole: Entertainment Golf Traditional Golf Corporate Total Year Ended December 31, 2021 Revenues Golf operations $ 20,427 $ 212,070 $ 63 $ 232,560 Sales of food and beverages 24,623 24,681 49,304 Total revenues 45,050 236,751 63 281,864 Operating costs Operating expenses 25,427 196,819 14 222,260 Cost of sales - food and beverages 5,727 7,087 — 12,814 General and administrative expense (A) 12,287 10,414 11,108 33,809 Depreciation and amortization 11,938 11,656 424 24,018 Pre-opening costs (C) 4,551 — 1 4,552 Impairment and other losses 36 1,812 3,187 5,035 Total operating costs 59,966 227,788 14,734 302,488 Operating income (loss) (14,916) 8,963 (14,671) (20,624) Other income (expenses) Interest and investment income — 71 613 684 Interest expense (D) (319) (9,095) (1,284) (10,698) Other income (loss), net 9 468 178 655 Total other income (expenses) (310) (8,556) (493) (9,359) Income tax expense 1 1,778 1,779 Net income (loss) (15,227) 407 (16,942) (31,762) Less: net loss attributable to NCI (393) — — (393) Net income (loss) attributable to the company (14,834) 407 (16,942) (31,369) Preferred dividends (5,580) (5,580) Net income (loss) applicable to common stockholders $ (14,834) $ 407 $ (22,522) $ (36,949) Entertainment Golf Traditional Golf Corporate (E) Total December 31, 2021 Total assets $ 180,729 $ 260,003 $ 42,058 $ 482,790 Total liabilities 50,739 339,443 62,753 452,935 Preferred stock — — 61,583 61,583 Noncontrolling interest — — 1,456 1,456 Equity (loss) attributable to common stockholders $ 129,990 $ (79,440) $ (83,734) $ (33,184) Additions to property and equipment (including finance leases) during the year ended December 31, 2021 $ 24,344 $ 7,670 $ 375 $ 32,389 Summary segment financial data (continued). Entertainment Golf Traditional Golf Corporate Total Year Ended December 31, 2020 Revenues Golf operations $ 10,536 $ 179,436 $ — $ 189,972 Sales of food and beverages 14,713 15,302 — 30,015 Total revenues 25,249 194,738 — 219,987 Operating costs Operating expenses 19,525 169,220 — 188,745 Cost of sales - food and beverages 3,744 5,090 — 8,834 General and administrative expense (A) 8,869 9,661 9,478 28,008 General and administrative expense - acquisition and transaction expenses (B) 1,885 210 1,181 3,276 Depreciation and amortization 11,960 14,903 289 27,152 Pre-opening costs (C) 1,328 — — 1,328 Impairment and other losses (gains) (1,960) 1,239 — (721) Total operating costs 45,351 200,323 10,948 256,622 Operating loss (20,102) (5,585) (10,948) (36,635) Other income (expenses) Interest and investment income 1 77 487 565 Interest expense (D) (389) (9,009) (1,648) (11,046) Capitalized interest (D) — 22 56 78 Other income (loss), net — 16,164 (23,775) (7,611) Total other income (expenses) (388) 7,254 (24,880) (18,014) Income tax expense 75 (19) 1,649 1,705 Net income (loss) (20,565) 1,688 (37,477) (56,354) Preferred dividends — — (5,580) (5,580) Loss applicable to common stockholders $ (20,565) $ 1,688 $ (43,057) $ (61,934) Traditional Golf Traditional Golf Corporate (E) Total December 31, 2020 Total assets 178,132 267,033 11,889 457,054 Total liabilities 38,717 345,340 62,960 447,017 Preferred stock — — 61,583 61,583 Equity (loss) attributable to common stockholders $ 139,415 $ (78,307) $ (112,654) $ (51,546) Additions to property and equipment (including finance leases) during the year ended December 31, 2020 $ 9,447 $ 8,932 $ 764 $ 19,143 Summary segment financial data (continued). Traditional Golf Traditional Golf Corporate Total Year Ended December 31, 2019 Revenues Golf operations $ 7,806 $ 208,691 $ — $ 216,497 Sales of food and beverages 11,974 43,593 — 55,567 Total revenues 19,780 252,284 — 272,064 Operating costs Operating expenses 16,403 212,903 — 229,306 Cost of sales - food and beverages 2,984 12,233 — 15,217 General and administrative expense (A) 14,081 16,812 12,008 42,901 General and administrative expense - acquisition and transaction expenses (B) 3,490 798 787 5,075 Depreciation and amortization 5,935 16,266 195 22,396 Pre-opening costs (C) 9,040 — — 9,040 Impairment and other losses 10,196 5,217 — 15,413 Total operating costs 62,129 264,229 12,990 339,348 Operating (loss) income (42,349) (11,945) (12,990) 0 (67,284) Other income (expenses) Interest and investment income 321 105 529 955 Interest expense (D) (355) (8,238) (2,415) (11,008) Capitalized interest (D) — 586 1,662 2,248 Other income, net — 19,069 1,807 20,876 Total other income (expenses) (34) 11,522 1,583 13,071 Income tax expense 62 8 571 641 Net loss (42,445) (431) (11,978) (54,854) Preferred dividends — — (5,580) (5,580) Loss applicable to common stockholders $ (42,445) $ (431) $ (17,558) $ (60,434) (A) General and administrative expenses include severance expense in the amount of $0.3 million, $1.1 million and $2.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. (B) Acquisition and transaction expense includes costs related to completed and potential acquisitions and transactions and strategic initiatives which may include advisory, legal, accounting and other professional or consulting fees. (C) Pre-opening costs are expensed as incurred and consist primarily of site-related marketing expenses, lease expense, employee payroll, travel and related expenses, training costs, food, beverage and other operating expenses incurred prior to opening an entertainment golf venue. (D) Interest expense includes the accretion of membership deposit liabilities in the amount of $8.2 million, $7.2 million and $7.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Interest expense and capitalized interest total to interest expense, net on the Consolidated Statements of Operations. (E) Total assets in the corporate segment includes an equity method investment in the amount of zero and $24.0 million as of December 31, 2021 and 2020, respectively, recorded in other investments on the Consolidated Balance Sheets. See Note 2 for additional information. |
PROPERTY AND EQUIPMENT, NET O_2
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Depreciation is calculated using the straight-line method based on the lesser of the following estimated useful lives or the lease term: Buildings and improvements 10-40 years Finance leases - equipment 2-6 years Furniture, fixtures, and equipment 2-7 years The following table summarizes the Company's property and equipment: December 31, 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 155,086 (46,399) 108,687 142,635 (40,198) 102,437 Furniture, fixtures and equipment 56,809 (28,821) 27,988 51,622 (24,422) 27,200 Finance leases - equipment 29,886 (15,602) 14,284 34,339 (15,296) 19,043 Construction in progress 21,531 — 21,531 13,975 — 13,975 Total Property and Equipment $ 270,082 $ (90,822) $ 179,260 $ 249,341 $ (79,916) $ 169,425 Below is a summary of the traditional golf properties sold during 2020 and 2019 (in millions). No traditional golf properties were sold during 2021: During the three months ended Number of Golf Properties Sold Sale Price Net Proceeds (A) Transaction Costs Carrying Value Gain (Loss) (B) Management Agreements Executed Subsequent to Sale March 31, 2019 (C) 3 $ 28.7 $ 25.5 $ 0.5 $ 20.3 $ 5.2 1 June 30, 2019 (D) 4 $ 19.7 $ 17.9 $ 0.8 $ 18.3 $ (0.4) 1 September 30, 2019 1 $ 12.5 $ 12.3 $ 0.2 $ 5.2 $ 7.0 1 December 31, 2019 3 $ 19.1 $ 18.6 $ 0.4 $ 10.9 $ 7.7 2 December 31, 2020 1 $ 34.5 $ 33.6 $ 0.9 $ 17.0 $ 16.6 1 (A) Net proceeds are inclusive of transaction costs. (B) The gain (loss) on sale is recorded in pre-tax other income (loss), net on the Consolidated Statements of Operations. (C) The Company received sale proceeds of $17.7 million during the three months ended March 31, 2019, consisting of $18.2 million for the golf properties sold during the three months ended March 31, 2019, and $2.2 million for golf properties that were sold during December 2018, less $2.7 million that was remitted to buyers for golf properties that were sold during December 2018. The Company previously received a $9.4 million cash deposit in 2018 related to a golf property that was sold in 2019. The difference between the sales price and the net proceeds was primarily due to prepaid membership dues that we are obligated to remit to the buyer, including $2.1 million payable to the buyer of a golf property sold during the three months ended March 31, 2019. (D) The Company received sale proceeds of $14.9 million during the three months ended June 30, 2019, consisting of $18.4 million for the golf properties sold during the three months ended June 30, 2019, less $3.5 million that was remitted to buyers for golf properties that were sold in 2018 and the first quarter of 2019. |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of lease cost | Lease related costs recognized in the Consolidated Statements of Operations for the year ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Finance lease cost Amortization of right-of-use assets $ 5,512 $ 6,062 Interest on lease liabilities 1,158 1,142 Total finance lease cost 6,670 7,204 Operating lease cost Operating lease cost 30,195 36,003 Short-term lease cost 255 1,396 Variable lease cost 22,394 11,087 Total operating lease cost 52,844 48,486 Total lease cost $ 59,514 $ 55,690 |
Schedule of lease, other information | Other information related to leases included on the Consolidated Balance Sheet as of and for the year ended December 31, 2021 is as follows: Operating Leases Financing Leases Right-of-use assets $ 181,915 $ 14,283 Lease liabilities 182,550 14,275 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows 34,810 1,158 Financing cash flows — 6,350 Right-of-use assets obtained in exchange for lease liabilities 9,806 1,955 Weighted average remaining lease term 14.3 years 3.3 years Weighted average discount rate 8.21 % 6.03 % |
Schedule of future minimum lease payments, operating lease | Future minimum lease payments under non-cancellable leases as of December 31, 2021 are as follows: Operating Leases Financing Leases 2022 $ 31,246 $ 5,897 2023 31,142 4,906 2024 25,142 2,744 2025 22,095 1,544 2026 19,740 600 Thereafter 166,982 14 Total minimum lease payments 296,347 15,705 Less: imputed interest 113,797 1,430 Total lease liabilities $ 182,550 $ 14,275 |
Schedule of future minimum lease payments, finance lease | Future minimum lease payments under non-cancellable leases as of December 31, 2021 are as follows: Operating Leases Financing Leases 2022 $ 31,246 $ 5,897 2023 31,142 4,906 2024 25,142 2,744 2025 22,095 1,544 2026 19,740 600 Thereafter 166,982 14 Total minimum lease payments 296,347 15,705 Less: imputed interest 113,797 1,430 Total lease liabilities $ 182,550 $ 14,275 |
INTANGIBLES, NET OF ACCUMULAT_2
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The following table summarizes the Company's intangible assets: December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade name $ 721 $ (187) $ 534 $ 700 $ (163) $ 537 Management contracts 28,913 (17,960) 10,953 31,043 (18,427) 12,616 Internally-developed software 417 (143) 274 314 (79) 235 Membership base 4,012 (3,304) 708 5,944 (5,236) 708 Nonamortizable liquor licenses 961 — 961 1,028 — 1,028 Total intangibles $ 35,024 $ (21,594) $ 13,430 $ 39,029 $ (23,905) $ 15,124 |
Schedule of future amortization expense | The unamortized balance of intangible assets at December 31, 2021 is expected to be amortized as follows: 2022 $ 1,583 2023 1,578 2024 1,189 2025 1,065 2026 804 Thereafter 6,229 Total amortizable intangible assets 12,448 Nonamortizable liquor and other licenses 982 Total intangible assets $ 13,430 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | The following table presents certain information regarding the Company's debt obligations: December 31, 2021 December 31, 2020 Debt Obligation/Collateral Month Issued Outstanding Face Amount Carrying Value Final Stated Maturity Weighted Average Coupon Weighted Average Funding Cost (A) Weighted Average Life (Years) Face Amount of Floating Rate Debt Outstanding Face Amount Carrying Value Credit Facilities and Finance Leases Vineyard II Dec 1993 200 200 Dec 2043 2.43% 2.38 % 22 200 200 200 Finance Leases (Equipment) July 2014 - Dec 2021 14,275 14,275 Jan 2021 - Jul 2027 3.50% to 15.00% 6.03 % 3.3 — 19,021 19,021 14,475 14,475 5.97 % 3.7 200 19,221 19,221 Less current portion of obligations under finance leases 5,400 5,400 6,470 6,470 Credit facilities and obligations under finance leases - noncurrent 9,075 9,075 12,751 12,751 Corporate Junior subordinated notes payable (B) Mar 2006 51,004 51,174 Apr 2035 3-mon LIBOR+2.25% 2.38 % 13.34 51,004 51,004 51,182 Total debt obligations $ 65,479 $ 65,649 3.17 % 11.2 $ 51,204 $ 70,225 $ 70,403 (B) Collateral for this obligation is the Company's general credit. |
Schedule of contractual maturities of debt obligations | The Company’s debt obligations have contractual maturities as follows: Nonrecourse Recourse Total 2022 $ 5,062 $ — $ 5,062 2023 4,415 — 4,415 2024 2,520 — 2,520 2025 1,445 — 1,445 2026 576 — 576 Thereafter 14 14 Total $ 14,032 $ — $ 14,032 |
REAL ESTATE SECURITIES (Tables)
REAL ESTATE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of real estate securities holdings | The following is a summary of the Company’s real estate security at December 31, 2021 and 2020, which is classified as available-for-sale and is, therefore, reported at fair value with changes in fair value recorded in other comprehensive loss, except if the security is other-than-temporarily impaired. Amortized Cost Basis Gross Unrealized Weighted Average Asset Type Outstanding Before Other-Than- After Gains Losses Carrying Value Number of Rating Coupon Yield Life Principal December 31, 2021 ABS - Non-Agency RMBS (E) $ 4,000 $ 3,844 $ (1,521) $ 2,323 $ 1,163 $ — $ 3,486 1 CCC 0.68 % 29.16 % 1.61 67.4 % 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 10 regarding the estimation of fair value, which is equal to carrying value for all securities. (B) Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Ratings provided were determined by third party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current. (C) The weighted average life is based on the timing of expected cash flows on the asset. (D) Percentage of the outstanding face amount of the security and residual interest that is subordinate to the Company’s investment. (E) The ABS - Non-Agency RMBS is a floating rate security and the collateral securing it is located in various geographic regions in the U.S. The Company does not have significant investments in any one geographic region. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Carrying Estimated Fair Value Method (A) Carrying Estimated Assets Real estate securities, available-for-sale $ 3,486 $ 3,486 Pricing models - Level 3 $ 3,223 $ 3,223 Cash and cash equivalents 58,286 58,286 47,786 47,786 Liabilities Junior subordinated notes payable $ 51,174 $ 27,625 Pricing models - Level 3 $ 51,182 $ 18,591 (A) Pricing models are used for (i) real estate securities that are not traded in an active market, and, therefore, have little or no price transparency, and for which significant unobservable inputs must be used in estimating fair value, or (ii) debt obligations which are private and untraded. |
Schedule of quantitative information about significant unobservable inputs | The following table provides quantitative information regarding the significant unobservable inputs used by the Company for assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020. Significant Input December 31, 2021 Asset Type Amortized Fair Discount Rate Prepayment Speed Cumulative Default Rate Loss Severity ABS - Non-Agency RMBS $ 2,323 $ 3,486 10.0 % 7.5 % 2.6 % 65.0 % Total $ 2,323 $ 3,486 December 31, 2020 ABS - Non-Agency RMBS $ 1,755 $ 3,223 10.0 % 7.5 % 2.6 % 65.0 % Total $ 1,755 $ 3,223 |
Schedule of change in fair value of Level 3 investments | Real estate securities measured at fair value on a recurring basis using Level 3 inputs changed as follows: ABS - Non-Agency RMBS Balance at December 31, 2019 $ 3,052 Total gains (losses) (A) Included in other comprehensive loss (242) Amortization included in interest income 462 Purchases, sales and repayments (A) Proceeds (49) Balance at December 31, 2020 $ 3,223 Total gains (losses) (A) Included in other comprehensive loss (305) Amortization included in interest income 592 Purchases, sales and repayments (A) Proceeds (24) Balance at December 31, 2021 $ 3,486 |
Schedule of liabilities for which fair value is disclosed | The following table summarizes the level of the fair value hierarchy, valuation techniques and inputs used for estimating each class of liabilities not measured at fair value in the statement of financial position but for which fair value is disclosed: Type of Liabilities Not Measured At Fair Value Fair Value for Which Fair Value Is Disclosed Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: • Amount and timing of expected future cash flows • Interest rates • Market yields and the credit spread of the Company |
EQUITY AND EARNINGS PER SHARE (
EQUITY AND EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of amounts used in computing basic and diluted EPS | The Company is required to present both basic and diluted earnings per share (“EPS”). The following table shows the amounts used in computing basic and diluted EPS: For Year Ended December 31, 2021 2020 2019 Numerator for basic and diluted earnings per share: Loss from continuing operations after preferred dividends $ (36,949) $ (61,934) $ (60,434) Loss Applicable to Common Stockholders $ (36,949) $ (61,934) $ (60,434) Denominator: Denominator for basic earnings per share - weighted average shares 89,733,378 67,158,745 67,039,556 Effect of dilutive securities Options — — — RSUs — — — Denominator for diluted earnings per share - adjusted weighted average shares 89,733,378 67,158,745 67,039,556 Basic earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.41) $ (0.92) $ (0.90) Loss Applicable to Common Stock, per share $ (0.41) $ (0.92) $ (0.90) Diluted earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.41) $ (0.92) $ (0.90) Loss Applicable to Common Stock, per share $ (0.41) $ (0.92) $ (0.90) |
Schedule of outstanding options | The following is a summary of the changes in the Company's outstanding options for the year ended December 31, 2021. Number of Options Weighted Average Strike Price Weighted Average Life Remaining (in years) Balance at December 31, 2020 4,935,732 $ 2.57 Vested (1,353,184) 1.00 Balance at December 31, 2021 3,582,548 $ 3.17 1.6 years Outstanding at December 31, 2021 2,578,926 $ 2.59 1.7 years |
Schedule of outstanding options summary | The Company's outstanding options are summarized as follows: Year Ended December 31, 2021 2020 Held by the former Manager 2,578,926 3,627,245 Granted to the former Manager and subsequently transferred to certain Manager’s employees (B) 1,003,622 1,308,154 Granted to the independent directors — 333 Granted to Drive Shack employees (A)(C) — — Total 3,582,548 4,935,732 (A) In 2019, in connection with the former CEO's retirement, the related option awards were modified to accelerate the vesting of 1,117,118 options, subject to a 90-day exercise period which was not exercised and expired on February 9, 2020. The former CEO forfeited 2,234,237 options upon departure. As a result of the modification, the Company reversed $2.1 million in stock compensation expense. The expense for the modified award was recorded at the modification date fair value. (B) The Company and Fortress (the former Manager) agreed that options held by certain employees formerly employed by the Manager will not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options will relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the Manager as part of their compensation. The options fully vest and are exercisable one year prior to the option expiration date, beginning March 2020 through January 2024. In 2019, a certain employee was terminated by the Company and 921,992 options reverted back to the former Manager. The Company reversed $1.2 million in stock compensation expense related to these options. (C) In 2018, the Company granted 75,000 options to an employee as provided in their employment agreement. The options fully vest on the third anniversary of the grant date. In 2019, the Company granted 695,652 options to an employee that vest and become exercisable in equal annual installment on each of the first three anniversaries of the grant date. In 2021, no options were cancelled as part of an employee's departure from the Company per a separation and release agreement. |
Schedule of assumptions for fair value of options | The fair value of the options was determined using the following assumptions: Option Valuation Date April 2019 November 2019 Expected Volatility 36.80 % 44.73 % Expected Dividend Yield 0.00 % 0.00 % Expected Remaining Term 6.0 years 0.3 years Risk-Free Rate 2.34 % 1.57 % Fair Value at Valuation Date $ 1,280 $ 67 |
Summary of changes in RSUs | The following is a summary of the changes in the Company's RSUs for the year ended December 31, 2021: Number of RSUs Weighted Average Grant Date Fair Value (per unit) Balance at December 31, 2020 259,238 $ 3.72 Granted (A) 149,660 $ 1.47 Released (162,706) $ 3.45 Forfeited (B) (53,002) $ 3.74 Outstanding at December 31, 2021 193,190 $ 2.20 (A) The Company's non-employee directors were granted 149,660 RSUs during 2021 as part of the annual compensation. The RSUs are subject to a one year vesting period. (B) Unvested RSUs are forfeited by non-employee directors upon their departure from the board of directors and forfeited by employees upon their termination. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consists of the following: Year Ended December 31, 2021 2020 2019 Current: Federal $ 1,429 $ 1,537 $ 532 State and Local 350 168 109 Total Current Provision $ 1,779 $ 1,705 $ 641 Deferred: Federal $ — $ — $ — State and Local — — — Total Deferred Provision $ — $ — $ — Total Provision for Income Taxes $ 1,779 $ 1,705 $ 641 |
Summary of reconciliation of the unrecognized tax benefits | A reconciliation of the unrecognized tax benefits is as follows: Balance as of December 31, 2020 $ 1,196 Decrease due to expiration of statue of limitations (568) Balance as of December 31, 2021 $ 628 |
Schedule of effective income tax reconciliation | The difference between the Company's reported provision for income taxes and the U.S. federal statutory rate of 21% is as follows: December 31, 2021 2020 2019 Provision at the statutory rate 21.00 % 21.00 % 21.00 % Permanent items (0.57) % (0.56) % (0.17) % Excess Inclusion Income (7.39) % (2.80) % (0.45) % State and local taxes (0.63) % (0.24) % (0.16) % Valuation allowance (20.60) % (20.61) % (21.11) % Unrecognized tax benefits 1.94 % (0.01) % (0.86) % Other — % 0.11 % 0.57 % Total Benefit (Expense) (6.25) % (3.11) % (1.18) % |
Schedule of deferred tax assets | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2021 and 2020 are presented below: December 31, 2021 2020 Deferred tax assets: Allowance for loan losses $ 285 $ 283 Depreciation and amortization 5,600 8,158 Accrued expenses 878 2,956 Interest 3,610 3,757 Operating lease liabilities 57,002 59,804 Net operating losses 142,875 126,163 Capital losses 7,625 7,749 Deferred revenue 3,804 1,956 Investment in Partnership 5,245 5,330 Impairment Loss 2,671 1,822 Other 585 1,342 Total deferred tax assets 230,180 219,320 Less valuation allowance (169,675) (152,884) Net deferred tax assets $ 60,505 $ 66,436 Deferred tax liabilities: Operating lease right-of-use assets 56,971 61,467 Membership deposit liabilities 3,534 4,969 Total deferred tax liabilities $ 60,505 $ 66,436 Net deferred tax assets $ — $ — |
Schedule of change in deferred tax asset valuation allowance | The following table summarizes the change in the deferred tax asset valuation allowance: Valuation allowance at December 31, 2020 $ 152,884 Increase due to current year operations 16,791 Valuation allowance at December 31, 2021 $ 169,675 |
(GAIN) LOSS ON LEASE TERMINAT_2
(GAIN) LOSS ON LEASE TERMINATIONS AND IMPAIRMENT - (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other than Temporary Impairment Losses, Investments [Abstract] | |
Summary of amounts recorded in the statement of operations for OTTI | The following table summarizes the amounts the Company recorded in the Consolidated Statements of Operations: Year Ended December 31, 2021 2020 2019 (Gain) loss on lease terminations $ 961 $ (2,872) $ — Impairment on traditional golf properties (held-for-sale) — — 1,227 Impairment on traditional golf properties (held-for-use) — 3,912 3,805 Impairment on corporate related assets 3,187 — — Other losses 887 (1,761) 10,381 Total (Gain) Loss on Lease Terminations and Impairment $ 5,035 $ (721) $ 15,413 |
SUMMARY QUARTERLY CONSOLIDATE_2
SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly unaudited summary information | 2021 Quarter Ended Year Ended March 31 June 30 September 30 December 31 December 31 Total revenues $ 61,091 $ 73,879 $ 76,366 $ 70,528 $ 281,864 Total operating costs 68,966 72,826 82,287 78,409 302,488 Operating loss (income) (7,875) 1,053 (5,921) (7,881) (20,624) Total other income (expenses) (2,534) (2,572) (2,329) (1,924) (9,359) Income tax expense 495 450 616 218 1,779 Consolidated net income (loss) (10,904) (1,969) (8,866) (10,023) (31,762) Less: net loss attributable to noncontrolling interest — — (15) (378) (393) Net loss attributable to the Company (10,904) (1,969) (8,851) (9,645) (31,369) Preferred dividends (1,395) (1,395) (1,395) (1,395) (5,580) Income (loss) applicable to common stockholders $ (12,299) $ (3,364) $ (10,246) $ (11,040) $ (36,949) Income (loss) applicable to common stock, per share Basic $ (0.15) $ (0.04) $ (0.11) $ (0.12) $ (0.41) Diluted $ (0.15) $ (0.04) $ (0.11) $ (0.12) $ (0.41) Weighted average number of shares of common stock outstanding Basic 82,558,881 92,065,615 92,085,846 92,073,344 89,733,378 Diluted 82,558,881 92,065,615 92,085,846 92,073,344 89,733,378 2020 Quarter Ended Year Ended March 31 June 30 September 30 December 31 December 31 Total revenues $ 61,135 $ 32,100 $ 66,465 $ 60,287 $ 219,987 Total operating costs 75,978 44,248 72,461 63,935 256,622 Operating loss (income) (14,843) (12,148) (5,996) (3,648) (36,635) Total other income (expenses) (2,248) (26,878) (2,918) 14,030 (18,014) Income tax expense (benefit) 271 500 498 436 1,705 Net income (loss) (17,362) (39,526) (9,412) 9,946 (56,354) Preferred dividends (1,395) (1,395) (1,395) (1,395) (5,580) Loss applicable to common stockholders $ (18,757) $ (40,921) $ (10,807) $ 8,551 $ (61,934) Loss applicable to common stock, per share Basic $ (0.28) $ (0.61) $ (0.16) $ 0.13 $ (0.92) Diluted $ (0.28) $ (0.61) $ (0.16) $ 0.13 $ (0.92) Weighted average number of shares of common stock outstanding Basic 67,069,534 67,111,843 67,212,532 67,238,624 67,158,745 Diluted 67,069,534 67,111,843 67,212,532 67,833,329 67,158,745 |
ORGANIZATION (Details)
ORGANIZATION (Details) | Dec. 31, 2021stateproperty |
Entertainment Golf | |
Segment Reporting Information | |
Number of properties in United States (property) | property | 6 |
Number of states the properties are located (states) | state | 4 |
Traditional Golf | |
Segment Reporting Information | |
Number of properties in United States (property) | property | 55 |
Number of states the properties are located (states) | state | 9 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | Oct. 16, 2020USD ($) | Mar. 07, 2018property | Mar. 31, 2020property | Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property |
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Net unrealized gain | $ 1,200,000 | $ 1,500,000 | |||||
Expected life of active golf membership (in years) | 7 years | ||||||
Refundable term for initiation fees (in years) | 30 years | ||||||
Fee deposit | $ 10,005,000 | 9,953,000 | |||||
Refunded customer deposits | $ 300,000 | ||||||
Ownership in equity investment (as percent) | 22.00% | ||||||
Other investments | $ 0 | 24,000,000 | |||||
Other than temporary impairment | $ 24,700,000 | 24,700,000 | |||||
Allowances for doubtful accounts | 900,000 | $ 900,000 | |||||
Trusts | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Fee deposit | $ 158,400,000 | ||||||
Disposed of by sale | Golf Properties | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Number of properties sold (property) | property | 1 | 11 | |||||
Sale price on sale of property | $ 34,500,000 | ||||||
Proceeds from sale of property and equipment | $ 33,600,000 | $ 33,600,000 | $ 74,300,000 | ||||
Held-for-sale | Golf Properties | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Number of properties sold (property) | property | 26 | ||||||
Entertainment Golf | |||||||
New Accounting Pronouncements or Change in Accounting Principle | |||||||
Number of real estate properties opened | property | 3 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Gain (Loss) on Settlement of Investments (Details) $ in Thousands | Oct. 16, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property |
New Accounting Pronouncements or Change in Accounting Principle | |||||
Gain on sale of traditional golf properties, net | $ 0 | $ 16,447 | $ 19,338 | ||
Collateral management fee income, net | 191 | 259 | 440 | ||
Equity in earnings, net of impairment from equity method investments | 0 | (24,020) | 1,381 | ||
Other income (loss) | 464 | (297) | (283) | ||
Other (loss) income, net | $ 655 | (7,611) | $ 20,876 | ||
Other than temporary impairment | $ 24,700 | $ 24,700 | |||
Disposed of by sale | Golf Properties | |||||
New Accounting Pronouncements or Change in Accounting Principle | |||||
Number of properties sold (property) | property | 1 | 11 | |||
Proceeds from sale of property and equipment | $ 33,600 | $ 33,600 | $ 74,300 | ||
Carrying value of property | 17,000 | 54,700 | |||
Gain on disposition of property | $ 16,600 | $ 19,400 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings and improvements | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 10 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 40 years |
Capital leases - equipment | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 2 years |
Capital leases - equipment | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 6 years |
Furniture, fixtures, and equipment | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 2 years |
Furniture, fixtures, and equipment | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Useful Lives for Amortization (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Trade name | |
Finite-Lived Intangible Assets | |
Amortization period (in years) | 30 years |
Management contracts | Minimum | |
Finite-Lived Intangible Assets | |
Amortization period (in years) | 2 years |
Management contracts | Maximum | |
Finite-Lived Intangible Assets | |
Amortization period (in years) | 26 years |
Internally-developed software | Minimum | |
Finite-Lived Intangible Assets | |
Amortization period (in years) | 3 years |
Internally-developed software | Maximum | |
Finite-Lived Intangible Assets | |
Amortization period (in years) | 5 years |
Membership base | |
Finite-Lived Intangible Assets | |
Amortization period (in years) | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents | ||
Restricted cash, current and noncurrent | $ 4,278 | $ 3,047 |
CDO trustee accounts | ||
Restricted Cash and Cash Equivalents | ||
Restricted cash, current and noncurrent | 103 | 114 |
Restricted cash for construction-in-progress | ||
Restricted Cash and Cash Equivalents | ||
Restricted cash, current and noncurrent | 1,884 | 1,182 |
Restricted cash | Traditional Golf | ||
Restricted Cash and Cash Equivalents | ||
Restricted cash, current and noncurrent | 1,561 | 1,566 |
Restricted cash | Entertainment Golf | ||
Restricted Cash and Cash Equivalents | ||
Restricted cash, current and noncurrent | $ 730 | $ 185 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of other assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Assets | ||
Managed property receivables | $ 19,316 | $ 3,236 |
Prepaid expenses | 2,524 | 3,158 |
Deposits | 1,827 | 767 |
Inventory | 2,229 | 1,950 |
Miscellaneous current assets, net | 4,138 | 5,299 |
Other current assets | 30,034 | 14,410 |
Other Assets | ||
Prepaid expenses | 2,156 | 2,154 |
Deposits | 3,335 | 2,504 |
Miscellaneous assets, net | 1,047 | 2,107 |
Other assets | $ 6,538 | $ 6,765 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Liabilities | ||
Operating lease liabilities | $ 16,519 | $ 19,894 |
Accrued rent | 3,455 | 4,318 |
Dividends payable | 930 | 0 |
Miscellaneous current liabilities | 5,620 | 4,005 |
Other current liabilities | $ 26,524 | $ 28,217 |
Operating Lease, Liability, Current, Statement of Financial Position | Other current liabilities | Other current liabilities |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accretion of discount and premium and other amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Accretion of net premium on securities, loans and other investments | $ (568) | $ (413) | $ (267) |
Amortization of net discount on debt obligations and deferred financing costs | (8) | (10) | (8) |
Amortization of discount and premium | (576) | (423) | (275) |
Amortization of leasehold intangibles | 0 | 0 | 0 |
Accretion of membership deposit liability | 8,198 | 8,160 | 7,225 |
Other amortization | $ 8,198 | $ 8,160 | $ 7,225 |
REVENUES - Disaggregation of Re
REVENUES - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue | |||||||||||
Total revenues | $ 70,528 | $ 76,366 | $ 73,879 | $ 61,091 | $ 60,287 | $ 66,465 | $ 32,100 | $ 61,135 | $ 281,864 | $ 219,987 | $ 272,064 |
Golf operations | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 232,560 | 189,972 | 216,497 | ||||||||
Golf operations, entertainment golf venues | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 20,427 | 10,536 | |||||||||
Golf operations, public golf properties | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 100,569 | 78,389 | |||||||||
Golf operations, private golf properties | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 49,164 | 44,872 | |||||||||
Golf operations, managed golf properties | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 62,337 | 56,175 | |||||||||
Golf operations, corporate | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 63 | ||||||||||
Food and beverages | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 49,304 | 30,015 | $ 55,567 | ||||||||
Food and beverage, entertainment golf venues | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 24,623 | 14,713 | |||||||||
Food and beverage, public golf properties | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 18,031 | 9,945 | |||||||||
Food and beverage, private golf properties | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 6,650 | 5,357 | |||||||||
Food and beverage, managed golf properties | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 0 | 0 | |||||||||
Food and beverage, corporate | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 0 | ||||||||||
Entertainment golf venues | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 45,050 | 25,249 | |||||||||
Public golf properties | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 118,600 | 88,334 | |||||||||
Private golf properties | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 55,814 | 50,229 | |||||||||
Managed golf properties | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 62,337 | 56,175 | |||||||||
Corporate golf properties | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | 63 | ||||||||||
Management Contract Reimbursements | |||||||||||
Disaggregation of Revenue | |||||||||||
Total revenues | $ 54,400 | $ 50,400 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021propertystatesegment | |
Segment Reporting Information | |
Number of reportable segments | segment | 3 |
Entertainment Golf | |
Segment Reporting Information | |
Number of properties in United States (property) | 6 |
Number of states the properties are located (states) | state | 4 |
Entertainment Golf | Drive Shack Venues | |
Segment Reporting Information | |
Number of properties in United States (property) | 4 |
Number of states the properties are located (states) | state | 3 |
Traditional Golf | |
Segment Reporting Information | |
Number of properties in United States (property) | 55 |
Number of states the properties are located (states) | state | 9 |
Operating segments | Traditional Golf | |
Segment Reporting Information | |
Number of properties in United States (property) | 55 |
SEGMENT REPORTING - Segment Rep
SEGMENT REPORTING - Segment Reporting (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | |||||||||||
Total revenues | $ 70,528,000 | $ 76,366,000 | $ 73,879,000 | $ 61,091,000 | $ 60,287,000 | $ 66,465,000 | $ 32,100,000 | $ 61,135,000 | $ 281,864,000 | $ 219,987,000 | $ 272,064,000 |
Operating costs | |||||||||||
Operating expenses | 222,260,000 | 188,745,000 | 229,306,000 | ||||||||
Cost of sales - food and beverages | 12,814,000 | 8,834,000 | 15,217,000 | ||||||||
General and administrative expense | 33,809,000 | 28,008,000 | 42,901,000 | ||||||||
General and administrative expense - acquisition and transaction expenses | 3,276,000 | 5,075,000 | |||||||||
Depreciation and amortization | 24,018,000 | 27,152,000 | 22,396,000 | ||||||||
Pre-opening costs | 4,552,000 | 1,328,000 | 9,040,000 | ||||||||
Impairment and other losses (gains) | 5,035,000 | (721,000) | 15,413,000 | ||||||||
Total operating costs | 78,409,000 | 82,287,000 | 72,826,000 | 68,966,000 | 63,935,000 | 72,461,000 | 44,248,000 | 75,978,000 | 302,488,000 | 256,622,000 | 339,348,000 |
Operating (loss) income | (7,881,000) | (5,921,000) | 1,053,000 | (7,875,000) | (3,648,000) | (5,996,000) | (12,148,000) | (14,843,000) | (20,624,000) | (36,635,000) | (67,284,000) |
Other income (expenses) | |||||||||||
Interest and investment income | 684,000 | 565,000 | 955,000 | ||||||||
Interest expense | (10,698,000) | (11,046,000) | (11,008,000) | ||||||||
Capitalized interest | 78,000 | 2,248,000 | |||||||||
Other income (loss), net | 655,000 | (7,611,000) | 20,876,000 | ||||||||
Total other income (expenses) | (1,924,000) | (2,329,000) | (2,572,000) | (2,534,000) | 14,030,000 | (2,918,000) | (26,878,000) | (2,248,000) | (9,359,000) | (18,014,000) | 13,071,000 |
Income tax expense (benefit) | 218,000 | 616,000 | 450,000 | 495,000 | 436,000 | 498,000 | 500,000 | 271,000 | 1,779,000 | 1,705,000 | 641,000 |
Net income (loss) | (31,762,000) | (56,354,000) | (54,854,000) | ||||||||
Less: net loss attributable to noncontrolling interest | (378,000) | (15,000) | 0 | 0 | (393,000) | 0 | 0 | ||||
Net loss | (9,645,000) | (8,851,000) | (1,969,000) | (10,904,000) | 9,946,000 | (9,412,000) | (39,526,000) | (17,362,000) | (31,369,000) | (56,354,000) | (54,854,000) |
Preferred dividends | (1,395,000) | (1,395,000) | (1,395,000) | (1,395,000) | (1,395,000) | (1,395,000) | (1,395,000) | (1,395,000) | (5,580,000) | (5,580,000) | (5,580,000) |
Net income (loss) applicable to common stockholders | (11,040,000) | $ (10,246,000) | $ (3,364,000) | $ (12,299,000) | 8,551,000 | $ (10,807,000) | $ (40,921,000) | $ (18,757,000) | (36,949,000) | (61,934,000) | (60,434,000) |
Total assets | 482,790,000 | 457,054,000 | 482,790,000 | 457,054,000 | |||||||
Total liabilities | 452,935,000 | 447,017,000 | 452,935,000 | 447,017,000 | |||||||
Preferred stock | 61,583,000 | 61,583,000 | 61,583,000 | 61,583,000 | |||||||
Noncontrolling interest | 1,456,000 | 0 | 1,456,000 | 0 | |||||||
Equity (loss) attributable to common stockholders | (33,184,000) | (51,546,000) | (33,184,000) | (51,546,000) | |||||||
Additions to property, plant and equipment | 32,389,000 | 19,143,000 | |||||||||
Severance expenses | 300,000 | 1,100,000 | 2,300,000 | ||||||||
Accretion of membership deposit liabilities | 8,200,000 | 7,200,000 | 7,200,000 | ||||||||
Other investments | 0 | 24,000,000 | 0 | 24,000,000 | |||||||
Golf operations | |||||||||||
Revenues | |||||||||||
Total revenues | 232,560,000 | 189,972,000 | 216,497,000 | ||||||||
Sales of food and beverages | |||||||||||
Revenues | |||||||||||
Total revenues | 49,304,000 | 30,015,000 | 55,567,000 | ||||||||
Operating segments | Entertainment Golf | |||||||||||
Revenues | |||||||||||
Total revenues | 45,050,000 | 25,249,000 | 19,780,000 | ||||||||
Operating costs | |||||||||||
Operating expenses | 25,427,000 | 19,525,000 | 16,403,000 | ||||||||
Cost of sales - food and beverages | 5,727,000 | 3,744,000 | 2,984,000 | ||||||||
General and administrative expense | 12,287,000 | 8,869,000 | 14,081,000 | ||||||||
General and administrative expense - acquisition and transaction expenses | 1,885,000 | 3,490,000 | |||||||||
Depreciation and amortization | 11,938,000 | 11,960,000 | 5,935,000 | ||||||||
Pre-opening costs | 4,551,000 | 1,328,000 | 9,040,000 | ||||||||
Impairment and other losses (gains) | 36,000 | (1,960,000) | 10,196,000 | ||||||||
Total operating costs | 59,966,000 | 45,351,000 | 62,129,000 | ||||||||
Operating (loss) income | (14,916,000) | (20,102,000) | (42,349,000) | ||||||||
Other income (expenses) | |||||||||||
Interest and investment income | 0 | 1,000 | 321,000 | ||||||||
Interest expense | (319,000) | (389,000) | (355,000) | ||||||||
Capitalized interest | 0 | 0 | |||||||||
Other income (loss), net | 9,000 | 0 | 0 | ||||||||
Total other income (expenses) | (310,000) | (388,000) | (34,000) | ||||||||
Income tax expense (benefit) | 1,000 | 75,000 | 62,000 | ||||||||
Net income (loss) | (15,227,000) | ||||||||||
Less: net loss attributable to noncontrolling interest | (393,000) | ||||||||||
Net loss | (14,834,000) | (20,565,000) | (42,445,000) | ||||||||
Preferred dividends | 0 | 0 | |||||||||
Net income (loss) applicable to common stockholders | (14,834,000) | (20,565,000) | (42,445,000) | ||||||||
Total assets | 180,729,000 | 178,132,000 | 180,729,000 | 178,132,000 | |||||||
Total liabilities | 50,739,000 | 38,717,000 | 50,739,000 | 38,717,000 | |||||||
Preferred stock | 0 | 0 | 0 | 0 | |||||||
Noncontrolling interest | 0 | 0 | |||||||||
Equity (loss) attributable to common stockholders | 129,990,000 | 139,415,000 | 129,990,000 | 139,415,000 | |||||||
Additions to property, plant and equipment | 24,344,000 | 9,447,000 | |||||||||
Operating segments | Entertainment Golf | Golf operations | |||||||||||
Revenues | |||||||||||
Total revenues | 20,427,000 | 10,536,000 | 7,806,000 | ||||||||
Operating segments | Entertainment Golf | Sales of food and beverages | |||||||||||
Revenues | |||||||||||
Total revenues | 24,623,000 | 14,713,000 | 11,974,000 | ||||||||
Operating segments | Traditional Golf | |||||||||||
Revenues | |||||||||||
Total revenues | 236,751,000 | 194,738,000 | 252,284,000 | ||||||||
Operating costs | |||||||||||
Operating expenses | 196,819,000 | 169,220,000 | 212,903,000 | ||||||||
Cost of sales - food and beverages | 7,087,000 | 5,090,000 | 12,233,000 | ||||||||
General and administrative expense | 10,414,000 | 9,661,000 | 16,812,000 | ||||||||
General and administrative expense - acquisition and transaction expenses | 210,000 | 798,000 | |||||||||
Depreciation and amortization | 11,656,000 | 14,903,000 | 16,266,000 | ||||||||
Pre-opening costs | 0 | 0 | 0 | ||||||||
Impairment and other losses (gains) | 1,812,000 | 1,239,000 | 5,217,000 | ||||||||
Total operating costs | 227,788,000 | 200,323,000 | 264,229,000 | ||||||||
Operating (loss) income | 8,963,000 | (5,585,000) | (11,945,000) | ||||||||
Other income (expenses) | |||||||||||
Interest and investment income | 71,000 | 77,000 | 105,000 | ||||||||
Interest expense | (9,095,000) | (9,009,000) | (8,238,000) | ||||||||
Capitalized interest | 22,000 | 586,000 | |||||||||
Other income (loss), net | 468,000 | 16,164,000 | 19,069,000 | ||||||||
Total other income (expenses) | (8,556,000) | 7,254,000 | 11,522,000 | ||||||||
Income tax expense (benefit) | (19,000) | 8,000 | |||||||||
Net income (loss) | 407,000 | ||||||||||
Less: net loss attributable to noncontrolling interest | 0 | ||||||||||
Net loss | 407,000 | 1,688,000 | (431,000) | ||||||||
Preferred dividends | 0 | 0 | |||||||||
Net income (loss) applicable to common stockholders | 407,000 | 1,688,000 | (431,000) | ||||||||
Total assets | 260,003,000 | 267,033,000 | 260,003,000 | 267,033,000 | |||||||
Total liabilities | 339,443,000 | 345,340,000 | 339,443,000 | 345,340,000 | |||||||
Preferred stock | 0 | 0 | 0 | 0 | |||||||
Noncontrolling interest | 0 | 0 | |||||||||
Equity (loss) attributable to common stockholders | (79,440,000) | (78,307,000) | (79,440,000) | (78,307,000) | |||||||
Additions to property, plant and equipment | 7,670,000 | 8,932,000 | |||||||||
Operating segments | Traditional Golf | Golf operations | |||||||||||
Revenues | |||||||||||
Total revenues | 212,070,000 | 179,436,000 | 208,691,000 | ||||||||
Operating segments | Traditional Golf | Sales of food and beverages | |||||||||||
Revenues | |||||||||||
Total revenues | 24,681,000 | 15,302,000 | 43,593,000 | ||||||||
Operating segments | Corporate | |||||||||||
Revenues | |||||||||||
Total revenues | 63,000 | 0 | 0 | ||||||||
Operating costs | |||||||||||
Operating expenses | 14,000 | 0 | 0 | ||||||||
Cost of sales - food and beverages | 0 | 0 | 0 | ||||||||
General and administrative expense | 11,108,000 | 9,478,000 | 12,008,000 | ||||||||
General and administrative expense - acquisition and transaction expenses | 1,181,000 | 787,000 | |||||||||
Depreciation and amortization | 424,000 | 289,000 | 195,000 | ||||||||
Pre-opening costs | 1,000 | 0 | 0 | ||||||||
Impairment and other losses (gains) | 3,187,000 | 0 | 0 | ||||||||
Total operating costs | 14,734,000 | 10,948,000 | 12,990,000 | ||||||||
Operating (loss) income | (14,671,000) | (10,948,000) | (12,990,000) | ||||||||
Other income (expenses) | |||||||||||
Interest and investment income | 613,000 | 487,000 | 529,000 | ||||||||
Interest expense | (1,284,000) | (1,648,000) | (2,415,000) | ||||||||
Capitalized interest | 56,000 | 1,662,000 | |||||||||
Other income (loss), net | 178,000 | (23,775,000) | 1,807,000 | ||||||||
Total other income (expenses) | (493,000) | (24,880,000) | 1,583,000 | ||||||||
Income tax expense (benefit) | 1,778,000 | 1,649,000 | 571,000 | ||||||||
Net income (loss) | (16,942,000) | ||||||||||
Less: net loss attributable to noncontrolling interest | 0 | ||||||||||
Net loss | (16,942,000) | (37,477,000) | (11,978,000) | ||||||||
Preferred dividends | (5,580,000) | (5,580,000) | (5,580,000) | ||||||||
Net income (loss) applicable to common stockholders | (22,522,000) | (43,057,000) | (17,558,000) | ||||||||
Total assets | 42,058,000 | 11,889,000 | 42,058,000 | 11,889,000 | |||||||
Total liabilities | 62,753,000 | 62,960,000 | 62,753,000 | 62,960,000 | |||||||
Preferred stock | 61,583,000 | 61,583,000 | 61,583,000 | 61,583,000 | |||||||
Noncontrolling interest | 1,456,000 | 1,456,000 | |||||||||
Equity (loss) attributable to common stockholders | $ (83,734,000) | $ (112,654,000) | (83,734,000) | (112,654,000) | |||||||
Additions to property, plant and equipment | 375,000 | 764,000 | |||||||||
Operating segments | Corporate | Golf operations | |||||||||||
Revenues | |||||||||||
Total revenues | 63,000 | 0 | 0 | ||||||||
Operating segments | Corporate | Sales of food and beverages | |||||||||||
Revenues | |||||||||||
Total revenues | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT, NET O_3
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION - Summary of Property and Equipment, Net of Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finance leases - equipment | ||
Net Carrying Value | $ 14,283 | |
Total Property and Equipment | ||
Gross Carrying Amount | 270,082 | $ 249,341 |
Accumulated Depreciation | (90,822) | (79,916) |
Net Carrying Value | 179,260 | 169,425 |
Land | ||
PP&E | ||
Gross Carrying Amount | 6,770 | 6,770 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | 6,770 | 6,770 |
Buildings and improvements | ||
PP&E | ||
Gross Carrying Amount | 155,086 | 142,635 |
Accumulated Depreciation | (46,399) | (40,198) |
Net Carrying Value | 108,687 | 102,437 |
Furniture, fixtures, and equipment | ||
PP&E | ||
Gross Carrying Amount | 56,809 | 51,622 |
Accumulated Depreciation | (28,821) | (24,422) |
Net Carrying Value | 27,988 | 27,200 |
Finance leases - equipment | ||
Finance leases - equipment | ||
Gross Carrying Amount | 29,886 | 34,339 |
Accumulated Depreciation | (15,602) | (15,296) |
Net Carrying Value | 14,284 | 19,043 |
Construction in progress | ||
PP&E | ||
Gross Carrying Amount | 21,531 | 13,975 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | $ 21,531 | $ 13,975 |
PROPERTY AND EQUIPMENT, NET O_4
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION - Additional Information (Details) $ in Thousands | Oct. 16, 2020USD ($) | Oct. 31, 2020USD ($) | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property | Sep. 30, 2019USD ($)property | Jun. 30, 2019USD ($)property | Mar. 31, 2019USD ($)property | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property | Dec. 31, 2018USD ($) |
Disposed of by sale | Golf Properties | |||||||||||
Property, Plant and Equipment | |||||||||||
Number of properties held for sale | property | 1 | 11 | |||||||||
Sale price on sale of property | $ 34,500 | ||||||||||
Proceeds from sale of property and equipment | $ 33,600 | $ 33,600 | $ 74,300 | ||||||||
Net payables related to sale | $ 2,100 | ||||||||||
Proceeds from cash deposits | $ 9,400 | ||||||||||
Disposed of by sale | Golf Properties Sold During Current Period | |||||||||||
Property, Plant and Equipment | |||||||||||
Proceeds from sale of property and equipment | $ 18,400 | 18,200 | |||||||||
Remittance to buyer | 3,500 | $ 3,500 | |||||||||
Disposed of by sale | Golf Properties Sold During Prior Period | |||||||||||
Property, Plant and Equipment | |||||||||||
Gain on sale | $ 2,200 | ||||||||||
Finance leases - equipment | |||||||||||
Property, Plant and Equipment | |||||||||||
Depreciation | $ 22,200 | 24,400 | 19,300 | ||||||||
Traditional Golf Properties and Related Facilities | Disposed of by sale | |||||||||||
Property, Plant and Equipment | |||||||||||
Number of properties held for sale | property | 1 | 3 | 1 | 4 | 3 | ||||||
Sale price on sale of property | $ 34,500 | $ 19,100 | $ 12,500 | $ 19,700 | $ 28,700 | $ 34,500 | $ 19,100 | ||||
Proceeds from sale of property and equipment | 14,900 | 17,700 | |||||||||
Gain on sale | $ 16,600 | $ 7,700 | $ 7,000 | $ (400) | 5,200 | ||||||
Remittance to buyer | $ 2,700 | ||||||||||
Traditional Golf Properties and Related Facilities | Disposed of by sale | Golf Properties | |||||||||||
Property, Plant and Equipment | |||||||||||
Sale price on sale of property | $ 34,500 | ||||||||||
Proceeds from sale of property and equipment | 33,600 | ||||||||||
Gain on sale | $ 16,600 |
PROPERTY AND EQUIPMENT, NET O_5
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION - Summary of the Traditional Golf properties (Details) - Traditional Golf Properties and Related Facilities - Disposed of by sale $ in Thousands | 3 Months Ended | ||||
Dec. 31, 2020USD ($)propertycontract | Dec. 31, 2019USD ($)contractproperty | Sep. 30, 2019USD ($)propertycontract | Jun. 30, 2019USD ($)propertycontract | Mar. 31, 2019USD ($)contractproperty | |
Property, Plant and Equipment | |||||
Number of properties sold (property) | property | 1 | 3 | 1 | 4 | 3 |
Sale Price | $ 34,500 | $ 19,100 | $ 12,500 | $ 19,700 | $ 28,700 |
Net proceeds | 33,600 | 18,600 | 12,300 | 17,900 | 25,500 |
Transaction Costs | 900 | 400 | 200 | 800 | 500 |
Carrying Value | 17,000 | 10,900 | 5,200 | 18,300 | 20,300 |
Gain (Loss) | $ 16,600 | $ 7,700 | $ 7,000 | $ (400) | $ 5,200 |
Management Agreements Executed Subsequent to Sale | contract | 1 | 2 | 1 | 1 | 1 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)renewal | Dec. 31, 2020USD ($) | Jan. 01, 2019USD ($) | |
Lessee, Lease, Description | |||
Operating lease right-of-use assets | $ 181,915 | $ 192,828 | $ 225,600 |
Operating lease liability | $ 182,550 | $ 205,900 | |
Number of renewal term | renewal | 8 | ||
Renewal term (in years) | 5 years | ||
Operating lease not yet commenced | $ 53,800 | ||
Maximum | |||
Lessee, Lease, Description | |||
Operating lease term (in years) | 10 years | ||
Traditional Golf Properties and Related Facilities | Minimum | |||
Lessee, Lease, Description | |||
Operating lease term (in years) | 10 years | ||
Traditional Golf Properties and Related Facilities | Maximum | |||
Lessee, Lease, Description | |||
Operating lease term (in years) | 20 years | ||
Golf Carts and Equipment | Minimum | |||
Lessee, Lease, Description | |||
Operating lease term (in years) | 24 months | ||
Golf Carts and Equipment | Maximum | |||
Lessee, Lease, Description | |||
Operating lease term (in years) | 66 months |
LEASES - Lease Related Costs (D
LEASES - Lease Related Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost | ||
Amortization of right-of-use assets | $ 5,512 | $ 6,062 |
Interest on lease liabilities | 1,158 | 1,142 |
Total finance lease cost | 6,670 | 7,204 |
Operating lease cost | ||
Operating lease cost | 30,195 | 36,003 |
Short-term lease cost | 255 | 1,396 |
Variable lease cost | 22,394 | 11,087 |
Total operating lease cost | 52,844 | 48,486 |
Total lease cost | $ 59,514 | $ 55,690 |
LEASES - Other Information (Det
LEASES - Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2019 | |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 181,915 | $ 192,828 | $ 225,600 |
Right-of-use assets, financing leases | 14,283 | ||
Lease liabilities, operating leases | 182,550 | $ 205,900 | |
Lease liabilities, finance leases | 14,275 | ||
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows, Operating Leases | 34,810 | ||
Operating cash flows, Financing Leases | 1,158 | ||
Financing cash flows, Financing Leases | 6,350 | ||
Right-of-use assets obtained in exchange for lease liabilities, operating leases | 9,806 | ||
Right-of-use assets obtained in exchange for lease liabilities, financing leases | $ 1,955 | ||
Weighted average remaining lease term, operating lease (in years) | 14 years 3 months 18 days | ||
Weighted average life | 3 years 3 months 18 days | ||
Weighted average discount rate, operating lease | 8.21% | ||
Weighted average funding cost | 6.03% |
LEASES - Schedule of Lease Matu
LEASES - Schedule of Lease Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2019 |
Operating Leases | ||
2022 | $ 31,246 | |
2023 | 31,142 | |
2024 | 25,142 | |
2025 | 22,095 | |
2026 | 19,740 | |
Thereafter | 166,982 | |
Total minimum lease payments | 296,347 | |
Less: imputed interest | 113,797 | |
Total lease liabilities | 182,550 | $ 205,900 |
Financing Leases | ||
2022 | 5,897 | |
2023 | 4,906 | |
2024 | 2,744 | |
2025 | 1,544 | |
2026 | 600 | |
Thereafter | 14 | |
Total minimum lease payments | 15,705 | |
Less: imputed interest | 1,430 | |
Total lease liabilities | $ 14,275 |
INTANGIBLES, NET OF ACCUMULAT_3
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Carrying Value | |||
Accumulated Amortization | $ (21,594) | $ (23,905) | |
Net Carrying Value | 12,448 | ||
Nonamortizable liquor and other licenses | 982 | ||
Total intangibles, gross carrying amount | 35,024 | 39,029 | |
Total intangible assets | 13,430 | 15,124 | |
Amortization of intangible assets | 1,800 | 2,700 | $ 3,400 |
Nonamortizable liquor licenses | |||
Net Carrying Value | |||
Nonamortizable liquor and other licenses | 961 | 1,028 | |
Trade name | |||
Net Carrying Value | |||
Gross Carrying Amount | 721 | 700 | |
Accumulated Amortization | (187) | (163) | |
Net Carrying Value | 534 | 537 | |
Management contracts | |||
Net Carrying Value | |||
Gross Carrying Amount | 28,913 | 31,043 | |
Accumulated Amortization | (17,960) | (18,427) | |
Net Carrying Value | 10,953 | 12,616 | |
Internally-developed software | |||
Net Carrying Value | |||
Gross Carrying Amount | 417 | 314 | |
Accumulated Amortization | (143) | (79) | |
Net Carrying Value | 274 | 235 | |
Membership base | |||
Net Carrying Value | |||
Gross Carrying Amount | 4,012 | 5,944 | |
Accumulated Amortization | (3,304) | (5,236) | |
Net Carrying Value | $ 708 | $ 708 |
INTANGIBLES, NET OF ACCUMULAT_4
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year | ||
2022 | $ 1,583 | |
2023 | 1,578 | |
2024 | 1,189 | |
2025 | 1,065 | |
2026 | 804 | |
Thereafter | 6,229 | |
Net Carrying Value | 12,448 | |
Nonamortizable liquor and other licenses | 982 | |
Total intangible assets | $ 13,430 | $ 15,124 |
DEBT OBLIGATIONS - Debt Obligat
DEBT OBLIGATIONS - Debt Obligations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument | ||
Weighted Average Funding Cost | 6.03% | |
Weighted average life | 3 years 3 months 18 days | |
Less current portion of obligations under finance leases | $ 5,400,000 | $ 6,470,000 |
Total debt obligations | ||
Debt Instrument | ||
Outstanding Face Amount | 65,479,000 | 70,225,000 |
Carrying Value | $ 65,649,000 | 70,403,000 |
Weighted Average Funding Cost | 3.17% | |
Weighted average life | 11 years 2 months 12 days | |
Face Amount of Floating Rate Debt | $ 51,204,000 | |
Credit Facilities and Capital Leases | ||
Debt Instrument | ||
Outstanding Face Amount | 14,475,000 | 19,221,000 |
Carrying Value | $ 14,475,000 | 19,221,000 |
Weighted Average Funding Cost | 5.97% | |
Weighted average life | 3 years 8 months 12 days | |
Face Amount of Floating Rate Debt | $ 200,000 | |
Vineyard II | ||
Debt Instrument | ||
Outstanding Face Amount | 200,000 | 200,000 |
Carrying Value | $ 200,000 | 200,000 |
Weighted Average Coupon - rate | 2.43% | |
Weighted Average Funding Cost | 2.38% | |
Weighted average life | 22 years | |
Face Amount of Floating Rate Debt | $ 200,000 | |
Finance Leases (Equipment) | ||
Debt Instrument | ||
Outstanding Face Amount | 14,275,000 | 19,021,000 |
Carrying Value | 14,275,000 | 19,021,000 |
Face Amount of Floating Rate Debt | $ 0 | |
Finance Leases (Equipment) | Minimum | ||
Debt Instrument | ||
Weighted Average Coupon - rate | 3.50% | |
Finance Leases (Equipment) | Maximum | ||
Debt Instrument | ||
Weighted Average Coupon - rate | 15.00% | |
Less current portion of obligations under finance leases | ||
Debt Instrument | ||
Outstanding Face Amount | $ 5,400,000 | 6,470,000 |
Less current portion of obligations under finance leases | 5,400,000 | 6,470,000 |
Credit facilities and obligations under finance leases - noncurrent | ||
Debt Instrument | ||
Outstanding Face Amount | 9,075,000 | 12,751,000 |
Credit facilities and obligations under finance leases - noncurrent | 9,075,000 | 12,751,000 |
Junior subordinated notes payable | ||
Debt Instrument | ||
Outstanding Face Amount | 51,004,000 | 51,004,000 |
Carrying Value | $ 51,174,000 | $ 51,182,000 |
Weighted Average Funding Cost | 2.38% | |
Weighted average life | 13 years 4 months 2 days | |
Face Amount of Floating Rate Debt | $ 51,004,000 | |
Junior subordinated notes payable | LIBOR | ||
Debt Instrument | ||
Weighted Average Coupon - spread on basis for variable rate | 2.25% |
DEBT OBLIGATIONS DEBT OBLIGATIO
DEBT OBLIGATIONS DEBT OBLIGATIONS - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)roundinstallment | Dec. 31, 2020USD ($) | |
Minimum | Capital leases - equipment | ||
Debt Instrument | ||
Lease term (in month) | 36 months | |
Maximum | Capital leases - equipment | ||
Debt Instrument | ||
Lease term (in month) | 66 months | |
Vineyard II | ||
Debt Instrument | ||
Face amount of debt | $ | $ 200,000 | $ 200,000 |
Number of installment payments | installment | 5 | |
Achievement period (in month) | 36 months | |
Rounds of golf | round | 240,000 | |
Variable rate (as percent) | 1.00% | |
Effective interest rate (as percent) | 2.43% |
DEBT OBLIGATIONS - Maturities o
DEBT OBLIGATIONS - Maturities of Debt Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity | |
2022 | $ 5,062 |
2023 | 4,415 |
2024 | 2,520 |
2025 | 1,445 |
2026 | 576 |
Thereafter | 14 |
Total | 14,032 |
Recourse | |
Long-term Debt, Fiscal Year Maturity | |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | |
Total | 0 |
Nonrecourse | |
Long-term Debt, Fiscal Year Maturity | |
2022 | 5,062 |
2023 | 4,415 |
2024 | 2,520 |
2025 | 1,445 |
2026 | 576 |
Thereafter | 14 |
Total | $ 14,032 |
REAL ESTATE SECURITIES - Real E
REAL ESTATE SECURITIES - Real Estate Securities Holdings (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)contract | Dec. 31, 2020USD ($)contract | |
Debt Securities, Available-for-sale | ||
After Impairment | $ 2,323 | $ 1,755 |
Carrying Value | $ 3,486 | 3,223 |
Expected life of active golf membership (in years) | 7 years | |
ABS - Non-Agency RMBS | ||
Debt Securities, Available-for-sale | ||
Outstanding Face Amount | $ 4,000 | 4,000 |
Before Impairment | 3,844 | 3,276 |
Other-Than- Temporary- Impairment | (1,521) | (1,521) |
After Impairment | 2,323 | 1,755 |
Gains | 1,163 | 1,468 |
Losses | 0 | 0 |
Carrying Value | $ 3,486 | $ 3,223 |
Number of Securities | contract | 1 | 1 |
Coupon | 0.68% | 0.73% |
Yield | 29.16% | 29.14% |
Expected life of active golf membership (in years) | 1 year 7 months 9 days | 2 years 7 months 6 days |
Principal Subordination | 67.40% | 52.20% |
REAL ESTATE SECURITIES - Narrat
REAL ESTATE SECURITIES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |||
Other-than-temporary impairment charges (OTTI) | $ 0 | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Values and Estimated Fair Values (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Real estate securities, available-for-sale | $ 3,486 | $ 3,223 |
Cash and cash equivalents | 58,286 | 47,786 |
Carrying Value | ||
Assets | ||
Real estate securities, available-for-sale | 3,486 | 3,223 |
Cash and cash equivalents | 58,286 | 47,786 |
Liabilities | ||
Junior subordinated notes payable | 51,174 | 51,182 |
Estimated Fair Value | ||
Assets | ||
Real estate securities, available-for-sale | 3,486 | 3,223 |
Cash and cash equivalents | 58,286 | 47,786 |
Liabilities | ||
Junior subordinated notes payable | $ 27,625 | $ 18,591 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative Information about Significant Unobservable Inputs (Details) $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Amortized Cost Basis | $ 2,323 | $ 1,755 |
Real estate securities, available-for-sale | 3,486 | 3,223 |
ABS - Non-Agency RMBS | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Amortized Cost Basis | 2,323 | 1,755 |
ABS - Non-Agency RMBS | ABS - Non-Agency RMBS | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Real estate securities, available-for-sale | $ 3,486 | $ 3,223 |
Discount Rate | ABS - Non-Agency RMBS | ABS - Non-Agency RMBS | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Significant Input | 0.100 | 0.100 |
Prepayment Speed | ABS - Non-Agency RMBS | ABS - Non-Agency RMBS | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Significant Input | 0.075 | 0.075 |
Cumulative Default Rate | ABS - Non-Agency RMBS | ABS - Non-Agency RMBS | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Significant Input | 0.026 | 0.026 |
Loss Severity | ABS - Non-Agency RMBS | ABS - Non-Agency RMBS | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Significant Input | 0.650 | 0.650 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Change in Fair Value of Level 3 Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Purchases, sales and repayments | ||
Transfers in or out of Level 3 | $ 0 | $ 0 |
Level 3 | Measured on a Recurring Basis | ABS - Non-Agency RMBS | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Balance, beginning | 3,223,000 | 3,052,000 |
Total gains (losses) | ||
Included in other comprehensive loss | (305,000) | (242,000) |
Amortization included in interest income | 592,000 | 462,000 |
Purchases, sales and repayments | ||
Proceeds | (24,000) | (49,000) |
Balance, ending | 3,486,000 | 3,223,000 |
Purchases | 0 | 0 |
Sales | $ 0 | $ 0 |
EQUITY AND EARNINGS PER SHARE -
EQUITY AND EARNINGS PER SHARE - (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator for basic and diluted earnings per share: | |||||||||||
Loss from continuing operations after preferred dividends | $ (36,949) | $ (61,934) | $ (60,434) | ||||||||
Net income (loss) applicable to common stockholders | $ (11,040) | $ (10,246) | $ (3,364) | $ (12,299) | $ 8,551 | $ (10,807) | $ (40,921) | $ (18,757) | (36,949) | (61,934) | (60,434) |
Loss applicable to common stockholders, diluted | $ 8,551 | $ (10,807) | $ (40,921) | $ (18,757) | $ (36,949) | $ (61,934) | $ (60,434) | ||||
Denominator: | |||||||||||
Denominator for basic earnings per share - weighted average shares (in shares) | 92,073,344 | 92,085,846 | 92,065,615 | 82,558,881 | 67,238,624 | 67,212,532 | 67,111,843 | 67,069,534 | 89,733,378 | 67,158,745 | 67,039,556 |
Effect of dilutive securities | |||||||||||
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 92,073,344 | 92,085,846 | 92,065,615 | 82,558,881 | 67,833,329 | 67,212,532 | 67,111,843 | 67,069,534 | 89,733,378 | 67,158,745 | 67,039,556 |
Basic earnings per share: | |||||||||||
Loss from continuing operations per share of common stock after preferred dividends (in dollars per share) | $ (0.41) | $ (0.92) | $ (0.90) | ||||||||
Loss Applicable to Common Stock, per share (in dollars per share) | $ (0.12) | $ (0.11) | $ (0.04) | $ (0.15) | $ 0.13 | $ (0.16) | $ (0.61) | $ (0.28) | (0.41) | (0.92) | (0.90) |
Diluted earnings per share: | |||||||||||
Loss from continuing operations per share of common stock after preferred dividends (in dollars per share) | (0.41) | (0.92) | (0.90) | ||||||||
Loss Applicable to Common Stock, per share (in dollars per share) | $ (0.12) | $ (0.11) | $ (0.04) | $ (0.15) | $ 0.13 | $ (0.16) | $ (0.61) | $ (0.28) | $ (0.41) | $ (0.92) | $ (0.90) |
Options | |||||||||||
Effect of dilutive securities | |||||||||||
Options (in shares) | 0 | 0 | 0 | ||||||||
RSUs | |||||||||||
Effect of dilutive securities | |||||||||||
Options (in shares) | 0 | 0 | 0 |
EQUITY AND EARNINGS PER SHARE_2
EQUITY AND EARNINGS PER SHARE - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 11, 2021 | Nov. 05, 2021 | Oct. 29, 2021 | Aug. 05, 2021 | Jul. 30, 2021 | May 07, 2021 | Apr. 29, 2021 | Mar. 11, 2021 | Mar. 31, 2007 | Oct. 31, 2005 | Mar. 31, 2003 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 12, 2021 | Mar. 31, 2010 |
Class of Stock | |||||||||||||||||
Share price (in dollars per share) | $ 1.43 | ||||||||||||||||
Preferred stock liquidation preference (in dollars per share) | $ 25 | $ 25 | |||||||||||||||
Dividends paid | $ 1,400 | $ 1,400 | $ 1,400 | ||||||||||||||
Dividends payable | $ 900 | ||||||||||||||||
Symphony Ventures | |||||||||||||||||
Class of Stock | |||||||||||||||||
Total commitment | $ 10,000 | ||||||||||||||||
SLP | |||||||||||||||||
Class of Stock | |||||||||||||||||
Majority ownership percentage | 90.00% | ||||||||||||||||
SLP | Symphony Ventures | |||||||||||||||||
Class of Stock | |||||||||||||||||
Minority interest percentage | 10.00% | ||||||||||||||||
SLP | Symphony Ventures | Scenario, Plan | |||||||||||||||||
Class of Stock | |||||||||||||||||
Payments to acquire interest in limited partnership | $ 1,041 | ||||||||||||||||
Public Offering | |||||||||||||||||
Class of Stock | |||||||||||||||||
Issuance of common stock (in shares) | 23,285,553 | ||||||||||||||||
9.750% Series B Preferred Stock | |||||||||||||||||
Class of Stock | |||||||||||||||||
Issuance of preferred stock (in shares) | 2,500,000 | 1,347,321 | 1,347,321 | ||||||||||||||
Issuance of preferred stock | $ 62,500 | ||||||||||||||||
Preferred stock, dividend rate (as percent) | 9.75% | 9.75% | 9.75% | 9.75% | 9.75% | 9.75% | 9.75% | ||||||||||
Preferred stock liquidation preference (in dollars per share) | $ 25 | ||||||||||||||||
Cost incurred with stock issuance | $ 2,400 | ||||||||||||||||
Preferred stock, shares outstanding (in shares) | 1,347,321 | 1,347,321 | 1,347,321 | ||||||||||||||
Dividends declared (in dollars per share) | $ 0.609375 | $ 0.609375 | $ 0.609375 | $ 0.609375 | |||||||||||||
8.05% Series C Preferred stock | |||||||||||||||||
Class of Stock | |||||||||||||||||
Issuance of preferred stock (in shares) | 1,600,000 | 496,000 | 496,000 | ||||||||||||||
Issuance of preferred stock | $ 40,000 | ||||||||||||||||
Preferred stock, dividend rate (as percent) | 8.05% | 8.05% | 8.05% | 8.05% | 8.05% | 8.05% | 8.05% | ||||||||||
Increased dividend rate of preferred stock, if delisting occurs (as percent) | 9.05% | ||||||||||||||||
Cost incurred with stock issuance | $ 1,500 | ||||||||||||||||
Preferred stock, shares outstanding (in shares) | 496,000 | 496,000 | 496,000 | ||||||||||||||
Dividends declared (in dollars per share) | $ 0.503125 | $ 0.503125 | $ 0.503125 | $ 0.503125 | |||||||||||||
8.375% Series D Preferred Stock | |||||||||||||||||
Class of Stock | |||||||||||||||||
Issuance of preferred stock (in shares) | 2,000,000 | 620,000 | 620,000 | ||||||||||||||
Issuance of preferred stock | $ 50,000 | ||||||||||||||||
Preferred stock, dividend rate (as percent) | 8.375% | 8.375% | 8.375% | 8.375% | 8.375% | 8.375% | 8.375% | ||||||||||
Increased dividend rate of preferred stock, if delisting occurs (as percent) | 9.375% | ||||||||||||||||
Cost incurred with stock issuance | $ 1,800 | ||||||||||||||||
Preferred stock, shares outstanding (in shares) | 620,000 | 620,000 | 620,000 | ||||||||||||||
Dividends declared (in dollars per share) | $ 0.523438 | $ 0.523438 | $ 0.523438 | $ 0.523438 | |||||||||||||
Omnibus Incentive Plan 2018 | |||||||||||||||||
Class of Stock | |||||||||||||||||
Shares available for grants (in shares) | 5,284,184 | ||||||||||||||||
Number of fully vested shares available for grant (as percent) | 20.00% | ||||||||||||||||
RSUs | |||||||||||||||||
Class of Stock | |||||||||||||||||
Dilutive common stock equivalents (in shares) | 0 | 0 | 0 | ||||||||||||||
Stock-based compensation expense | $ 700 | $ 700 | $ 700 | ||||||||||||||
Unrecognized stock-based compensation expense, stock options | $ 300 | ||||||||||||||||
Weighted average period of recognition for stock-based compensation expense | 1 year 1 month 6 days | ||||||||||||||||
Vesting period | 1 year | ||||||||||||||||
Granted (in shares) | 149,660 | ||||||||||||||||
Stock Option | |||||||||||||||||
Class of Stock | |||||||||||||||||
Dilutive common stock equivalents (in shares) | 0 | 0 | 0 | ||||||||||||||
Stock-based compensation expense | $ 1,400 | $ 800 | $ 600 | ||||||||||||||
Unrecognized stock-based compensation expense, stock options | $ 600 | ||||||||||||||||
Weighted average period of recognition for stock-based compensation expense | 1 year 1 month 6 days | ||||||||||||||||
Non-employee | RSUs | |||||||||||||||||
Class of Stock | |||||||||||||||||
Vesting period | 1 year | ||||||||||||||||
Vested (in shares) | 13,429 | ||||||||||||||||
employee | |||||||||||||||||
Class of Stock | |||||||||||||||||
Stock-based compensation expense | $ (1,200) | ||||||||||||||||
employee | RSUs | |||||||||||||||||
Class of Stock | |||||||||||||||||
Issuance of common stock (in shares) | 61,520 | 160,792 | 8,548 | ||||||||||||||
Vested (in shares) | 61,520 | ||||||||||||||||
Granted to the independent directors | |||||||||||||||||
Class of Stock | |||||||||||||||||
Issuance of common stock (in shares) | 6,000 | 50,000 | |||||||||||||||
Granted to the independent directors | RSUs | |||||||||||||||||
Class of Stock | |||||||||||||||||
Issuance of common stock (in shares) | 27,099 | ||||||||||||||||
Shares of common stock issued for compensation (in shares) | 13,429 | 50,653 | |||||||||||||||
Former Executive | |||||||||||||||||
Class of Stock | |||||||||||||||||
Issuance of common stock (in shares) | 736,551 | 43,396 | |||||||||||||||
Non-Employee Director | Omnibus Incentive Plan 2018 | |||||||||||||||||
Class of Stock | |||||||||||||||||
Shares of common stock issued for compensation (in shares) | 1,000 | 8,333 | |||||||||||||||
Service period | 30 days | ||||||||||||||||
Number of shares (in shares) | 5,000 | 41,667 | |||||||||||||||
Board of Directors Chairman | |||||||||||||||||
Class of Stock | |||||||||||||||||
Issuance of common stock (in shares) | 672,780 | ||||||||||||||||
Common Stock Equivalents | RSUs | |||||||||||||||||
Class of Stock | |||||||||||||||||
Dilutive common stock equivalents (in shares) | 550,753 | 623,140 | 2,113,022 |
EQUITY AND EARNINGS PER SHARE_3
EQUITY AND EARNINGS PER SHARE - Changes in Outstanding Options (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Options | |
Beginning Balance (in shares) | shares | 4,935,732 |
Vested (in shares) | shares | (1,353,184) |
Ending Balance (in shares) | shares | 3,582,548 |
Exercisable, Number of Options (in shares) | shares | 2,578,926 |
Weighted Average Strike Price | |
Beginning Balance (in dollars per share) | $ / shares | $ 2.57 |
Vested (in dollars per share) | $ / shares | 1 |
Ending Balance (in dollars per share) | $ / shares | 3.17 |
Exercisable, Weighted Average Strike Price (in shares) | $ / shares | $ 2.59 |
Weighted Average Life Remaining (in years) | |
Outstanding | 1 year 7 months 6 days |
Exercisable | 1 year 8 months 12 days |
EQUITY AND EARNINGS PER SHARE_4
EQUITY AND EARNINGS PER SHARE - Outstanding Options Summary (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2018 | Feb. 28, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock options outstanding (in shares) | 3,582,548 | 4,935,732 | ||||
employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Forfeited (in shares) | 921,992 | |||||
Stock-based compensation expense | $ (1.2) | |||||
Granted (in shares) | 1,152,495 | 1,152,495 | ||||
Former CEO | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Forfeited (in shares) | 1,117,118 | |||||
Stock-based compensation expense | $ (2.1) | |||||
Held by the former Manager | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock options outstanding (in shares) | 2,578,926 | 3,627,245 | ||||
Issued to the Manager and subsequently transferred to certain Manager’s employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock options outstanding (in shares) | 1,003,622 | 1,308,154 | ||||
Granted to the independent directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock options outstanding (in shares) | 0 | 333 | ||||
Granted to Drive Shack employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock options outstanding (in shares) | 0 | 0 | ||||
Granted to Drive Shack employees | employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Forfeited (in shares) | 0 | |||||
Granted (in shares) | 695,652 | 75,000 | ||||
Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock-based compensation expense | $ 1.4 | $ 0.8 | $ 0.6 | |||
Stock Option | Former CEO | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Forfeited (in shares) | 2,234,237 | |||||
Stock Option | Held by the former Manager | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Vesting period | 1 year | 1 year |
EQUITY AND EARNINGS PER SHARE_5
EQUITY AND EARNINGS PER SHARE - Assumptions (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Nov. 30, 2019 | Apr. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | ||
Expected Volatility (as percent) | 44.73% | 36.80% |
Expected Dividend Yield (as percent) | 0.00% | 0.00% |
Expected Remaining Term | 3 months 18 days | 6 years |
Risk-Free Rate (as percent) | 1.57% | 2.34% |
Fair Value at Valuation Date | $ 67 | $ 1,280 |
EQUITY AND EARNINGS PER SHARE_6
EQUITY AND EARNINGS PER SHARE - Summary of RSUs (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of RSUs | ||
Beginning balance (in shares) | 259,238 | |
Granted (in shares) | 149,660 | |
Released (in shares) | (162,706) | |
Forfeited (in shares) | (53,002) | |
Ending balance (in shares) | 193,190 | 259,238 |
Weighted Average Grant Date Fair Value (per unit) | ||
Beginning balance (in dollars per share) | $ 3.72 | |
Granted (in dollars per share) | 1.47 | |
Released (in dollars per share) | 3.45 | |
Forfeited (in dollars per share) | 3.74 | |
Ending balance (in dollars per share) | $ 2.20 | $ 3.72 |
Vesting period | 1 year | |
Non-employee | ||
Weighted Average Grant Date Fair Value (per unit) | ||
Vesting period | 1 year |
TRANSACTIONS WITH AFFILIATES _2
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction | ||
Stock options outstanding (in shares) | 3,582,548 | 4,935,732 |
Affiliates | ||
Related Party Transaction | ||
Number of shares owned by related party (in shares) | 9,000,000 | |
Stock options outstanding (in shares) | 2,600,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)lease | Dec. 31, 2020USD ($) | |
Segment Reporting Information | ||
Number of property leases | lease | 4 | |
Written notice period to cancel lease | 30 days | |
Fee deposit | $ 10,005 | $ 9,953 |
Refunded customer deposits | 300 | |
Restricted cash | 4,278 | 3,047 |
Operating lease not yet commenced | 53,800 | |
Preferred dividends in arrears | 5,600 | |
Trusts | ||
Segment Reporting Information | ||
Fee deposit | 158,400 | |
Surety Bond | ||
Segment Reporting Information | ||
Regulatory bonds outstanding | $ 900 | $ 900 |
Minimum | ||
Segment Reporting Information | ||
Operating lease commences | 12 months | |
Maximum | ||
Segment Reporting Information | ||
Operating lease term (in years) | 10 years | |
Other restricted cash - Traditional Golf | ||
Segment Reporting Information | ||
Restricted cash | $ 3,400 | |
Traditional Golf | ||
Segment Reporting Information | ||
Membership deposit term | 30 years | |
Fee deposit | $ 249,200 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||||||||||
Federal | $ 1,429 | $ 1,537 | $ 532 | ||||||||
State and Local | 350 | 168 | 109 | ||||||||
Total Current Provision | 1,779 | 1,705 | 641 | ||||||||
Deferred: | |||||||||||
Federal | 0 | 0 | 0 | ||||||||
State and Local | 0 | 0 | 0 | ||||||||
Total Deferred Provision | 0 | 0 | 0 | ||||||||
Total Provision for Income Taxes | $ 218 | $ 616 | $ 450 | $ 495 | $ 436 | $ 498 | $ 500 | $ 271 | $ 1,779 | $ 1,705 | $ 641 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Millions | Dec. 31, 2021USD ($) |
Operating Loss Carryforwards | |
Net operating loss carryforwards | $ 465.6 |
Unrecognized tax benefits that would impact tax rate | 0.6 |
State | |
Operating Loss Carryforwards | |
Net operating loss carryforwards | 47.8 |
Capital Loss Carryforward | |
Operating Loss Carryforwards | |
Capital loss carryforward | $ 27.2 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |
Decrease due to expiration of statue of limitations | $ (568) |
Balance as of December 31, 2021 | $ 628 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent | |||
Provision at the statutory rate | 21.00% | 21.00% | 21.00% |
Permanent items | (0.57%) | (0.56%) | (0.17%) |
Excess Inclusion Income | (7.39%) | (2.80%) | (0.45%) |
State and local taxes | (0.63%) | (0.24%) | (0.16%) |
Valuation allowance | (20.60%) | (20.61%) | (21.11%) |
Unrecognized tax benefits | 1.94% | (0.01%) | (0.86%) |
Other | 0.00% | 0.11% | 0.57% |
Total Benefit (Expense) | (6.25%) | (3.11%) | (1.18%) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Allowance for loan losses | $ 285 | $ 283 |
Depreciation and amortization | 5,600 | 8,158 |
Accrued expenses | 878 | 2,956 |
Interest | 3,610 | 3,757 |
Operating lease liabilities | 57,002 | 59,804 |
Net operating losses | 142,875 | 126,163 |
Capital losses | 7,625 | 7,749 |
Deferred revenue | 3,804 | 1,956 |
Investment in Partnership | 5,245 | 5,330 |
Impairment Loss | 2,671 | 1,822 |
Other | 585 | 1,342 |
Total deferred tax assets | 230,180 | 219,320 |
Less valuation allowance | (169,675) | (152,884) |
Net deferred tax assets | 60,505 | 66,436 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | 56,971 | 61,467 |
Membership deposit liabilities | 3,534 | 4,969 |
Total deferred tax liabilities | 60,505 | 66,436 |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES - Change in Deferr
INCOME TAXES - Change in Deferred Tax Asset Valuation Allowance (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Changes in deferred tax asset valuation allowance: | |
Valuation allowance, beginning balance | $ 152,884 |
Change in valuation allowance | 16,791 |
Valuation allowance, ending balance | $ 169,675 |
(GAIN) LOSS ON LEASE TERMINAT_3
(GAIN) LOSS ON LEASE TERMINATIONS AND IMPAIRMENT - Summary of impairment and other losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other than Temporary Impairment Losses, Investments [Abstract] | |||
(Gain) loss on lease terminations | $ 961 | $ (2,872) | $ 0 |
Impairment on traditional golf properties (held-for-sale) | 0 | 0 | 1,227 |
Impairment of assets held for use | 3,187 | 3,912 | 3,805 |
Other losses | 887 | (1,761) | 10,381 |
Total (Gain) Loss on Lease Terminations and Impairment | $ 5,035 | $ (721) | $ 15,413 |
(GAIN) LOSS ON LEASE TERMINAT_4
(GAIN) LOSS ON LEASE TERMINATIONS AND IMPAIRMENT - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)leaseproperty | Dec. 31, 2019USD ($)property | |
Schedule of Investments | |||
Gain on lease termination | $ (961) | $ 2,872 | $ 0 |
Impairment of assets held for sale | 0 | 0 | 1,227 |
Impairment of assets held for use | 3,187 | 3,912 | 3,805 |
Other losses (reversal) | 887 | (1,761) | $ 10,381 |
New York Corporate Office | |||
Schedule of Investments | |||
Impairment of assets held for use | $ 3,200 | ||
Held-for-sale | Golf Properties | |||
Schedule of Investments | |||
Number of impaired properties | property | 3 | ||
Impairment of assets held for sale | $ 1,200 | ||
Disposed of by sale | |||
Schedule of Investments | |||
Other losses (reversal) | (2,000) | ||
Retirement | |||
Schedule of Investments | |||
Other losses (reversal) | 200 | 10,400 | |
Traditional golf properties | |||
Schedule of Investments | |||
Gain on lease termination | $ 2,900 | ||
Number of leases terminated (lease) | lease | 2 | ||
Impairment of assets held for use | $ 3,900 | $ 3,800 | |
Number of real estate properties, held-for-use, impaired | property | 2 | 2 |
SUMMARY QUARTERLY CONSOLIDATE_3
SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 70,528 | $ 76,366 | $ 73,879 | $ 61,091 | $ 60,287 | $ 66,465 | $ 32,100 | $ 61,135 | $ 281,864 | $ 219,987 | $ 272,064 |
Total operating costs | 78,409 | 82,287 | 72,826 | 68,966 | 63,935 | 72,461 | 44,248 | 75,978 | 302,488 | 256,622 | 339,348 |
Operating loss | (7,881) | (5,921) | 1,053 | (7,875) | (3,648) | (5,996) | (12,148) | (14,843) | (20,624) | (36,635) | (67,284) |
Total other income (expenses) | (1,924) | (2,329) | (2,572) | (2,534) | 14,030 | (2,918) | (26,878) | (2,248) | (9,359) | (18,014) | 13,071 |
Income tax expense (benefit) | 218 | 616 | 450 | 495 | 436 | 498 | 500 | 271 | 1,779 | 1,705 | 641 |
Net loss | (10,023) | (8,866) | (1,969) | (10,904) | (31,762) | ||||||
Less: net loss attributable to noncontrolling interest | (378) | (15) | 0 | 0 | (393) | 0 | 0 | ||||
Net loss attributable to the Company | (9,645) | (8,851) | (1,969) | (10,904) | 9,946 | (9,412) | (39,526) | (17,362) | (31,369) | (56,354) | (54,854) |
Preferred dividends | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (1,395) | (5,580) | (5,580) | (5,580) |
Loss applicable to common stockholders, basic | $ (11,040) | $ (10,246) | $ (3,364) | $ (12,299) | 8,551 | (10,807) | (40,921) | (18,757) | (36,949) | (61,934) | (60,434) |
Loss applicable to common stockholders, diluted | $ 8,551 | $ (10,807) | $ (40,921) | $ (18,757) | $ (36,949) | $ (61,934) | $ (60,434) | ||||
Income (loss) applicable to common stock, per share | |||||||||||
Basic (in dollars per share) | $ (0.12) | $ (0.11) | $ (0.04) | $ (0.15) | $ 0.13 | $ (0.16) | $ (0.61) | $ (0.28) | $ (0.41) | $ (0.92) | $ (0.90) |
Diluted (in dollars per share) | $ (0.12) | $ (0.11) | $ (0.04) | $ (0.15) | $ 0.13 | $ (0.16) | $ (0.61) | $ (0.28) | $ (0.41) | $ (0.92) | $ (0.90) |
Weighted average number of shares of common stock outstanding | |||||||||||
Basic (in shares) | 92,073,344 | 92,085,846 | 92,065,615 | 82,558,881 | 67,238,624 | 67,212,532 | 67,111,843 | 67,069,534 | 89,733,378 | 67,158,745 | 67,039,556 |
Diluted (in shares) | 92,073,344 | 92,085,846 | 92,065,615 | 82,558,881 | 67,833,329 | 67,212,532 | 67,111,843 | 67,069,534 | 89,733,378 | 67,158,745 | 67,039,556 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Apr. 01, 2022 | Nov. 05, 2021 | Aug. 05, 2021 | May 07, 2021 | Mar. 11, 2021 | Mar. 31, 2007 | Oct. 31, 2005 | Mar. 31, 2003 | Dec. 31, 2021 | Dec. 31, 2020 |
9.750% Series B Preferred Stock | ||||||||||
Subsequent Event | ||||||||||
Dividends declared (in dollars per share) | $ 0.609375 | $ 0.609375 | $ 0.609375 | $ 0.609375 | ||||||
Preferred stock, dividend rate (as percent) | 9.75% | 9.75% | 9.75% | 9.75% | 9.75% | 9.75% | 9.75% | |||
9.750% Series B Preferred Stock | Forecast | ||||||||||
Subsequent Event | ||||||||||
Dividends declared (in dollars per share) | $ 0.609375 | |||||||||
Preferred stock, dividend rate (as percent) | 9.75% | |||||||||
8.05% Series C Preferred stock | ||||||||||
Subsequent Event | ||||||||||
Dividends declared (in dollars per share) | $ 0.503125 | $ 0.503125 | $ 0.503125 | $ 0.503125 | ||||||
Preferred stock, dividend rate (as percent) | 8.05% | 8.05% | 8.05% | 8.05% | 8.05% | 8.05% | 8.05% | |||
8.05% Series C Preferred stock | Forecast | ||||||||||
Subsequent Event | ||||||||||
Dividends declared (in dollars per share) | $ 0.503125 | |||||||||
Preferred stock, dividend rate (as percent) | 8.05% | |||||||||
8.375% Series D Preferred Stock | ||||||||||
Subsequent Event | ||||||||||
Dividends declared (in dollars per share) | $ 0.523438 | $ 0.523438 | $ 0.523438 | $ 0.523438 | ||||||
Preferred stock, dividend rate (as percent) | 8.375% | 8.375% | 8.375% | 8.375% | 8.375% | 8.375% | 8.375% | |||
8.375% Series D Preferred Stock | Forecast | ||||||||||
Subsequent Event | ||||||||||
Dividends declared (in dollars per share) | $ 0.523438 | |||||||||
Preferred stock, dividend rate (as percent) | 8.375% |
Uncategorized Items - ds-202112
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2014-09 [Member] |