Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 17, 2022 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-31458 | |
Entity Registrant Name | Drive Shack Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 81-0559116 | |
Entity Address, Street | 10670 N. Central Expressway | |
Entity Address, Suite | Suite 700 | |
Entity Address, City | Dallas | |
Entity Address, State | TX | |
Entity Address, Postal Zip Code | 75231 | |
City Area Code | 646 | |
Local Phone Number | 585-5591 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 92,385,019 | |
Entity Central Index Key | 0001175483 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Common Stock | ||
Document Information | ||
Title of each class | Common Stock, $0.01 par value per share | |
Trading Symbols(s) | DS | |
Name of each exchange on which registered | NYSE | |
Series B Cumulative Redeemable Preferred Stock | ||
Document Information | ||
Title of each class | 9.75% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share | |
Trading Symbols(s) | DS-PB | |
Name of each exchange on which registered | NYSE | |
Series C Cumulative Redeemable Preferred Stock | ||
Document Information | ||
Title of each class | 8.05% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share | |
Trading Symbols(s) | DS-PC | |
Name of each exchange on which registered | NYSE | |
Series D Cumulative Redeemable Preferred Stock | ||
Document Information | ||
Title of each class | 8.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share | |
Trading Symbols(s) | DS-PD | |
Name of each exchange on which registered | NYSE | |
Preferred Stock | ||
Document Information | ||
Title of each class | Preferred Stock Purchase Rights | |
Trading Symbols(s) | N/A | |
Name of each exchange on which registered | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 11,655 | $ 58,286 |
Restricted cash | 4,348 | 3,480 |
Accounts receivable, net | 5,852 | 5,563 |
Real estate securities, available-for-sale | 2,041 | 3,486 |
Other current assets | 35,123 | 30,034 |
Total current assets | 59,019 | 100,849 |
Restricted cash, noncurrent | 216 | 798 |
Property and equipment, net of accumulated depreciation | 186,125 | 179,260 |
Operating lease right-of-use assets | 192,167 | 181,915 |
Intangibles, net of accumulated amortization | 12,657 | 13,430 |
Other assets | 5,507 | 6,538 |
Total assets | 455,691 | 482,790 |
Current liabilities | ||
Obligations under finance leases | 4,847 | 5,400 |
Membership deposit liabilities | 20,847 | 18,039 |
Accounts payable and accrued expenses | 40,416 | 34,469 |
Deferred revenue | 15,469 | 26,301 |
Other current liabilities | 28,246 | 26,524 |
Total current liabilities | 109,825 | 110,733 |
Credit facilities and obligations under finance leases - noncurrent | 6,773 | 9,075 |
Operating lease liabilities - noncurrent | 179,732 | 166,031 |
Junior subordinated notes payable | 51,169 | 51,174 |
Membership deposit liabilities, noncurrent | 107,292 | 104,430 |
Deferred revenue, noncurrent | 10,748 | 10,005 |
Other liabilities | 2,816 | 1,487 |
Total liabilities | 468,355 | 452,935 |
Commitments and contingencies | ||
Equity | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 1,347,321 shares of 9.75% Series B Cumulative Redeemable Preferred Stock, 496,000 shares of 8.05% Series C Cumulative Redeemable Preferred Stock, and 620,000 shares of 8.375% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, issued and outstanding as of September 30, 2022 and December 31, 2021 | 61,583 | 61,583 |
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 92,385,019 and 92,093,425 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively. | 924 | 921 |
Additional paid-in capital | 3,231,506 | 3,233,608 |
Accumulated deficit | (3,308,612) | (3,268,876) |
Accumulated other comprehensive income (loss) | (834) | 1,163 |
Total equity of the company | (15,433) | 28,399 |
Noncontrolling interest | 2,769 | 1,456 |
Total equity (deficit) | (12,664) | 29,855 |
Total liabilities and equity | $ 455,691 | $ 482,790 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock liquidation preference (in usd per share) | $ 25 | $ 25 |
Common stock, par value (in usd 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) | 92,385,019 | 92,093,425 |
Common stock, shares outstanding (in shares) | 92,385,019 | 92,093,425 |
Series B Cumulative Redeemable Preferred Stock | ||
Preferred stock, shares issued (in shares) | 1,347,321 | 1,347,321 |
Preferred stock, shares outstanding (in shares) | 1,347,321 | 1,347,321 |
Preferred stock, dividend rate | 9.75% | 9.75% |
Series C Cumulative Redeemable Preferred Stock | ||
Preferred stock, shares issued (in shares) | 496,000 | 496,000 |
Preferred stock, shares outstanding (in shares) | 496,000 | 496,000 |
Preferred stock, dividend rate | 8.05% | 8.05% |
Series D Cumulative Redeemable Preferred Stock | ||
Preferred stock, shares issued (in shares) | 620,000 | 620,000 |
Preferred stock, shares outstanding (in shares) | 620,000 | 620,000 |
Preferred stock, dividend rate | 8.375% | 8.375% |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Total revenues | $ 88,674 | $ 76,366 | $ 244,344 | $ 211,337 |
Operating costs | ||||
Operating expenses | 70,026 | 60,729 | 190,638 | 165,234 |
Cost of sales - food and beverages | 4,985 | 3,696 | 14,134 | 8,951 |
General and administrative expense | 8,572 | 9,685 | 29,190 | 25,697 |
Depreciation and amortization | 6,819 | 5,823 | 19,144 | 17,852 |
Pre-opening costs | 2,145 | 2,030 | 4,830 | 3,375 |
(Gain) loss on lease terminations and impairment | 1,318 | 324 | 16,350 | 2,972 |
Total operating costs | 93,865 | 82,287 | 274,286 | 224,081 |
Operating income (loss) | (5,191) | (5,921) | (29,942) | (12,744) |
Other income (expenses) | ||||
Interest and investment income | 220 | 190 | 636 | 502 |
Interest expense, net | (2,608) | (2,626) | (8,802) | (7,964) |
Other income (loss), net | 920 | 107 | 4,559 | 29 |
Total other income (expenses) | (1,468) | (2,329) | (3,607) | (7,433) |
Loss before income tax | (6,659) | (8,250) | (33,549) | (20,177) |
Income tax expense | 472 | 616 | 2,061 | 1,562 |
Consolidated net loss | (7,131) | (8,866) | (35,610) | (21,739) |
Less: net income (loss) attributable to noncontrolling interest | 21 | (15) | (60) | (15) |
Net loss attributable to the Company | (7,152) | (8,851) | (35,550) | (21,724) |
Preferred dividends | (1,395) | (1,395) | (4,185) | (4,185) |
Loss applicable to common stockholders, Basic | (8,547) | (10,246) | (39,735) | (25,909) |
Loss applicable to common stockholders, diluted | $ (8,547) | $ (10,246) | $ (39,735) | $ (25,909) |
Loss applicable to common stock, per share | ||||
Basic (in usd per share) | $ (0.09) | $ (0.11) | $ (0.43) | $ (0.29) |
Diluted (in usd per share) | $ (0.09) | $ (0.11) | $ (0.43) | $ (0.29) |
Weighted average number of shares of common stock outstanding | ||||
Basic (in shares) | 92,385,019 | 92,085,846 | 92,339,823 | 88,938,344 |
Diluted (in shares) | 92,385,019 | 92,085,846 | 92,339,823 | 88,938,344 |
Golf operations | ||||
Revenues | ||||
Total revenues | $ 70,872 | $ 62,257 | $ 193,732 | $ 177,170 |
Sales of food and beverages | ||||
Revenues | ||||
Total revenues | $ 17,802 | $ 14,109 | $ 50,612 | $ 34,167 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (7,131) | $ (8,866) | $ (35,610) | $ (21,739) |
Other comprehensive loss: | ||||
Net unrealized gain (loss) on available-for-sale securities | (1,004) | (72) | (1,997) | (214) |
Other comprehensive gain (loss) | (1,004) | (72) | (1,997) | (214) |
Total comprehensive loss | (8,135) | (8,938) | (37,607) | (21,953) |
Comprehensive loss attributable to noncontrolling interest | 21 | (15) | (60) | (15) |
Comprehensive loss attributable to the Company | $ (8,156) | $ (8,923) | $ (37,547) | $ (21,938) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) (unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid- in Capital | Accumulated Deficit | Accumulated Other Comp. Income (loss) | Noncontrolling Interest |
Balance, beginning at Dec. 31, 2020 | $ 10,037 | $ 61,583 | $ 673 | $ 3,178,704 | $ (3,232,391) | $ 1,468 | $ 0 |
Balance, beginning (in shares) at Dec. 31, 2020 | 2,463,321 | ||||||
Balance, beginning (in shares) at Dec. 31, 2020 | 67,323,592 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared | (930) | (930) | |||||
Stock-based compensation | 350 | 350 | |||||
Shares issued from options and restricted stock units | 0 | $ 7 | (7) | ||||
Shares issued from options and restricted stock units (in shares) | 745,881 | ||||||
Shares issued from equity raise | 53,905 | $ 239 | 53,666 | ||||
Shares issued from equity raise (in shares) | 23,958,333 | ||||||
Comprehensive income (loss) | |||||||
Net income (loss) | (10,904) | (10,904) | |||||
Other comprehensive income (loss) | (76) | (76) | |||||
Total comprehensive loss | (10,980) | ||||||
Balance, ending at Mar. 31, 2021 | 52,382 | $ 61,583 | $ 919 | 3,232,713 | (3,244,225) | 1,392 | 0 |
Balance, ending (in shares) at Mar. 31, 2021 | 2,463,321 | ||||||
Balance, ending (in shares) at Mar. 31, 2021 | 92,027,806 | ||||||
Balance, beginning at Dec. 31, 2020 | 10,037 | $ 61,583 | $ 673 | 3,178,704 | (3,232,391) | 1,468 | 0 |
Balance, beginning (in shares) at Dec. 31, 2020 | 2,463,321 | ||||||
Balance, beginning (in shares) at Dec. 31, 2020 | 67,323,592 | ||||||
Comprehensive income (loss) | |||||||
Net income (loss) | (21,739) | ||||||
Other comprehensive income (loss) | (214) | ||||||
Total comprehensive loss | (21,953) | ||||||
Balance, ending at Sep. 30, 2021 | 40,815 | $ 61,583 | $ 921 | 3,233,866 | (3,257,835) | 1,254 | 1,026 |
Balance, ending (in shares) at Sep. 30, 2021 | 2,463,321 | ||||||
Balance, ending (in shares) at Sep. 30, 2021 | 92,085,419 | ||||||
Balance, beginning at Mar. 31, 2021 | 52,382 | $ 61,583 | $ 919 | 3,232,713 | (3,244,225) | 1,392 | 0 |
Balance, beginning (in shares) at Mar. 31, 2021 | 2,463,321 | ||||||
Balance, beginning (in shares) at Mar. 31, 2021 | 92,027,806 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared | (1,395) | (1,395) | |||||
Stock-based compensation | 558 | $ 2 | 556 | ||||
Shares issued from options and restricted stock units (in shares) | 57,613 | ||||||
Comprehensive income (loss) | |||||||
Net income (loss) | (1,969) | (1,969) | |||||
Other comprehensive income (loss) | (66) | (66) | |||||
Total comprehensive loss | (2,035) | ||||||
Balance, ending at Jun. 30, 2021 | 49,510 | $ 61,583 | $ 921 | 3,233,269 | (3,247,589) | 1,326 | 0 |
Balance, ending (in shares) at Jun. 30, 2021 | 2,463,321 | ||||||
Balance, ending (in shares) at Jun. 30, 2021 | 92,085,419 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared | (1,395) | ||||||
Stock-based compensation | 597 | 597 | |||||
Shares issued from options and restricted stock units (in shares) | |||||||
Contributed Capital | 1,041 | 1,041 | |||||
Comprehensive income (loss) | |||||||
Net income (loss) | (8,866) | (8,851) | (15) | ||||
Other comprehensive income (loss) | (72) | (72) | |||||
Total comprehensive loss | (8,938) | 1,026 | |||||
Balance, ending at Sep. 30, 2021 | 40,815 | $ 61,583 | $ 921 | 3,233,866 | (3,257,835) | 1,254 | 1,026 |
Balance, ending (in shares) at Sep. 30, 2021 | 2,463,321 | ||||||
Balance, ending (in shares) at Sep. 30, 2021 | 92,085,419 | ||||||
Balance, beginning at Dec. 31, 2021 | $ 29,855 | $ 61,583 | $ 921 | 3,233,608 | (3,268,876) | 1,163 | 1,456 |
Balance, beginning (in shares) at Dec. 31, 2021 | 2,463,321 | ||||||
Balance, beginning (in shares) at Dec. 31, 2021 | 92,093,425 | 92,093,425 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared | $ (1,395) | (1,395) | |||||
Stock-based compensation | (696) | (696) | |||||
Shares issued from options and restricted stock units (in shares) | 269,420 | ||||||
Contributed Capital | 3 | 3 | |||||
Capital Distribution | (40) | (40) | |||||
Comprehensive income (loss) | |||||||
Net income (loss) | (18,913) | (18,966) | 53 | ||||
Total comprehensive loss | (18,913) | 16 | |||||
Balance, ending at Mar. 31, 2022 | 8,814 | $ 61,583 | $ 921 | 3,232,912 | (3,289,237) | 1,163 | 1,472 |
Balance, ending (in shares) at Mar. 31, 2022 | 2,463,321 | ||||||
Balance, ending (in shares) at Mar. 31, 2022 | 92,362,845 | ||||||
Balance, beginning at Dec. 31, 2021 | $ 29,855 | $ 61,583 | $ 921 | 3,233,608 | (3,268,876) | 1,163 | 1,456 |
Balance, beginning (in shares) at Dec. 31, 2021 | 2,463,321 | ||||||
Balance, beginning (in shares) at Dec. 31, 2021 | 92,093,425 | 92,093,425 | |||||
Comprehensive income (loss) | |||||||
Net income (loss) | $ (35,610) | ||||||
Other comprehensive income (loss) | (1,997) | ||||||
Total comprehensive loss | (37,607) | ||||||
Balance, ending at Sep. 30, 2022 | $ (12,664) | $ 61,583 | $ 924 | 3,231,506 | (3,308,612) | (834) | 2,769 |
Balance, ending (in shares) at Sep. 30, 2022 | 2,463,321 | ||||||
Balance, ending (in shares) at Sep. 30, 2022 | 92,385,019 | 92,385,019 | |||||
Balance, beginning at Mar. 31, 2022 | $ 8,814 | $ 61,583 | $ 921 | 3,232,912 | (3,289,237) | 1,163 | 1,472 |
Balance, beginning (in shares) at Mar. 31, 2022 | 2,463,321 | ||||||
Balance, beginning (in shares) at Mar. 31, 2022 | 92,362,845 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared | (1,395) | (1,395) | |||||
Stock-based compensation | 139 | 139 | |||||
Shares issued from options and restricted stock units | 3 | $ 3 | |||||
Shares issued from options and restricted stock units (in shares) | 22,174 | ||||||
Contributed Capital | 0 | (727) | 727 | ||||
Comprehensive income (loss) | |||||||
Net income (loss) | (9,567) | (9,433) | (134) | ||||
Other comprehensive income (loss) | (993) | (993) | |||||
Total comprehensive loss | (10,560) | 593 | |||||
Balance, ending at Jun. 30, 2022 | (2,999) | $ 61,583 | $ 924 | 3,232,324 | (3,300,065) | 170 | 2,065 |
Balance, ending (in shares) at Jun. 30, 2022 | 2,463,321 | ||||||
Balance, ending (in shares) at Jun. 30, 2022 | 92,385,019 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared | (1,395) | (1,395) | |||||
Stock-based compensation | 110 | 110 | |||||
Contributed Capital | 0 | (928) | 928 | ||||
Capital Distribution | (245) | (245) | |||||
Comprehensive income (loss) | |||||||
Net income (loss) | (7,131) | (7,152) | 21 | ||||
Other comprehensive income (loss) | (1,004) | (1,004) | |||||
Total comprehensive loss | (8,135) | ||||||
Balance, ending at Sep. 30, 2022 | $ (12,664) | $ 61,583 | $ 924 | $ 3,231,506 | $ (3,308,612) | $ (834) | $ 2,769 |
Balance, ending (in shares) at Sep. 30, 2022 | 2,463,321 | ||||||
Balance, ending (in shares) at Sep. 30, 2022 | 92,385,019 | 92,385,019 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (35,610) | $ (21,739) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 19,144 | 17,852 |
Amortization of discount and premium | (557) | (409) |
Other amortization | 7,319 | 6,092 |
Amortization of revenue on golf membership deposit liabilities | (1,708) | (1,642) |
Amortization of prepaid golf membership dues | (11,804) | (12,646) |
Non-cash operating lease expense | 6,251 | 3,157 |
Stock-based compensation | (444) | 1,504 |
Loss on lease terminations and impairment | 16,350 | 2,972 |
Gain from insurance proceeds for property loss | (3,033) | 0 |
Other losses, net | 70 | 119 |
Change in: | ||
Accounts receivable, net, other current assets and other assets - noncurrent | (4,347) | (8,271) |
Accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent | 20,280 | 5,141 |
Net cash provided by (used in) operating activities | 11,911 | (7,870) |
Cash Flows From Investing Activities | ||
Insurance proceeds for property loss | 3,033 | 0 |
Acquisition and additions of property and equipment and intangibles | (50,969) | (22,251) |
Net cash used in investing activities | (47,936) | (22,251) |
Cash Flows From Financing Activities | ||
Repayments of debt obligations | (4,182) | (4,620) |
Golf membership deposits received | 13 | 1,484 |
Proceeds from issuance of common stock | 3 | 53,905 |
Capital distribution paid | (285) | 0 |
Preferred stock dividends paid | (4,185) | (2,790) |
Other financing activities | (1,684) | (673) |
Net cash provided by (used in) financing activities | (10,320) | 47,306 |
Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent | (46,345) | 17,185 |
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, Beginning of Period | 62,564 | 50,833 |
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, End of Period | 16,219 | 68,018 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||
Preferred stock dividends declared but not paid | 930 | 930 |
Additions to finance lease assets and liabilities | 1,548 | 1,670 |
Capital contribution | 0 | 1,041 |
Non-cash purchases of property and equipment | (13,081) | (620) |
Additions for right of use assets in exchange for new operating lease liabilities | 30,756 | 9,862 |
Cash paid during the period for interest expense | 1,745 | 2,165 |
Cash paid during the period for income taxes | $ 1,985 | $ 1,489 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Drive Shack Inc., which is referred to in this Quarterly Report on Form 10-Q, as Drive Shack 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, (ii) traditional golf and (iii) corporate. For a further discussion of the reportable segments, see Note 4. As of September 30, 2022, the Company's entertainment golf segment was comprised of eight owned or leased entertainment golf venues across four states and the District of Columbia with locations in Orlando, Florida; West Palm Beach, Florida; Raleigh, North Carolina; Richmond, Virginia; The Colony, Texas; Charlotte, North Carolina; Washington, D.C; and Houston, Texas. The Company’s traditional golf segment is one of the largest operators of traditional golf properties in the United States. As of September 30, 2022, the Company owned, leased or managed fifty-three (53) traditional golf 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 | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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”). Many jurisdictions in which we operate have previously imposed capacity limitations and other restrictions affecting our operations. The extended length of the COVID-19 pandemic and the related government response may continue to cause prolonged periods of various operational restrictions and capacity limitations impacting future 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. Going Concern — The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. However, our business is dependent upon obtaining substantial funding from various sources. We generated a net loss in the third quarter ended September 30, 2022, and, as previously disclosed, in the fiscal years ended December 31, 2021, and December 31, 2020, and the first and second fiscal quarters of 2022. We do not anticipate that our operational and development cash requirements will be met through current liquidity and internally generated cash flows. Although we have historically depended on external financing sources at this stage in our growth plan, a variety of recent factors, including macroeconomic and geopolitical events such as inflation, rising interest rates and violent conflict in Ukraine, caused financing conditions in the United States to deteriorate in the second quarter and we believe this deterioration accelerated in the third quarter as rates rose. Relatedly, worsening macro-economic conditions make it less likely that the Company will succeed in any effort to sell, finance or otherwise monetize assets at a sufficient value to generate liquidity, since potential buyers may be cash constrained, face increased costs due to supply chain issues and face difficulty in pursuing financing sources. In light of our liquidity position and these recently worsening financial conditions in the United States, management has concluded that there is a substantial doubt about the Company's ability to continue as a going concern over the next 12 months. Specifically, the Company’s current liquidity, including primarily cash and cash equivalents, is not sufficient to fund operations without additional sources of liquidity over the next 12 months. Therefore, the ability of the Company to continue operations is dependent on the degree of success of management’s plans to manage existing cash balances and to obtain additional financing to fund its short-term liquidity requirements. In order to manage existing cash balances, management intends to continue to reduce expenditures broadly across all aspects of its business. In order to mitigate the going concern, management expects that it will need to obtain external financing sources notwithstanding the negative conditions afflicting debt markets and other sources of potential liquidity. Basis of Presentation — The accompanying Consolidated Financial Statements and related notes of the Company have been prepared in accordance with U.S. generally accepted accounting principles or GAAP for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under U.S. generally accepted accounting principles, or GAAP, have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2021 and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (the "SEC") on November 18, 2022. There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021. Use of Estimates – Our estimates are based on information available to management at the time of preparation of the Consolidated Financial Statements, including the result of historical analysis, our understanding and experience of the Company’s operations, our knowledge of the industry and market-participant data available to us. Actual results have historically been in line with management’s estimates and judgments used in applying each of the accounting policies, and management periodically re-evaluates accounting estimates and assumptions. Actual results could differ from these estimates and materially impact our Consolidated Financial Statements. However, the Company does not expect our assessments and assumptions to materially change in the future. 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. 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 in "Operating lease right-of-use assets" and lease liabilities are recognized in "Other current liabilities" and "Operating lease liabilities - noncurrent" in the Consolidated Balance Sheets. Finance lease ROU assets, current lease liabilities and noncurrent lease liabilities are recognized in "Property and equipment, net of accumulated depreciation," and "Obligations under finance leases" and "Credit facilities and obligations under finance leases - noncurrent" in the Consolidated Balance Sheets, respectively. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined using a portfolio approach based on the rate of interest that the Company would pay to borrow an amount equal to the lease payments for a similar term and in a similar economic environment on a collateralized basis. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid rent, and lease incentives received. Operating leases are subsequently amortized into lease cost on a straight-line basis. Depreciation of the finance lease ROU assets is subsequently calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms and recorded in "Depreciation and amortization" on the Consolidated Statements of Operations. In addition to the fixed minimum payments required under the lease arrangements, certain leases require variable lease payments, which are payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments as well as payment of taxes assessed against the leased property. The leases generally also require payment for the cost of insurance and maintenance. Variable lease payments are recognized when the associated activity occurs and contingency is resolved. The Company has elected to combine lease and non-lease components for all lease contracts. Impairment of Long-lived Assets — The Company periodically reviews the carrying amounts of its long-lived assets, including real estate held-for-use and held-for-sale, as well as finite-lived intangible assets and right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. The assessment of recoverability is based on management’s estimates by comparing the sum of the estimated undiscounted cash flows generated by the underlying asset, or other appropriate grouping of assets, to its carrying value to determine whether an impairment existed at its lowest level of identifiable cash flows. If the carrying amount is greater than the expected undiscounted cash flows, the asset is considered impaired and an impairment is recognized to the extent the carrying value of such asset exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Cash and Cash Equivalents and Restricted Cash — The Company considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits. The Company has not experienced any losses in the accounts and believes that it is not exposed to significant credit risk because the accounts are at major financial institutions. The following table summarizes the Company's Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent: September 30, 2022 December 31, 2021 Cash and cash equivalents $ 11,655 58,286 Restricted cash 4,348 3,480 Restricted cash, noncurrent 216 798 Total Cash and cash equivalents, Restricted cash and Restricted cash, noncurrent $ 16,219 $ 62,564 Accounts Receivable, Net — Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts of $0.3 million as of September 30, 2022 and $0.9 million as of December 31, 2021. The allowance for doubtful accounts is based upon several factors including the length of time the receivables are past due, historical payment trends, current economic factors, and our expectations of future events that affect collectability. Collateral is generally not required. Other Current Assets — The following table summarizes the Company's other current assets: September 30, 2022 December 31, 2021 Managed property receivables $ 13,526 $ 19,316 Prepaid expenses 7,137 2,524 Deposits 1,805 1,827 Inventory 2,921 2,229 Miscellaneous current assets, net 9,734 4,138 Other current assets $ 35,123 $ 30,034 Other Assets — The following table summarizes the Company's other assets: September 30, 2022 December 31, 2021 Prepaid expenses $ 1,717 $ 2,156 Deposits 3,115 3,335 Miscellaneous assets, net 675 1,047 Other assets $ 5,507 $ 6,538 Other Current Liabilities — The following table summarizes the Company's other current liabilities: September 30, 2022 December 31, 2021 Operating lease liabilities $ 18,304 $ 16,519 Accrued rent 3,654 3,455 Dividends payable 930 930 Miscellaneous current liabilities 5,358 5,620 Other current liabilities $ 28,246 $ 26,524 Membership Deposit Liabilities - 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 2002, American Golf Corporation ("AGC"), when it was owned by a previous owner, entered into a Restated Membership Deposit Assumption Agreement, with two trusts established by a previous owner of AGC (the “Trusts”) under which the Trusts agreed to unconditionally assume the obligations of AGC to refund certain membership deposit liabilities ("MDLs") in exchange for shares in AGC. The MDLs 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 $181.9 million. No asset was recorded at the time of our acquisition of AGC in recognition of this assumption agreement for the $181.9 million of liabilities assumed by the Trusts for the following reasons: 1) the substantial time period between the assumption of the liabilities and the first liabilities becoming refundable; 2) the inability of AGC to verify and monitor the assets of the Trusts to ensure the ability to perform under the terms of the assumption agreements; 3) the fact that the Trusts are not required to maintain any assets that would support such performance; 4) the Trust settlors were not required contractually to fund the Trusts; and 5) the Company does not have the ability to determine the likelihood that the Trusts will meet their obligations. In the event the Trusts are not able to fulfill their obligations, the Company would be responsible for refunding the outstanding balance of the MDL and therefore, recognizes these MDLs on its balance sheet. Though the Trusts initially assumed $181.9 million of MDLs the balance of related MDLs carried on the books of AGC, as of September 30, 2022, has been reduced to an undiscounted nominal value of $115 million through various assignments to third parties and partial membership refunds due to membership transfers. To-date, the Trust has met all of their obligations that have come due for which the Trust assumed responsibility under the Restated Membership Deposit Assumption Agreement. As of September 30, 2022 the Trusts had refunded a total of approximately $0.5 million of MDLs, all of which they were obligated to pay under the terms of the assumption agreements. Other Income (Loss), Net — These items are comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Collateral management fee income, net $ 22 $ 46 $ 92 $ 148 Insurance proceeds 662 — — 4,086 Loss on sale of long-lived assets and intangibles — — (38) (64) Gain on Lease Modification/Termination (3) — (56) Other gain (loss) 239 61 475 (55) Other gain (loss), net $ 920 $ 107 $ 4,559 $ 29 |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES The majority of the Company’s revenue is recognized at the time of sale to customers at the Company’s entertainment golf venues and traditional golf properties, including green fees, cart rentals, bay play, events and sales of food, beverages and merchandise. Revenue from membership dues is recognized in the month earned. Membership dues received in advance are included in deferred revenue and recognized as revenue ratably over the appropriate period, which is generally twelve months or less for private club members and the following month for The Players Club members. The Company’s revenue is primarily generated within the entertainment golf and traditional golf segments. The following tables disaggregate revenue by category: entertainment golf venues, public golf properties, private golf properties (owned and leased), managed golf properties, and Corporate other income. Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 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) Corporate Total Golf operations $ 9,067 $ 31,853 $ 11,874 $ 17,881 $ 197 $ 70,872 $ 22,892 $ 82,099 $ 38,155 $ 49,998 $ 588 $ 193,732 Sales of food and beverages 7,617 8,232 1,953 — — 17,802 23,682 21,208 5,722 — — 50,612 Total revenues $ 16,684 $ 40,085 $ 13,827 $ 17,881 $ 197 $ 88,674 $ 46,574 $ 103,307 $ 43,877 $ 49,998 $ 588 $ 244,344 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Corporate Total Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Corporate Total Golf operations $ 5,239 $ 30,065 $ 10,715 $ 16,238 $ — $ 62,257 $ 13,976 $ 77,932 $ 37,756 $ 47,506 $ — $ 177,170 Sales of food and beverages 6,070 6,334 1,705 — — 14,109 17,145 12,182 4,840 — — 34,167 Total revenues $ 11,309 $ 36,399 $ 12,420 $ 16,238 $ — $ 76,366 $ 31,121 $ 90,114 $ 42,596 $ 47,506 $ — $ 211,337 (A) Includes $16.4 million and $44.6 million for the three and nine months ended September 30, 2022, and $14.7 million and $41.3 million for the three and nine months ended September 30, 2021, respectively, related to management contract reimbursements reported under ASC 606. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Company currently has three reportable segments: (i) entertainment golf, (ii) traditional golf 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 serve to create engaging and fun experiences for guests. As of September 30, 2022, 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 four Puttery venues located in The Colony, Texas; Charlotte, North Carolina; Washington, D.C.; and Houston, Texas. The Company's traditional golf segment is one of the largest operators of golf courses and country clubs in the United States. As of September 30, 2022, the Company owned, leased or managed 53 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 a reconciliation to the same data for the Company as a whole: Nine Months Ended September 30, 2022 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 22,892 $ 170,252 $ 588 $ 193,732 Sales of food and beverages 23,682 26,930 — 50,612 Total revenues 46,574 197,182 588 244,344 Operating costs Operating expenses 26,968 163,535 135 190,638 Cost of sales - food and beverages 6,360 7,774 — 14,134 General and administrative expense (A) 5,615 9,280 14,295 29,190 Depreciation and amortization 10,621 8,189 334 19,144 Pre-opening costs (C) 4,830 — — 4,830 (Gain) Loss on lease terminations and impairment 15,366 984 — 16,350 Total operating costs 69,760 189,762 14,764 274,286 Operating income (loss) (23,186) 7,420 (14,176) (29,942) Other income (expenses) Interest and investment income 7 52 577 636 Interest expense (D) (156) (7,876) (770) (8,802) Other income (loss), net (413) 4,071 901 4,559 Total other income (expenses) (562) (3,753) 708 (3,607) Income tax expense 63 2 1,996 2,061 Net income (loss) (23,811) 3,665 (15,464) (35,610) Less: net income (loss) attributable to NCI — — (60) (60) Net loss attributable to the company (23,811) 3,665 (15,404) (35,550) Preferred dividends — — (4,185) (4,185) Net income (loss) applicable to common stockholders $ (23,811) $ 3,665 $ (19,589) $ (39,735) September 30, 2022 Entertainment Golf Traditional Golf Corporate Total Total assets $ 202,111 $ 250,187 $ 3,393 $ 455,691 Total liabilities 76,290 326,093 65,972 468,355 Preferred stock — — 61,583 61,583 Noncontrolling interest 3,507 — (738) 2,769 Equity (loss) attributable to common stockholders $ 122,314 $ (75,906) $ (123,424) $ (77,016) Additions to property and equipment (including finance leases) during the nine months ended September 30, 2022 $ 5,927 $ 3,976 $ 1,307 $ 11,210 Three Months Ended September 30, 2022 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 9,067 $ 61,608 $ 197 $ 70,872 Sales of food and beverages 7,617 10,185 — 17,802 Total revenues 16,684 71,793 197 88,674 Operating costs Operating expenses 10,183 59,752 91 70,026 Cost of sales - food and beverages 1,916 3,069 — 4,985 General and administrative expense (A) 815 2,463 5,294 8,572 Depreciation and amortization 3,779 2,916 124 6,819 Pre-opening costs (C) 2,145 — — 2,145 Loss on lease terminations and impairment 318 1,000 — 1,318 Total operating costs 19,156 69,200 5,509 93,865 Operating income (loss) (2,472) 2,593 (5,312) (5,191) Other income (expenses) Interest and investment income 4 11 205 220 Interest expense (D) (46) (2,549) (13) (2,608) Other income (loss), net (397) 481 836 920 Total other income (expenses) (439) (2,057) 1,028 (1,468) Income tax expense 23 — 449 472 Net income (loss) (2,934) 536 (4,733) (7,131) Less: net income (loss) attributable to NCI — — 21 21 Net loss attributable to the company (2,934) 536 (4,754) (7,152) Preferred dividends — — (1,395) (1,395) Net income (loss) applicable to common stockholders $ (2,934) $ 536 $ (6,149) $ (8,547) Nine Months Ended September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 13,976 $ 163,194 $ — $ 177,170 Sales of food and beverages 17,145 17,022 — 34,167 Total revenues 31,121 180,216 — 211,337 Operating costs Operating expenses 17,397 147,822 15 165,234 Cost of sales - food and beverages 3,982 4,974 (5) 8,951 General and administrative expense (A) 8,171 7,700 8,993 24,864 General and administrative expense - acquisition and transaction expenses (B) 824 — 9 833 Depreciation and amortization 8,942 8,854 56 17,852 Pre-opening costs (C) 3,374 — 1 3,375 (Gain) Loss on lease terminations and impairment 22 (237) 3,187 2,972 Total operating costs 42,712 169,113 12,256 224,081 Operating loss (11,591) 11,103 (12,256) (12,744) Other income (expenses) Interest and investment income — 55 447 502 Interest expense (D) (230) (6,848) (964) (8,042) Capitalized interest (D) (24) 37 65 78 Other income (loss), net 3 (115) 141 29 Total other income (expenses) (251) (6,871) (311) (7,433) Income tax expense — — 1,562 1,562 Net income (loss) (11,842) 4,232 (14,129) (21,739) Less: net loss attributable to NCI (15) — — (15) Net loss attributable to the company (11,827) 4,232 (14,129) (21,724) Preferred dividends — — (4,185) (4,185) Loss applicable to common stockholders $ (11,827) $ 4,232 $ (18,314) $ (25,909) September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Total assets $ 168,463 $ 254,878 $ 61,135 $ 484,476 Total liabilities 51,128 329,173 63,360 443,661 Preferred stock — — 61,583 61,583 Noncontrolling interest 1,026 — — 1,026 Equity $ 116,309 $ (74,295) $ (63,808) $ (21,794) Additions to property and equipment (including finance leases) during the nine months ended September 30, 2021 $ 17,810 $ 5,477 $ 375 $ 23,662 Three Months Ended September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 5,239 $ 57,018 $ — $ 62,257 Sales of food and beverages 6,070 8,039 — 14,109 Total revenues 11,309 65,057 — 76,366 Operating costs Operating expenses 6,718 53,998 13 60,729 Cost of sales - food and beverages 1,453 2,248 (5) 3,696 General and administrative expense (A) 3,697 2,628 2,900 9,225 General and administrative expense - acquisition and transaction expenses (B) 456 — 4 460 Depreciation and amortization 3,038 2,851 (66) 5,823 Pre-opening costs (C) 2,030 — — 2,030 (Gain) Loss on lease terminations and impairment — 324 — 324 Total operating costs 17,392 62,049 2,846 82,287 Operating income (loss) (6,083) 3,008 (2,846) (5,921) Other income (expenses) Interest and investment income — 19 171 190 Interest expense (D) (71) (2,229) (323) (2,623) Capitalized interest (D) (24) 9 12 (3) Other income (loss), net 3 60 44 107 Total other income (expenses) (92) (2,141) (96) (2,329) Income tax expense — — 616 616 Net income (loss) (6,175) 867 (3,558) (8,866) Less: net income attributable to NCI (15) — — (15) Net loss attributable to the company (6,160) 867 (3,558) (8,851) Preferred dividends — — (1,395) (1,395) Net income (loss) applicable to common stockholders $ (6,160) $ 867 $ (4,953) $ (10,246) (A) General and administrative expenses included severance expenses of $0.4 million and $0.8 million for the three and nine months ended September 30, 2022 and $0.1 million and $0.2 million three and nine months ended September 30, 2021, respectively. (B) Acquisition and transaction expenses include costs related to completed and potential acquisitions and transactions and strategic initiatives which may include advisory, legal, accounting and other professional or consulting fees. (C) Pre-opening costs are expensed as incurred and consist primarily of venue-related marketing expenses, lease expense, employee payroll, travel and related expenses, training costs, food, beverage and other operating expenses incurred prior to opening an entertainment golf venue. |
PROPERTY AND EQUIPMENT, NET OF
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION | PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION The following table summarizes the Company’s property and equipment: September 30, 2022 December 31, 2021 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 169,236 (52,390) 116,846 155,086 (46,399) 108,687 Furniture, fixtures and equipment 63,867 (35,706) 28,161 56,809 (28,821) 27,988 Finance leases - equipment 24,739 (13,125) 11,614 29,886 (15,602) 14,284 Construction in progress 22,734 — 22,734 21,531 — 21,531 Total Property and Equipment $ 287,346 $ (101,221) $ 186,125 $ 270,082 $ (90,822) $ 179,260 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASESThe Company's commitments under lease arrangements are primarily 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. During the three months ended September 30, 2022, the Company commenced two new leases for entertainment golf venues. Right-of-use assets of $5.4 million and lease liabilities of $5.5 million related to the leases are included on the Consolidated Balance Sheet as of September 30, 2022. During the nine months ended September 30, 2022, the Company commenced five new leases for entertainment golf venues. Right-of-use assets of $30.8 million and lease liabilities of $32.0 million related to these leases are included on the Consolidated Balance Sheet as of September 30, 2022. |
LEASES | LEASESThe Company's commitments under lease arrangements are primarily 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. During the three months ended September 30, 2022, the Company commenced two new leases for entertainment golf venues. Right-of-use assets of $5.4 million and lease liabilities of $5.5 million related to the leases are included on the Consolidated Balance Sheet as of September 30, 2022. During the nine months ended September 30, 2022, the Company commenced five new leases for entertainment golf venues. Right-of-use assets of $30.8 million and lease liabilities of $32.0 million related to these leases are included on the Consolidated Balance Sheet as of September 30, 2022. |
INTANGIBLES, NET OF ACCUMULATED
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION | INTANGIBLES, NET OF ACCUMULATED AMORTIZATION The following table summarizes the Company’s intangible assets: September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade name $ 721 $ (204) $ 517 $ 721 $ (187) $ 534 Management contracts 28,488 (18,755) 9,733 28,913 (17,960) 10,953 Internally-developed software 1,277 (1,001) 276 417 (143) 274 Membership base 4,012 (3,346) 666 4,012 (3,304) 708 Non-amortizable liquor licenses 1,465 — 1,465 961 — 961 Total Intangibles $ 35,963 $ (23,306) $ 12,657 $ 35,024 $ (21,594) $ 13,430 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table presents certain information regarding the Company’s debt obligations at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 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 1.79% 5.03 % 21.2 $ — $ 200 $ 200 Finance leases (Equipment) Jan 2017 - Apr 2022 11,420 11,420 Jun 2022 - Aug 2027 3.95% to 8.65% 5.69 % 3.3 — 14,275 14,275 11,620 11,620 5.73 % 3.6 — 14,475 14,475 Less current portion of obligations under finance leases 4,847 4,847 5,400 5,400 Credit facilities and obligations under finance leases - noncurrent 6,773 6,773 9,075 9,075 Corporate Junior subordinated notes payable (B) Mar 2006 51,004 51,169 Apr 2035 LIBOR+2.25% 5.03 % 10.09 51,004 51,004 51,174 Total debt obligations $ 62,624 $ 62,789 5.15 % 8.9 $ 51,004 $ 65,479 $ 65,649 (B) Collateral for this obligation is the Company's general credit. |
REAL ESTATE SECURITIES
REAL ESTATE SECURITIES | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
REAL ESTATE SECURITIES | REAL ESTATE SECURITIES The following is a summary of the Company’s real estate securities at September 30, 2022, which are classified as available-for-sale and are, therefore, reported at fair value with changes in fair value recorded in other comprehensive income, except for securities that are other-than-temporarily impaired. Amortized Cost Basis Gross Unrealized Weighted Average Asset Type Outstanding Face Amount Other-Than- Temporary Impairment (Discount) Premium After Impairment and (Discount) Premium Gains Losses Carrying Value (A) Number of Securities Rating (B) Coupon Yield Life (Years) (C) Principal Subordination (D) September 30, 2022 ABS - Non-Agency RMBS (E) $ 4,000 $ (1,521) $ 396 $ 2,875 $ — $ (834) $ 2,041 1 CCC 3.03 % 29.16 % 0.08 81.5 % December 31, 2021 ABS - Non-Agency RMBS (E) $ 4,000 $ (1,521) $ (156) $ 2,323 $ 1,163 $ — $ 3,486 1 CCC 0.68 % 29.16 % 1.6 67.4 % (A) See Note 10 regarding the estimation of fair value, which is equal to carrying value for all securities. (B) Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Ratings provided were determined by third-party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current. (C) The weighted average life is based on the timing of expected cash flows on the assets. (D) Percentage of the outstanding face amount of securities and residual interests that is subordinate to the Company’s investment. (E) The ABS - Non-Agency RMBS is a floating rate security and the collateral securing it is located in various geographic regions in the United States. The Company does not have significant investments in any one geographic region. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value Summary Table The following table summarizes the carrying values and estimated fair values of the Company’s financial instruments at September 30, 2022: September 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value Fair Value Method (A) Carrying Value Estimated Fair Value Assets Real estate securities, available-for-sale $ 2,041 $ 2,041 Pricing models - Level 3 $ 3,486 $ 3,486 Cash and cash equivalents 11,655 11,655 58,286 58,286 Restricted cash, current and noncurrent 4,564 4,564 4,278 4,278 Liabilities Junior subordinated notes payable $ 51,169 $ 35,307 Pricing models - Level 3 $ 51,174 $ 27,625 Fair Value Measurements 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 September 30, 2022: Weighted Average Significant Input Asset Type Amortized Cost Basis Fair Value Discount Prepayment Cumulative Default Rate Loss ABS - Non-Agency RMBS $ 2,875 $ 2,041 12.0 % 7.5 % 2.6 % 55.0 % All of the inputs used have some degree of market observability, based on the Company’s knowledge of the market, relationships with market participants, and use of common market data sources. Collateral prepayment, default and loss severity projections are in the form of “curves” or “vectors” that vary for each monthly collateral cash flow projection. Methods used to develop these projections vary by asset class but conform to industry conventions. The Company uses assumptions that generate its best estimate of future cash flows of each respective security. Real estate securities measured at fair value on a recurring basis using Level 3 inputs changed during the nine months ended September 30, 2022 as follows: ABS - Non-Agency RMBS Balance at December 31, 2021 $ 3,486 Total gains (losses) (A) Included in other comprehensive income (loss) (1,997) Amortization included in interest income 566 Purchases, sales and repayments (A) (14) Balance at September 30, 2022 $ 2,041 (A) None of the gains (losses) recorded in earnings during the period is attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting date. There were no purchases or sales during the nine months ended September 30, 2022. There were no transfers into or out of Level 3 during the nine months ended September 30, 2022. Liabilities for Which Fair Value is Only Disclosed The following table summarizes the level of the fair value hierarchy, valuation techniques and inputs used for estimating each class of liabilities not measured at fair value in the statement of financial position but for which fair value is disclosed: Type of Liabilities Not Measured At Fair Value for Which Fair Value Is Disclosed Fair Value Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: l Amount and timing of expected future cash flows l Interest rates l Market yields and the credit spread of the Company |
EQUITY AND EARNINGS PER SHARE
EQUITY AND EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator for basic and diluted earnings per share: Loss from continuing operations after preferred dividends $ (8,547) $ (10,246) $ (39,735) $ (25,909) Loss Applicable to Common Stockholders $ (8,547) $ (10,246) $ (39,735) $ (25,909) Denominator: Denominator for basic earnings per share - weighted average shares 92,385,019 92,085,846 92,339,823 88,938,344 Effect of dilutive securities Options — — — — RSUs — — — — Denominator for diluted earnings per share - adjusted weighted average shares 92,385,019 92,085,846 92,339,823 88,938,344 Basic earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.09) $ (0.11) $ (0.43) $ (0.29) Loss Applicable to Common Stock, per share $ (0.09) $ (0.11) $ (0.43) $ (0.29) Diluted earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.09) $ (0.11) $ (0.43) $ (0.29) Loss Applicable to Common Stock, per share $ (0.09) $ (0.11) $ (0.43) $ (0.29) 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. Based on the treasury stock method, the Company had 96,172 and 82,685 potentially dilutive securities during the three and nine months ended September 30, 2022, respectively, and 329,724 and 584,360 potentially dilutive securities during the three and nine months ended September 30, 2021, 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. Stock Options The following is a summary of the changes in the Company’s outstanding options for the nine months ended September 30, 2022: Number of Options Weighted Average Strike Price Weighted Average Life Remaining (in years) Balance at December 31, 2021 3,582,548 $ 3.17 Expired (105,118) $ 1.00 Balance at September 30, 2022 3,477,430 $ 3.23 0.9 Exercisable at September 30, 2022 3,061,926 $ 3.16 0.8 As of September 30, 2022, the Company’s outstanding options were summarized as follows: Number of Options Held by a former Manager 3,061,926 Granted to the former Manager and subsequently transferred to certain former Manager’s employees (A) 415,504 Total 3,477,430 (A) The Company and Fortress (the "former Manager") agreed that options held by certain employees formerly employed by that Manager will not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options will relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the former 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. Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the options. Stock-based compensation expense related to the employee options was $0.1 million and $0.2 million during the three and nine months ended September 30, 2022, and $0.2 million and $0.6 million during the three and nine months ended September 30, 2021, respectively, and is recorded in general and administrative expense on the Consolidated Statements of Operations. During the nine months ended September 30, 2022, the Company reversed $0.6 million in stock compensation expense related to certain previously issued options. The unrecognized stock-based compensation expense related to the unvested options was $0.1 million as of September 30, 2022 and will be expensed over a weighted average of 0.8 years. Restricted Stock Units (RSUs) The following is a summary of the changes in the Company’s RSUs for the nine months ended September 30, 2022. Number of RSUs Weighted Average Grant Date Fair Value (per unit) Balance at December 31, 2021 193,190 $ 2.20 Vested (23,605) $ 4.66 Forfeited (A) (8,047) $ 4.66 Balance at September 30, 2022 161,538 $ 1.71 (A) Unvested RSUs are forfeited by non-employee directors upon their departure from the board of directors and generally 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 nine months ended September 30, 2022, the Company granted no RSUs to non-employee directors and 87,757 RSUs granted to non-employee directors vested. The Company also grants RSUs to employees as part of their annual compensation. The RSUs vest in equal annual installments on each of the first three anniversaries of the grant date. During the nine months ended September 30, 2022, the Company did not grant RSUs to employees and 23,605 RSUs granted to employees vested. Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the RSUs. Stock-based compensation expense related to RSUs was $0.1 million and $0.2 million for the nine months ended September 30, 2022 and $0.1 million and $0.3 million for three and nine months ended September 30, 2021, respectively. Stock-based compensation expense is recorded in general and administrative expense on the Consolidated Statements of Operations. During the nine months ended September 30, 2022, the Company reversed $0.3 million in stock compensation expense related to certain previously issued RSUs. The unrecognized stock-based compensation expense related to the unvested RSUs was $0.0 million as of September 30, 2022 and will be expensed over a weighted average period of 0.2 years. Preferred Stock Dividends totaling $1.4 million were paid 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. Dividends totaling $1.4 million were paid 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. Dividends totaling $1.4 million were paid on August 1, 2022 to holders of record of preferred stock on July 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. Dividends totaling $1.4 million were paid on October 31, 2022 to holders of record of preferred stock on October 3, 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. On November 7, 2022, the Board of Directors of the Company declared dividends on the Company’s preferred stock for the period beginning November 1, 2022 and ending January 31, 2023. The dividends are payable on January 31, 2023, to holders of record of preferred stock on January 1, 2023, 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 September 30, 2022, $5.6 million of dividends on the Company's cumulative preferred stock were unpaid and in arrears. Noncontrolling Interest On July 12, 2021, the Company entered into an investment agreement among the Company and Symphony Ventures , which we refer to as Symphony , a company organized under the laws of Ireland, in which the Company agreed to sell to Symphony 10% of the partnership interests in each of the wholly owned subsidiary limited partnerships, which we refer to as “SLPs”, formed by the Company to hold each of the Company’s Puttery venues, in exchange for an amount in cash equal to 10% of the total cost to build the Puttery venue owned by such SLP. Symphony’s purchase price in each such SLP will be fully committed on the date the certificate of occupancy for the Puttery venue is received, up to a total commitment of $10 million. 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. Currently the Company and Symphony are party to four SLPs, for the Puttery locations in The Colony, Texas, Charlotte, North Carolina, Washington, D.C., and Houston, Texas. Tax Benefits Preservation Plan |
TRANSACTIONS WITH AFFILIATES AN
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES | TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES Agreements with the Former ManagerAt September 30, 2022, the former Manager, through its affiliates, and principals of the former Manager, owned 9.0 million shares of the Company’s common stock and had options relating to an additional 3.1 million shares of the Company’s common stock (Note 11). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
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, personal injury and other claims. Although management is unable to predict with certainty the eventual outcome of any legal action, management believes the ultimate liability arising from such actions, individually and in the aggregate, which existed at September 30, 2022, 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 September 30, 2022, 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 $0.3 million as of September 30, 2022. Month-to-Month Leases — The traditional golf segment has four month-to-month property leases which are cancellable by the parties with 30 days written notice. The traditional golf segment 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 September 30, 2022, the total nominal value of initiation fee deposits was approximately $248.1 million with annual maturities through 2051. In 2002 American Golf Corporation ("AGC"), when it was owned by a previous owner, entered into a Restated Membership Deposit Assumption Agreement, with two trusts established by a previous owner of AGC (the “Trusts”) under which the Trusts agreed to unconditionally assume the obligations of AGC to refund certain membership deposit liabilities ("MDLs") in exchange for shares in AGC. The MDLs 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 $181.9 million. No asset was recorded at the time of our acquisition of AGC in recognition of this assumption agreement for the $181.9 million of liabilities assumed by the Trusts for the following reasons. 1) the substantial time period between the assumption of the liabilities and the first liabilities becoming refundable; 2) the inability of AGC to verify and monitor the assets of the Trusts to ensure the ability to perform under the terms of the assumption agreements; 3) the fact that the Trusts are not required to maintain any assets that would support such performance; 4) the Trust settlors were not required contractually to fund the Trusts; and 5) The Company does not have the ability to determine the likelihood that the Trusts will meet their obligations. In the event the Trusts are not able to fulfill their obligations, the Company would be responsible for refunding the outstanding balance of the MDL and therefore, recognizes these MDLs on its balance sheet. Though the Trusts initially assumed $181.9 million of MDLs the balance of related MDLs carried on the books of AGC, as of September 30, 2022, has been reduced to an undiscounted nominal value of $115 million through various assignments to third parties and partial membership refunds due to membership transfers. To-date, the Trust has met all of their obligations that have come due for which the Trust assumed responsibility under the Restated Membership Deposit Assumption Agreement. As of September 30, 2022 the Trusts had refunded a total of approximately $0.5 million of MDLs under the terms of the assumption agreements. Restricted Cash — Approximately $4.3 million of restricted cash at September 30, 2022 is used as credit enhancement for traditional golf’s obligations related to the performance of lease agreements and certain insurance claims. Commitments - As of September 30, 2022, the Company has additional operating leases that have not yet commenced of $54.1 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. Preferred Dividends in Arrears - As of September 30, 2022, $5.6 million of dividends on the Company's cumulative preferred stock were unpaid and in arrears. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company's income tax provision (benefit) for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. The Company's income tax provision was $0.5 million and $2.1 million for the three and nine months ended September 30, 2022, respectively and $0.6 million and $1.6 million for the three and nine months ended September 30, 2021 , respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. The Company recorded a valuation allowance against its deferred tax assets as of September 30, 2022 as management does not believe that it is more likely than not that the deferred tax assets will be realized. The Company and its subsidiaries file U.S. federal and state income tax returns in various jurisdictions. As of September 30, 2022 , the Company is currently not subject to examination by the IRS for any open tax years and is currently under examination in Idaho for open tax years 2017 and 2019. At September 30, 2022 and December 31, 2021 , the Company reported a total liability for unrecognized tax benefits of $0.8 million and $0.6 million , respectively . The Company does not anticipate any significant increases or decreases to the balance of unrecognized tax benefits during the next 12 months. |
IMPAIRMENT
IMPAIRMENT | 9 Months Ended |
Sep. 30, 2022 | |
Other than Temporary Impairment Losses, Investments [Abstract] | |
IMPAIRMENT | IMPAIRMENT The following table summarizes the amounts the Company recorded in the Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (Gain) loss on lease terminations 10 324 2,205 (652) Loss on corporate office assets (held-for-use) — — — 3,303 Impairment on traditional golf properties (held-for-sale) — — — — Impairment on traditional golf properties (held-for-use) 985 — 967 — Impairment on entertainment golf properties 323 — 13,178 — Other (gains) loss — — — 321 Total loss on impairment $ 1,318 $ 324 $ 16,350 $ 2,972 During the nine months ended September 30, 2022, the Company recorded impairment charges of $11.3 million related to construction in progress assets for its Drive Shack New Orleans venue as the Company determined that it will not restart construction of the venue. The assets consist primarily of a partially constructed, unfinished building and parking lot. During the second quarter of 2022, the Company entered into a termination agreement to terminate the underlying ground lease for the site and recorded a $2.2 million loss on lease terminations. The Company also recorded impairment charges of $0.3 million related to assets for its Puttery location in Philadelphia during the third quarter. The Company recorded impairment charges of $1.6 million related to certain assets acquired for our Puttery venues in Charlotte, North Carolina; Miami, Florida; and Washington, DC. The assets consisted of gameplay tracking cameras and supporting hardware and software for our venues. The Company has determined that it will not utilize the devices and they will therefore not be installed. The Company is unable to recover the cost of the devices and the impairment charge represents the full value of the equipment. In addition, the Company also recorded impairment charges of $1.0 million related to one of its traditional golf courses, Dyker Beach during the third quarter. 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. . During the nine months ended September 30, 2021, the Company recorded impairment charges of $3.3 million related to right-of-use and other lease related assets of our former headquarters office in New York given the relocation of the Company’s headquarters to Dallas, TX. This included impairment of leasehold improvements of $0.3 million, furniture fixtures, and equipment of $0.6 million, and ROU assets of $2.3 million. The Company evaluated the recoverability of the carrying value of these assets using the income approach based on future assumptions of cash flows. The development of discounted cash flow models used to estimate the fair value of the asset groups required the application of significant judgement in determining market participant assumptions, including the projected sublease income over the remaining lease terms, expected downtime prior to the commencement of future subleases, expected lease incentives offered to future tenants, and discount rates that reflected the level of risk associated with these future cash flows. As the fair value inputs utilized are unobservable, the Company determined that the significant inputs used to value these properties fall within Level 3 for fair value reporting. During the three months ended September 30, 2022, the Company recorded impairment charges of $0.3 million related to assets for its Puttery location in Philadelphia. In addition, the Company also recorded impairment charges of $1.0 million related to one of its traditional golf courses, Dyker Beach. During the three months ended September 30, 2021, the Company recorded other losses totaling $0.3 million on retirement of other traditional golf assets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSLease Termination - In October, the Company entered into a termination agreement with the landlord of the Puttery location in Philadelphia, PA. Pursuant to this agreement, the lease to which the Company was committed to, will be terminated without any penalty or termination fees owed to the landlord. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying Consolidated Financial Statements and related notes of the Company have been prepared in accordance with U.S. generally accepted accounting principles or GAAP for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under U.S. generally accepted accounting principles, or GAAP, have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2021 and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (the "SEC") on November 18, 2022. There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021. |
Use of Estimates | Use of Estimates – Our estimates are based on information available to management at the time of preparation of the Consolidated Financial Statements, including the result of historical analysis, our understanding and experience of the Company’s operations, our knowledge of the industry and market-participant data available to us. Actual results have historically been in line with management’s estimates and judgments used in applying each of the accounting policies, and management periodically re-evaluates accounting estimates and assumptions. Actual results could differ from these estimates and materially impact our Consolidated Financial Statements. However, the Company does not expect our assessments and assumptions to materially change in the future. |
Seasonality | 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. |
Leasing Arrangements | Leasing Arrangements — The Company evaluates at lease inception whether an arrangement is or contains a lease by providing the Company with the right to control an asset. Operating leases are accounted for on the balance sheet with the Right of Use (“ROU”) assets in "Operating lease right-of-use assets" and lease liabilities are recognized in "Other current liabilities" and "Operating lease liabilities - noncurrent" in the Consolidated Balance Sheets. Finance lease ROU assets, current lease liabilities and noncurrent lease liabilities are recognized in "Property and equipment, net of accumulated depreciation," and "Obligations under finance leases" and "Credit facilities and obligations under finance leases - noncurrent" in the Consolidated Balance Sheets, respectively. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined using a portfolio approach based on the rate of interest that the Company would pay to borrow an amount equal to the lease payments for a similar term and in a similar economic environment on a collateralized basis. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid rent, and lease incentives received. Operating leases are subsequently amortized into lease cost on a straight-line basis. Depreciation of the finance lease ROU assets is subsequently calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms and recorded in "Depreciation and amortization" on the Consolidated Statements of Operations. In addition to the fixed minimum payments required under the lease arrangements, certain leases require variable lease payments, which are payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments as well as payment of taxes assessed against the leased property. The leases generally also require payment for the cost of insurance and maintenance. Variable lease payments are recognized when the associated activity occurs and contingency is resolved. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets — |
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 believes that it is not exposed to significant credit risk because the accounts are at major financial institutions. |
Accounts Receivable, Net | Accounts Receivable, Net — Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts of $0.3 million as of September 30, 2022 and $0.9 million as of December 31, 2021. The allowance for doubtful accounts is based upon several factors including the length of time the receivables are past due, historical payment trends, current economic factors, and our expectations of future events that affect collectability. Collateral is generally not required. |
Membership Deposit Liabilities | Membership Deposit Liabilities - 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 2002, American Golf Corporation ("AGC"), when it was owned by a previous owner, entered into a Restated Membership Deposit Assumption Agreement, with two trusts established by a previous owner of AGC (the “Trusts”) under which the Trusts agreed to unconditionally assume the obligations of AGC to refund certain membership deposit liabilities ("MDLs") in exchange for shares in AGC. The MDLs 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 $181.9 million. No asset was recorded at the time of our acquisition of AGC in recognition of this assumption agreement for the $181.9 million of liabilities assumed by the Trusts for the following reasons: 1) the substantial time period between the assumption of the liabilities and the first liabilities becoming refundable; 2) the inability of AGC to verify and monitor the assets of the Trusts to ensure the ability to perform under the terms of the assumption agreements; 3) the fact that the Trusts are not required to maintain any assets that would support such performance; 4) the Trust settlors were not required contractually to fund the Trusts; and 5) the Company does not have the ability to determine the likelihood that the Trusts will meet their obligations. In the event the Trusts are not able to fulfill their obligations, the Company would be responsible for refunding the outstanding balance of the MDL and therefore, recognizes these MDLs on its balance sheet. |
Fair Value Measurements | Fair Value Measurements 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 for Which Fair Value Is Disclosed Fair Value Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: l Amount and timing of expected future cash flows l Interest rates l Market yields and the credit spread of the Company |
Income Taxes | In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. |
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) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of restrictions on cash and cash equivalents | The following table summarizes the Company's Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent: September 30, 2022 December 31, 2021 Cash and cash equivalents $ 11,655 58,286 Restricted cash 4,348 3,480 Restricted cash, noncurrent 216 798 Total Cash and cash equivalents, Restricted cash and Restricted cash, noncurrent $ 16,219 $ 62,564 |
Schedule of other current assets | The following table summarizes the Company's other current assets: September 30, 2022 December 31, 2021 Managed property receivables $ 13,526 $ 19,316 Prepaid expenses 7,137 2,524 Deposits 1,805 1,827 Inventory 2,921 2,229 Miscellaneous current assets, net 9,734 4,138 Other current assets $ 35,123 $ 30,034 |
Schedule of other assets | The following table summarizes the Company's other assets: September 30, 2022 December 31, 2021 Prepaid expenses $ 1,717 $ 2,156 Deposits 3,115 3,335 Miscellaneous assets, net 675 1,047 Other assets $ 5,507 $ 6,538 |
Schedule of other current liabilities | The following table summarizes the Company's other current liabilities: September 30, 2022 December 31, 2021 Operating lease liabilities $ 18,304 $ 16,519 Accrued rent 3,654 3,455 Dividends payable 930 930 Miscellaneous current liabilities 5,358 5,620 Other current liabilities $ 28,246 $ 26,524 |
Schedule of other income (loss), net | These items are comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Collateral management fee income, net $ 22 $ 46 $ 92 $ 148 Insurance proceeds 662 — — 4,086 Loss on sale of long-lived assets and intangibles — — (38) (64) Gain on Lease Modification/Termination (3) — (56) Other gain (loss) 239 61 475 (55) Other gain (loss), net $ 920 $ 107 $ 4,559 $ 29 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables disaggregate revenue by category: entertainment golf venues, public golf properties, private golf properties (owned and leased), managed golf properties, and Corporate other income. Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 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) Corporate Total Golf operations $ 9,067 $ 31,853 $ 11,874 $ 17,881 $ 197 $ 70,872 $ 22,892 $ 82,099 $ 38,155 $ 49,998 $ 588 $ 193,732 Sales of food and beverages 7,617 8,232 1,953 — — 17,802 23,682 21,208 5,722 — — 50,612 Total revenues $ 16,684 $ 40,085 $ 13,827 $ 17,881 $ 197 $ 88,674 $ 46,574 $ 103,307 $ 43,877 $ 49,998 $ 588 $ 244,344 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Corporate Total Ent. golf venues Public golf properties Private golf properties Managed golf properties (A) Corporate Total Golf operations $ 5,239 $ 30,065 $ 10,715 $ 16,238 $ — $ 62,257 $ 13,976 $ 77,932 $ 37,756 $ 47,506 $ — $ 177,170 Sales of food and beverages 6,070 6,334 1,705 — — 14,109 17,145 12,182 4,840 — — 34,167 Total revenues $ 11,309 $ 36,399 $ 12,420 $ 16,238 $ — $ 76,366 $ 31,121 $ 90,114 $ 42,596 $ 47,506 $ — $ 211,337 (A) Includes $16.4 million and $44.6 million for the three and nine months ended September 30, 2022, and $14.7 million and $41.3 million for the three and nine months ended September 30, 2021, respectively, related to management contract reimbursements reported under ASC 606. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Summary financial data on the Company’s segments is given below, together with a reconciliation to the same data for the Company as a whole: Nine Months Ended September 30, 2022 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 22,892 $ 170,252 $ 588 $ 193,732 Sales of food and beverages 23,682 26,930 — 50,612 Total revenues 46,574 197,182 588 244,344 Operating costs Operating expenses 26,968 163,535 135 190,638 Cost of sales - food and beverages 6,360 7,774 — 14,134 General and administrative expense (A) 5,615 9,280 14,295 29,190 Depreciation and amortization 10,621 8,189 334 19,144 Pre-opening costs (C) 4,830 — — 4,830 (Gain) Loss on lease terminations and impairment 15,366 984 — 16,350 Total operating costs 69,760 189,762 14,764 274,286 Operating income (loss) (23,186) 7,420 (14,176) (29,942) Other income (expenses) Interest and investment income 7 52 577 636 Interest expense (D) (156) (7,876) (770) (8,802) Other income (loss), net (413) 4,071 901 4,559 Total other income (expenses) (562) (3,753) 708 (3,607) Income tax expense 63 2 1,996 2,061 Net income (loss) (23,811) 3,665 (15,464) (35,610) Less: net income (loss) attributable to NCI — — (60) (60) Net loss attributable to the company (23,811) 3,665 (15,404) (35,550) Preferred dividends — — (4,185) (4,185) Net income (loss) applicable to common stockholders $ (23,811) $ 3,665 $ (19,589) $ (39,735) September 30, 2022 Entertainment Golf Traditional Golf Corporate Total Total assets $ 202,111 $ 250,187 $ 3,393 $ 455,691 Total liabilities 76,290 326,093 65,972 468,355 Preferred stock — — 61,583 61,583 Noncontrolling interest 3,507 — (738) 2,769 Equity (loss) attributable to common stockholders $ 122,314 $ (75,906) $ (123,424) $ (77,016) Additions to property and equipment (including finance leases) during the nine months ended September 30, 2022 $ 5,927 $ 3,976 $ 1,307 $ 11,210 Three Months Ended September 30, 2022 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 9,067 $ 61,608 $ 197 $ 70,872 Sales of food and beverages 7,617 10,185 — 17,802 Total revenues 16,684 71,793 197 88,674 Operating costs Operating expenses 10,183 59,752 91 70,026 Cost of sales - food and beverages 1,916 3,069 — 4,985 General and administrative expense (A) 815 2,463 5,294 8,572 Depreciation and amortization 3,779 2,916 124 6,819 Pre-opening costs (C) 2,145 — — 2,145 Loss on lease terminations and impairment 318 1,000 — 1,318 Total operating costs 19,156 69,200 5,509 93,865 Operating income (loss) (2,472) 2,593 (5,312) (5,191) Other income (expenses) Interest and investment income 4 11 205 220 Interest expense (D) (46) (2,549) (13) (2,608) Other income (loss), net (397) 481 836 920 Total other income (expenses) (439) (2,057) 1,028 (1,468) Income tax expense 23 — 449 472 Net income (loss) (2,934) 536 (4,733) (7,131) Less: net income (loss) attributable to NCI — — 21 21 Net loss attributable to the company (2,934) 536 (4,754) (7,152) Preferred dividends — — (1,395) (1,395) Net income (loss) applicable to common stockholders $ (2,934) $ 536 $ (6,149) $ (8,547) Nine Months Ended September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 13,976 $ 163,194 $ — $ 177,170 Sales of food and beverages 17,145 17,022 — 34,167 Total revenues 31,121 180,216 — 211,337 Operating costs Operating expenses 17,397 147,822 15 165,234 Cost of sales - food and beverages 3,982 4,974 (5) 8,951 General and administrative expense (A) 8,171 7,700 8,993 24,864 General and administrative expense - acquisition and transaction expenses (B) 824 — 9 833 Depreciation and amortization 8,942 8,854 56 17,852 Pre-opening costs (C) 3,374 — 1 3,375 (Gain) Loss on lease terminations and impairment 22 (237) 3,187 2,972 Total operating costs 42,712 169,113 12,256 224,081 Operating loss (11,591) 11,103 (12,256) (12,744) Other income (expenses) Interest and investment income — 55 447 502 Interest expense (D) (230) (6,848) (964) (8,042) Capitalized interest (D) (24) 37 65 78 Other income (loss), net 3 (115) 141 29 Total other income (expenses) (251) (6,871) (311) (7,433) Income tax expense — — 1,562 1,562 Net income (loss) (11,842) 4,232 (14,129) (21,739) Less: net loss attributable to NCI (15) — — (15) Net loss attributable to the company (11,827) 4,232 (14,129) (21,724) Preferred dividends — — (4,185) (4,185) Loss applicable to common stockholders $ (11,827) $ 4,232 $ (18,314) $ (25,909) September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Total assets $ 168,463 $ 254,878 $ 61,135 $ 484,476 Total liabilities 51,128 329,173 63,360 443,661 Preferred stock — — 61,583 61,583 Noncontrolling interest 1,026 — — 1,026 Equity $ 116,309 $ (74,295) $ (63,808) $ (21,794) Additions to property and equipment (including finance leases) during the nine months ended September 30, 2021 $ 17,810 $ 5,477 $ 375 $ 23,662 Three Months Ended September 30, 2021 Entertainment Golf Traditional Golf Corporate Total Revenues Golf operations $ 5,239 $ 57,018 $ — $ 62,257 Sales of food and beverages 6,070 8,039 — 14,109 Total revenues 11,309 65,057 — 76,366 Operating costs Operating expenses 6,718 53,998 13 60,729 Cost of sales - food and beverages 1,453 2,248 (5) 3,696 General and administrative expense (A) 3,697 2,628 2,900 9,225 General and administrative expense - acquisition and transaction expenses (B) 456 — 4 460 Depreciation and amortization 3,038 2,851 (66) 5,823 Pre-opening costs (C) 2,030 — — 2,030 (Gain) Loss on lease terminations and impairment — 324 — 324 Total operating costs 17,392 62,049 2,846 82,287 Operating income (loss) (6,083) 3,008 (2,846) (5,921) Other income (expenses) Interest and investment income — 19 171 190 Interest expense (D) (71) (2,229) (323) (2,623) Capitalized interest (D) (24) 9 12 (3) Other income (loss), net 3 60 44 107 Total other income (expenses) (92) (2,141) (96) (2,329) Income tax expense — — 616 616 Net income (loss) (6,175) 867 (3,558) (8,866) Less: net income attributable to NCI (15) — — (15) Net loss attributable to the company (6,160) 867 (3,558) (8,851) Preferred dividends — — (1,395) (1,395) Net income (loss) applicable to common stockholders $ (6,160) $ 867 $ (4,953) $ (10,246) (A) General and administrative expenses included severance expenses of $0.4 million and $0.8 million for the three and nine months ended September 30, 2022 and $0.1 million and $0.2 million three and nine months ended September 30, 2021, respectively. (B) Acquisition and transaction expenses include costs related to completed and potential acquisitions and transactions and strategic initiatives which may include advisory, legal, accounting and other professional or consulting fees. (C) Pre-opening costs are expensed as incurred and consist primarily of venue-related marketing expenses, lease expense, employee payroll, travel and related expenses, training costs, food, beverage and other operating expenses incurred prior to opening an entertainment golf venue. |
PROPERTY AND EQUIPMENT, NET O_2
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The following table summarizes the Company’s property and equipment: September 30, 2022 December 31, 2021 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 169,236 (52,390) 116,846 155,086 (46,399) 108,687 Furniture, fixtures and equipment 63,867 (35,706) 28,161 56,809 (28,821) 27,988 Finance leases - equipment 24,739 (13,125) 11,614 29,886 (15,602) 14,284 Construction in progress 22,734 — 22,734 21,531 — 21,531 Total Property and Equipment $ 287,346 $ (101,221) $ 186,125 $ 270,082 $ (90,822) $ 179,260 |
INTANGIBLES, NET OF ACCUMULAT_2
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The following table summarizes the Company’s intangible assets: September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Trade name $ 721 $ (204) $ 517 $ 721 $ (187) $ 534 Management contracts 28,488 (18,755) 9,733 28,913 (17,960) 10,953 Internally-developed software 1,277 (1,001) 276 417 (143) 274 Membership base 4,012 (3,346) 666 4,012 (3,304) 708 Non-amortizable liquor licenses 1,465 — 1,465 961 — 961 Total Intangibles $ 35,963 $ (23,306) $ 12,657 $ 35,024 $ (21,594) $ 13,430 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | The following table presents certain information regarding the Company’s debt obligations at September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 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 1.79% 5.03 % 21.2 $ — $ 200 $ 200 Finance leases (Equipment) Jan 2017 - Apr 2022 11,420 11,420 Jun 2022 - Aug 2027 3.95% to 8.65% 5.69 % 3.3 — 14,275 14,275 11,620 11,620 5.73 % 3.6 — 14,475 14,475 Less current portion of obligations under finance leases 4,847 4,847 5,400 5,400 Credit facilities and obligations under finance leases - noncurrent 6,773 6,773 9,075 9,075 Corporate Junior subordinated notes payable (B) Mar 2006 51,004 51,169 Apr 2035 LIBOR+2.25% 5.03 % 10.09 51,004 51,004 51,174 Total debt obligations $ 62,624 $ 62,789 5.15 % 8.9 $ 51,004 $ 65,479 $ 65,649 (B) Collateral for this obligation is the Company's general credit. |
REAL ESTATE SECURITIES (Tables)
REAL ESTATE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of real estate securities holdings | The following is a summary of the Company’s real estate securities at September 30, 2022, which are classified as available-for-sale and are, therefore, reported at fair value with changes in fair value recorded in other comprehensive income, except for securities that are other-than-temporarily impaired. Amortized Cost Basis Gross Unrealized Weighted Average Asset Type Outstanding Face Amount Other-Than- Temporary Impairment (Discount) Premium After Impairment and (Discount) Premium Gains Losses Carrying Value (A) Number of Securities Rating (B) Coupon Yield Life (Years) (C) Principal Subordination (D) September 30, 2022 ABS - Non-Agency RMBS (E) $ 4,000 $ (1,521) $ 396 $ 2,875 $ — $ (834) $ 2,041 1 CCC 3.03 % 29.16 % 0.08 81.5 % December 31, 2021 ABS - Non-Agency RMBS (E) $ 4,000 $ (1,521) $ (156) $ 2,323 $ 1,163 $ — $ 3,486 1 CCC 0.68 % 29.16 % 1.6 67.4 % (A) See Note 10 regarding the estimation of fair value, which is equal to carrying value for all securities. (B) Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Ratings provided were determined by third-party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current. (C) The weighted average life is based on the timing of expected cash flows on the assets. (D) Percentage of the outstanding face amount of securities and residual interests that is subordinate to the Company’s investment. (E) The ABS - Non-Agency RMBS is a floating rate security and the collateral securing it is located in various geographic regions in the United States. The Company does not have significant investments in any one geographic region. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying value and estimated fair value of assets and liabilities | The following table summarizes the carrying values and estimated fair values of the Company’s financial instruments at September 30, 2022: September 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value Fair Value Method (A) Carrying Value Estimated Fair Value Assets Real estate securities, available-for-sale $ 2,041 $ 2,041 Pricing models - Level 3 $ 3,486 $ 3,486 Cash and cash equivalents 11,655 11,655 58,286 58,286 Restricted cash, current and noncurrent 4,564 4,564 4,278 4,278 Liabilities Junior subordinated notes payable $ 51,169 $ 35,307 Pricing models - Level 3 $ 51,174 $ 27,625 |
Schedule of quantitative information regarding significant unobservable inputs | The following table provides quantitative information regarding the significant unobservable inputs used by the Company for assets and liabilities measured at fair value on a recurring basis as of September 30, 2022: Weighted Average Significant Input Asset Type Amortized Cost Basis Fair Value Discount Prepayment Cumulative Default Rate Loss ABS - Non-Agency RMBS $ 2,875 $ 2,041 12.0 % 7.5 % 2.6 % 55.0 % |
Schedule of change in fair value of level 3 investments | Real estate securities measured at fair value on a recurring basis using Level 3 inputs changed during the nine months ended September 30, 2022 as follows: ABS - Non-Agency RMBS Balance at December 31, 2021 $ 3,486 Total gains (losses) (A) Included in other comprehensive income (loss) (1,997) Amortization included in interest income 566 Purchases, sales and repayments (A) (14) Balance at September 30, 2022 $ 2,041 (A) None of the gains (losses) recorded in earnings during the period is attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting date. There were no purchases or sales during the nine months ended September 30, 2022. There were no transfers into or out of Level 3 during the nine months ended September 30, 2022. |
Summary of liabilities for which fair value is only disclosed | The following table summarizes the level of the fair value hierarchy, valuation techniques and inputs used for estimating each class of liabilities not measured at fair value in the statement of financial position but for which fair value is disclosed: Type of Liabilities Not Measured At Fair Value for Which Fair Value Is Disclosed Fair Value Hierarchy Valuation Techniques and Significant Inputs Junior subordinated notes payable Level 3 Valuation technique is based on discounted cash flows. Significant inputs include: l Amount and timing of expected future cash flows l Interest rates l Market yields and the credit spread of the Company |
EQUITY AND EARNINGS PER SHARE (
EQUITY AND EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator for basic and diluted earnings per share: Loss from continuing operations after preferred dividends $ (8,547) $ (10,246) $ (39,735) $ (25,909) Loss Applicable to Common Stockholders $ (8,547) $ (10,246) $ (39,735) $ (25,909) Denominator: Denominator for basic earnings per share - weighted average shares 92,385,019 92,085,846 92,339,823 88,938,344 Effect of dilutive securities Options — — — — RSUs — — — — Denominator for diluted earnings per share - adjusted weighted average shares 92,385,019 92,085,846 92,339,823 88,938,344 Basic earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.09) $ (0.11) $ (0.43) $ (0.29) Loss Applicable to Common Stock, per share $ (0.09) $ (0.11) $ (0.43) $ (0.29) Diluted earnings per share: Loss from continuing operations per share of common stock after preferred dividends $ (0.09) $ (0.11) $ (0.43) $ (0.29) Loss Applicable to Common Stock, per share $ (0.09) $ (0.11) $ (0.43) $ (0.29) |
Schedule of outstanding options | The following is a summary of the changes in the Company’s outstanding options for the nine months ended September 30, 2022: Number of Options Weighted Average Strike Price Weighted Average Life Remaining (in years) Balance at December 31, 2021 3,582,548 $ 3.17 Expired (105,118) $ 1.00 Balance at September 30, 2022 3,477,430 $ 3.23 0.9 Exercisable at September 30, 2022 3,061,926 $ 3.16 0.8 |
Schedule of outstanding options summary | As of September 30, 2022, the Company’s outstanding options were summarized as follows: Number of Options Held by a former Manager 3,061,926 Granted to the former Manager and subsequently transferred to certain former Manager’s employees (A) 415,504 Total 3,477,430 |
Summary of changes in RSUs | The following is a summary of the changes in the Company’s RSUs for the nine months ended September 30, 2022. Number of RSUs Weighted Average Grant Date Fair Value (per unit) Balance at December 31, 2021 193,190 $ 2.20 Vested (23,605) $ 4.66 Forfeited (A) (8,047) $ 4.66 Balance at September 30, 2022 161,538 $ 1.71 (A) Unvested RSUs are forfeited by non-employee directors upon their departure from the board of directors and generally forfeited by employees upon their termination. |
IMPAIRMENT (Tables)
IMPAIRMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (Gain) loss on lease terminations 10 324 2,205 (652) Loss on corporate office assets (held-for-use) — — — 3,303 Impairment on traditional golf properties (held-for-sale) — — — — Impairment on traditional golf properties (held-for-use) 985 — 967 — Impairment on entertainment golf properties 323 — 13,178 — Other (gains) loss — — — 321 Total loss on impairment $ 1,318 $ 324 $ 16,350 $ 2,972 |
ORGANIZATION (Details)
ORGANIZATION (Details) | Sep. 30, 2022 property state |
Entertainment Golf Segment | |
Segment Reporting Information | |
Number of properties (property) | property | 8 |
Number of states in which properties owned | state | 4 |
Traditional Golf | |
Segment Reporting Information | |
Number of properties (property) | property | 53 |
Number of states in which properties owned | state | 9 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Segment Reporting Information | |||
Allowances for doubtful accounts | $ 300 | $ 900 | |
Expected life of active golf membership (in years) | 7 years | ||
Refundable term for initiation fees (in years) | 30 years | 30 years | |
Fee deposit | $ 10,748 | $ 10,005 | |
Refunded customer deposits | 500 | ||
Trusts | |||
Segment Reporting Information | |||
Fee deposit | $ 181,900 | ||
Fee deposit undiscounted | $ 115,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||||
Cash and cash equivalents | $ 11,655 | $ 58,286 | ||
Restricted cash | 4,348 | 3,480 | ||
Restricted cash, noncurrent | 216 | 798 | ||
Total Cash and cash equivalents, Restricted cash and Restricted cash, noncurrent | $ 16,219 | $ 62,564 | $ 68,018 | $ 50,833 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Current Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Managed property receivables | $ 13,526 | $ 19,316 |
Prepaid expenses | 7,137 | 2,524 |
Deposits | 1,805 | 1,827 |
Inventory | 2,921 | 2,229 |
Miscellaneous current assets, net | 9,734 | 4,138 |
Other current assets | $ 35,123 | $ 30,034 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Prepaid expenses | $ 1,717 | $ 2,156 |
Deposits | 3,115 | 3,335 |
Miscellaneous assets, net | 675 | 1,047 |
Other assets | $ 5,507 | $ 6,538 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Current Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Operating lease liabilities | $ 18,304 | $ 16,519 |
Accrued rent | 3,654 | 3,455 |
Dividends payable | 930 | 930 |
Miscellaneous current liabilities | 5,358 | 5,620 |
Other current liabilities | $ 28,246 | $ 26,524 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Other Income, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other gain (loss), net | ||||
Collateral management fee income, net | $ 22 | $ 46 | $ 92 | $ 148 |
Insurance proceeds | 662 | 0 | 4,086 | |
Loss on sale of long-lived assets and intangibles | 0 | 0 | (38) | (64) |
Gain on Lease Modification/Termination | (3) | 0 | (56) | |
Other gain (loss) | 239 | 61 | 475 | (55) |
Other gain (loss), net | $ 920 | $ 107 | $ 4,559 | $ 29 |
REVENUES (Disaggregation of Rev
REVENUES (Disaggregation of Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue | ||||
Total revenues | $ 88,674 | $ 76,366 | $ 244,344 | $ 211,337 |
Golf operations | ||||
Disaggregation of Revenue | ||||
Total revenues | 70,872 | 62,257 | 193,732 | 177,170 |
Golf operations, ent. golf venues | ||||
Disaggregation of Revenue | ||||
Total revenues | 9,067 | 5,239 | 22,892 | 13,976 |
Golf operations, public golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 31,853 | 30,065 | 82,099 | 77,932 |
Golf operations, private golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 11,874 | 10,715 | 38,155 | 37,756 |
Golf operations, managed golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 17,881 | 16,238 | 49,998 | 47,506 |
Golf course operations, corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | 197 | 0 | 588 | 0 |
Sales of food and beverages | ||||
Disaggregation of Revenue | ||||
Total revenues | 17,802 | 14,109 | 50,612 | 34,167 |
Food and beverage, ent. golf venues | ||||
Disaggregation of Revenue | ||||
Total revenues | 7,617 | 6,070 | 23,682 | 17,145 |
Food and beverage, public golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 8,232 | 6,334 | 21,208 | 12,182 |
Food and beverage, private golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 1,953 | 1,705 | 5,722 | 4,840 |
Food and beverage, managed golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Food and Beverage, Corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Entertainment Golf Venues | ||||
Disaggregation of Revenue | ||||
Total revenues | 16,684 | 11,309 | 46,574 | 31,121 |
Public Golf Properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 40,085 | 36,399 | 103,307 | 90,114 |
Private Golf Properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 13,827 | 12,420 | 43,877 | 42,596 |
Managed Golf Properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 17,881 | 16,238 | 49,998 | 47,506 |
Corporate golf properties | ||||
Disaggregation of Revenue | ||||
Total revenues | 197 | 0 | 588 | 0 |
Management contract reimbursements | ||||
Disaggregation of Revenue | ||||
Total revenues | $ 16,400 | $ 14,700 | $ 44,600 | $ 41,300 |
SEGMENT REPORTING (Narrative) (
SEGMENT REPORTING (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2022 property segment state | |
Segment Reporting Information | |
Number of reportable segments | segment | 3 |
Puttery venues located in The Colony, Texas; Charlotte, North Carolina and Washington, D.C. | |
Segment Reporting Information | |
Number of golf properties | 4 |
Entertainment Golf Segment | |
Segment Reporting Information | |
Number of golf properties | 8 |
Number of states in which properties owned | state | 4 |
Entertainment Golf Segment | Drive Shack Venues Located in located in Orlando, Florida; West Palm Beach, Florida; Raleigh, North Carolina; and Richmond, Virginia | |
Segment Reporting Information | |
Number of golf properties | 4 |
Number of states in which properties owned | state | 3 |
Traditional Golf | |
Segment Reporting Information | |
Number of golf properties | 53 |
Number of states in which properties owned | state | 9 |
SEGMENT REPORTING (Segment Repo
SEGMENT REPORTING (Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenues [Abstract] | |||||||||
Total revenues | $ 88,674 | $ 76,366 | $ 244,344 | $ 211,337 | |||||
Operating costs | |||||||||
Operating expenses | 70,026 | 60,729 | 190,638 | 165,234 | |||||
Cost of sales - food and beverages | 4,985 | 3,696 | 14,134 | 8,951 | |||||
General and administrative expense | 8,572 | 9,225 | 29,190 | 24,864 | |||||
General and administrative expense - acquisition and transaction expenses | 460 | 833 | |||||||
Depreciation and amortization | 6,819 | 5,823 | 19,144 | 17,852 | |||||
Pre-opening costs | 2,145 | 2,030 | 4,830 | 3,375 | |||||
(Gain) loss on lease terminations and impairment | 1,318 | 324 | 16,350 | 2,972 | |||||
Total operating costs | 93,865 | 82,287 | 274,286 | 224,081 | |||||
Operating income (loss) | (5,191) | (5,921) | (29,942) | (12,744) | |||||
Other income (expenses) | |||||||||
Interest and investment income | 220 | 190 | 636 | 502 | |||||
Interest expense | (2,608) | (2,623) | (8,802) | (8,042) | |||||
Capitalized interest | (3) | 78 | |||||||
Other income (loss), net | 920 | 107 | 4,559 | 29 | |||||
Total other income (expenses) | (1,468) | (2,329) | (3,607) | (7,433) | |||||
Income tax expense | 472 | 616 | 2,061 | 1,562 | |||||
Net income (loss) | (7,131) | $ (9,567) | $ (18,913) | (8,866) | $ (1,969) | $ (10,904) | (35,610) | (21,739) | |
Less: net income (loss) attributable to NCI | 21 | (15) | (60) | (15) | |||||
Net loss attributable to the company | (7,152) | (8,851) | (35,550) | (21,724) | |||||
Preferred dividends | (1,395) | (1,395) | (4,185) | (4,185) | |||||
Net income (loss) applicable to common stockholders | (8,547) | (10,246) | (39,735) | (25,909) | |||||
Total assets | 455,691 | 484,476 | 455,691 | 484,476 | $ 482,790 | ||||
Total liabilities | 468,355 | 443,661 | 468,355 | 443,661 | 452,935 | ||||
Preferred stock | 61,583 | 61,583 | 61,583 | 61,583 | 61,583 | ||||
Noncontrolling interest | 2,769 | 1,026 | 2,769 | 1,026 | $ 1,456 | ||||
Equity (loss) attributable to common stockholders | (77,016) | (21,794) | (77,016) | (21,794) | |||||
Additions to property and equipment (including finance leases) | 11,210 | 23,662 | |||||||
Severance expenses | 400 | 100 | 800 | 200 | |||||
Accretion of membership deposit liabilities | 2,400 | 2,000 | 7,300 | 6,200 | |||||
Golf operations | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | 70,872 | 62,257 | 193,732 | 177,170 | |||||
Sales of food and beverages | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | 17,802 | 14,109 | 50,612 | 34,167 | |||||
Operating Segments | Entertainment Golf | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | 16,684 | 11,309 | 46,574 | 31,121 | |||||
Operating costs | |||||||||
Operating expenses | 10,183 | 6,718 | 26,968 | 17,397 | |||||
Cost of sales - food and beverages | 1,916 | 1,453 | 6,360 | 3,982 | |||||
General and administrative expense | 815 | 3,697 | 5,615 | 8,171 | |||||
General and administrative expense - acquisition and transaction expenses | 456 | 824 | |||||||
Depreciation and amortization | 3,779 | 3,038 | 10,621 | 8,942 | |||||
Pre-opening costs | 2,145 | 2,030 | 4,830 | 3,374 | |||||
(Gain) loss on lease terminations and impairment | 318 | 0 | 15,366 | 22 | |||||
Total operating costs | 19,156 | 17,392 | 69,760 | 42,712 | |||||
Operating income (loss) | (2,472) | (6,083) | (23,186) | (11,591) | |||||
Other income (expenses) | |||||||||
Interest and investment income | 4 | 0 | 7 | 0 | |||||
Interest expense | (46) | (71) | (156) | (230) | |||||
Capitalized interest | (24) | (24) | |||||||
Other income (loss), net | (397) | 3 | (413) | 3 | |||||
Total other income (expenses) | (439) | (92) | (562) | (251) | |||||
Income tax expense | 23 | 0 | 63 | 0 | |||||
Net income (loss) | (2,934) | (6,175) | (23,811) | (11,842) | |||||
Less: net income (loss) attributable to NCI | 0 | (15) | 0 | (15) | |||||
Net loss attributable to the company | (2,934) | (6,160) | (23,811) | (11,827) | |||||
Preferred dividends | 0 | 0 | 0 | 0 | |||||
Net income (loss) applicable to common stockholders | (2,934) | (6,160) | (23,811) | (11,827) | |||||
Total assets | 202,111 | 168,463 | 202,111 | 168,463 | |||||
Total liabilities | 76,290 | 51,128 | 76,290 | 51,128 | |||||
Preferred stock | 0 | 0 | 0 | 0 | |||||
Noncontrolling interest | 3,507 | 1,026 | 3,507 | 1,026 | |||||
Equity (loss) attributable to common stockholders | 122,314 | 116,309 | 122,314 | 116,309 | |||||
Additions to property and equipment (including finance leases) | 5,927 | 17,810 | |||||||
Operating Segments | Entertainment Golf | Golf operations | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | 9,067 | 5,239 | 22,892 | 13,976 | |||||
Operating Segments | Entertainment Golf | Sales of food and beverages | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | 7,617 | 6,070 | 23,682 | 17,145 | |||||
Operating Segments | Traditional Golf | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | 71,793 | 65,057 | 197,182 | 180,216 | |||||
Operating costs | |||||||||
Operating expenses | 59,752 | 53,998 | 163,535 | 147,822 | |||||
Cost of sales - food and beverages | 3,069 | 2,248 | 7,774 | 4,974 | |||||
General and administrative expense | 2,463 | 2,628 | 9,280 | 7,700 | |||||
General and administrative expense - acquisition and transaction expenses | 0 | 0 | |||||||
Depreciation and amortization | 2,916 | 2,851 | 8,189 | 8,854 | |||||
Pre-opening costs | 0 | 0 | 0 | 0 | |||||
(Gain) loss on lease terminations and impairment | 1,000 | 324 | 984 | (237) | |||||
Total operating costs | 69,200 | 62,049 | 189,762 | 169,113 | |||||
Operating income (loss) | 2,593 | 3,008 | 7,420 | 11,103 | |||||
Other income (expenses) | |||||||||
Interest and investment income | 11 | 19 | 52 | 55 | |||||
Interest expense | (2,549) | (2,229) | (7,876) | (6,848) | |||||
Capitalized interest | 9 | 37 | |||||||
Other income (loss), net | 481 | 60 | 4,071 | (115) | |||||
Total other income (expenses) | (2,057) | (2,141) | (3,753) | (6,871) | |||||
Income tax expense | 0 | 0 | 2 | 0 | |||||
Net income (loss) | 536 | 867 | 3,665 | 4,232 | |||||
Less: net income (loss) attributable to NCI | 0 | 0 | 0 | 0 | |||||
Net loss attributable to the company | 536 | 867 | 3,665 | 4,232 | |||||
Preferred dividends | 0 | 0 | 0 | 0 | |||||
Net income (loss) applicable to common stockholders | 536 | 867 | 3,665 | 4,232 | |||||
Total assets | 250,187 | 254,878 | 250,187 | 254,878 | |||||
Total liabilities | 326,093 | 329,173 | 326,093 | 329,173 | |||||
Preferred stock | 0 | 0 | 0 | 0 | |||||
Noncontrolling interest | 0 | 0 | 0 | 0 | |||||
Equity (loss) attributable to common stockholders | (75,906) | (74,295) | (75,906) | (74,295) | |||||
Additions to property and equipment (including finance leases) | 3,976 | 5,477 | |||||||
Operating Segments | Traditional Golf | Golf operations | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | 61,608 | 57,018 | 170,252 | 163,194 | |||||
Operating Segments | Traditional Golf | Sales of food and beverages | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | 10,185 | 8,039 | 26,930 | 17,022 | |||||
Operating Segments | Corporate | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | 197 | 0 | 588 | 0 | |||||
Operating costs | |||||||||
Operating expenses | 91 | 13 | 135 | 15 | |||||
Cost of sales - food and beverages | 0 | (5) | 0 | (5) | |||||
General and administrative expense | 5,294 | 2,900 | 14,295 | 8,993 | |||||
General and administrative expense - acquisition and transaction expenses | 4 | 9 | |||||||
Depreciation and amortization | 124 | (66) | 334 | 56 | |||||
Pre-opening costs | 0 | 0 | 0 | 1 | |||||
(Gain) loss on lease terminations and impairment | 0 | 0 | 0 | 3,187 | |||||
Total operating costs | 5,509 | 2,846 | 14,764 | 12,256 | |||||
Operating income (loss) | (5,312) | (2,846) | (14,176) | (12,256) | |||||
Other income (expenses) | |||||||||
Interest and investment income | 205 | 171 | 577 | 447 | |||||
Interest expense | (13) | (323) | (770) | (964) | |||||
Capitalized interest | 12 | 65 | |||||||
Other income (loss), net | 836 | 44 | 901 | 141 | |||||
Total other income (expenses) | 1,028 | (96) | 708 | (311) | |||||
Income tax expense | 449 | 616 | 1,996 | 1,562 | |||||
Net income (loss) | (4,733) | (3,558) | (15,464) | (14,129) | |||||
Less: net income (loss) attributable to NCI | 21 | 0 | (60) | 0 | |||||
Net loss attributable to the company | (4,754) | (3,558) | (15,404) | (14,129) | |||||
Preferred dividends | (1,395) | (1,395) | (4,185) | (4,185) | |||||
Net income (loss) applicable to common stockholders | (6,149) | (4,953) | (19,589) | (18,314) | |||||
Total assets | 3,393 | 61,135 | 3,393 | 61,135 | |||||
Total liabilities | 65,972 | 63,360 | 65,972 | 63,360 | |||||
Preferred stock | 61,583 | 61,583 | 61,583 | 61,583 | |||||
Noncontrolling interest | (738) | 0 | (738) | 0 | |||||
Equity (loss) attributable to common stockholders | (123,424) | (63,808) | (123,424) | (63,808) | |||||
Additions to property and equipment (including finance leases) | 1,307 | 375 | |||||||
Operating Segments | Corporate | Golf operations | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | 197 | 0 | 588 | 0 | |||||
Operating Segments | Corporate | Sales of food and beverages | |||||||||
Revenues [Abstract] | |||||||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT, NET O_3
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Total Property and Equipment | ||
Gross Carrying Amount | $ 287,346 | $ 270,082 |
Accumulated Depreciation | (101,221) | (90,822) |
Net Carrying Value | 186,125 | 179,260 |
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 | 169,236 | 155,086 |
Accumulated Depreciation | (52,390) | (46,399) |
Net Carrying Value | 116,846 | 108,687 |
Furniture, fixtures and equipment | ||
PP&E | ||
Gross Carrying Amount | 63,867 | 56,809 |
Accumulated Depreciation | (35,706) | (28,821) |
Net Carrying Value | 28,161 | 27,988 |
Finance leases - equipment | ||
Finance leases - equipment | ||
Gross Carrying Amount | 24,739 | 29,886 |
Accumulated Depreciation | (13,125) | (15,602) |
Net Carrying Value | 11,614 | 14,284 |
Construction in progress | ||
PP&E | ||
Gross Carrying Amount | 22,734 | 21,531 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | $ 22,734 | $ 21,531 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 USD ($) lease | Sep. 30, 2022 USD ($) renewal lease | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description | |||
Number of renewal options | renewal | 8 | ||
Renewal term (in years) | 5 years | 5 years | |
Operating lease right-of-use assets | $ 192,167 | $ 192,167 | $ 181,915 |
Entertainment Golf Venues Commenced During The Three Months June 2022 | |||
Lessee, Lease, Description | |||
Number of lease | lease | 2 | ||
Operating lease right-of-use assets | $ 5,400 | 5,400 | |
Lease liabilities, operating leases | 5,500 | $ 5,500 | |
Entertainment Golf Venues Commenced During The Six Months June 2022 | |||
Lessee, Lease, Description | |||
Number of lease | lease | 5 | ||
Operating lease right-of-use assets | 30,800 | $ 30,800 | |
Lease liabilities, operating leases | $ 32,000 | $ 32,000 | |
Upper Range | |||
Lessee, Lease, Description | |||
Operating lease term (in years) | 10 years | 10 years | |
Traditional Golf Properties and Related Facilities | Lower Range | |||
Lessee, Lease, Description | |||
Operating lease term (in years) | 10 years | 10 years | |
Traditional Golf Properties and Related Facilities | Upper Range | |||
Lessee, Lease, Description | |||
Operating lease term (in years) | 20 years | 20 years |
INTANGIBLES, NET OF ACCUMULAT_3
INTANGIBLES, NET OF ACCUMULATED AMORTIZATION (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Net Carrying Value | ||
Accumulated Amortization | $ (23,306) | $ (21,594) |
Total Intangibles, Gross Carrying Amount | 35,963 | 35,024 |
Total Intangibles, Net Carrying Value | 12,657 | 13,430 |
Non-amortizable liquor licenses | ||
Net Carrying Value | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 1,465 | 961 |
Trade name | ||
Net Carrying Value | ||
Gross Carrying Amount | 721 | 721 |
Accumulated Amortization | (204) | (187) |
Net Carrying Value | 517 | 534 |
Management contracts | ||
Net Carrying Value | ||
Gross Carrying Amount | 28,488 | 28,913 |
Accumulated Amortization | (18,755) | (17,960) |
Net Carrying Value | 9,733 | 10,953 |
Internally-developed software | ||
Net Carrying Value | ||
Gross Carrying Amount | 1,277 | 417 |
Accumulated Amortization | (1,001) | (143) |
Net Carrying Value | 276 | 274 |
Membership base | ||
Net Carrying Value | ||
Gross Carrying Amount | 4,012 | 4,012 |
Accumulated Amortization | (3,346) | (3,304) |
Net Carrying Value | $ 666 | $ 708 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument | ||
Less current portion of obligations under finance leases | $ 4,847 | $ 5,400 |
Total debt obligations | ||
Debt Instrument | ||
Outstanding Face Amount | 62,624 | 65,479 |
Carrying Value | $ 62,789 | 65,649 |
Weighted Average Funding Cost | 5.15% | |
Weighted Average Life (Years) | 8 years 10 months 24 days | |
Face Amount of Floating Rate Debt | $ 51,004 | |
Credit Facilities and Finance Leases | ||
Debt Instrument | ||
Outstanding Face Amount | 11,620 | 14,475 |
Carrying Value | $ 11,620 | 14,475 |
Weighted Average Funding Cost | 5.73% | |
Weighted Average Life (Years) | 3 years 7 months 6 days | |
Face Amount of Floating Rate Debt | $ 0 | |
Vineyard II | ||
Debt Instrument | ||
Outstanding Face Amount | 200 | 200 |
Carrying Value | $ 200 | 200 |
Weighted Average Coupon | 1.79% | |
Weighted Average Funding Cost | 5.03% | |
Weighted Average Life (Years) | 21 years 2 months 12 days | |
Face Amount of Floating Rate Debt | $ 0 | |
Finance leases (Equipment) | ||
Debt Instrument | ||
Outstanding Face Amount | 11,420 | 14,275 |
Carrying Value | $ 11,420 | 14,275 |
Weighted Average Funding Cost | 5.69% | |
Weighted Average Life (Years) | 3 years 3 months 18 days | |
Face Amount of Floating Rate Debt | $ 0 | |
Finance leases (Equipment) | Lower Range | ||
Debt Instrument | ||
Weighted Average Coupon | 3.95% | |
Finance leases (Equipment) | Upper Range | ||
Debt Instrument | ||
Weighted Average Coupon | 8.65% | |
Less current portion of obligations under finance leases | ||
Debt Instrument | ||
Outstanding Face Amount | $ 4,847 | 5,400 |
Less current portion of obligations under finance leases | 4,847 | 5,400 |
Credit facilities and obligations under finance leases - noncurrent | ||
Debt Instrument | ||
Outstanding Face Amount | 6,773 | 9,075 |
Credit facilities and obligations under finance leases - noncurrent | 6,773 | 9,075 |
Junior subordinated notes payable | ||
Debt Instrument | ||
Outstanding Face Amount | 51,004 | 51,004 |
Carrying Value | $ 51,169 | $ 51,174 |
Weighted Average Funding Cost | 5.03% | |
Weighted Average Life (Years) | 10 years 1 month 2 days | |
Face Amount of Floating Rate Debt | $ 51,004 | |
Junior subordinated notes payable | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument | ||
Weighted Average Coupon | 2.25% |
REAL ESTATE SECURITIES (Real Es
REAL ESTATE SECURITIES (Real Estate Securities Holdings) (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) security | Dec. 31, 2021 USD ($) security | |
Debt Securities, Available-for-sale | ||
Carrying Value | $ 2,041 | $ 3,486 |
Weighted average life (in years) | 7 years | |
Securities in an unrealized loss position | security | 1 | |
ABS - Non-Agency RMBS | ||
Debt Securities, Available-for-sale | ||
Outstanding Face Amount | $ 4,000 | 4,000 |
Other-Than- Temporary Impairment | (1,521) | (1,521) |
(Discount) Premium | 396 | (156) |
After Impairment and (Discount) Premium | 2,875 | 2,323 |
Gains | 0 | 1,163 |
Losses | (834) | 0 |
Carrying Value | $ 2,041 | $ 3,486 |
Number of Securities | security | 1 | 1 |
Coupon | 3.03% | 0.68% |
Yield | 29.16% | 29.16% |
Weighted average life (in years) | 29 days | 1 year 7 months 6 days |
Weighted Average Principal Subordination (as percent) | 81.50% | 67.40% |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Carrying Values and Estimated Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 11,655 | $ 58,286 |
Carrying Value | ||
Assets | ||
Real estate securities, available-for-sale | 2,041 | 3,486 |
Cash and cash equivalents | 11,655 | |
Restricted cash, current and noncurrent | 4,564 | 4,278 |
Liabilities | ||
Junior subordinated notes payable | 51,169 | 51,174 |
Estimated Fair Value | ||
Assets | ||
Real estate securities, available-for-sale | 2,041 | 3,486 |
Cash and cash equivalents | 11,655 | 58,286 |
Restricted cash, current and noncurrent | 4,564 | 4,278 |
Liabilities | ||
Junior subordinated notes payable | $ 35,307 | $ 27,625 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Significant Unobservable Inputs) (Details) - ABS - Non-Agency RMBS $ in Thousands | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Amortized Cost Basis | $ 2,875 | $ 2,323 |
ABS - Non-Agency RMBS | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Fair Value | $ 2,041 | |
ABS - Non-Agency RMBS | Discount Rate | Weighted Average Significant Input | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Weighted Average Significant Input | 0.120 | |
ABS - Non-Agency RMBS | Prepayment Speed | Weighted Average Significant Input | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Weighted Average Significant Input | 0.075 | |
ABS - Non-Agency RMBS | Cumulative Default Rate | Weighted Average Significant Input | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Weighted Average Significant Input | 0.026 | |
ABS - Non-Agency RMBS | Loss Severity | Weighted Average Significant Input | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Weighted Average Significant Input | 0.550 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS (Change in Fair Value of Level 3 Investments) (Details) - Level 3 - Measured on a Recurring Basis - ABS - Non-Agency RMBS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Beginning balance | $ 3,486,000 | |
Total gains (losses) | ||
Included in other comprehensive income (loss) | (1,997,000) | |
Amortization included in interest income | 566,000 | |
Purchases, sales and repayments | $ (14,000) | |
Ending balance | 2,041,000 | |
Sales | 0 | |
Purchases | 0 | |
Transfers into or out of Level 3 | $ 0 |
EQUITY AND EARNINGS PER SHARE_2
EQUITY AND EARNINGS PER SHARE (Schedule of EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator for basic and diluted earnings per share: | ||||
Loss from continuing operations after preferred dividends | $ (8,547) | $ (10,246) | $ (39,735) | $ (25,909) |
Loss applicable to common stockholders, Basic | (8,547) | (10,246) | (39,735) | (25,909) |
Loss applicable to common stockholders, diluted | $ (8,547) | $ (10,246) | $ (39,735) | $ (25,909) |
Denominator: | ||||
Denominator for basic earnings per share - weighted average shares (in shares) | 92,385,019 | 92,085,846 | 92,339,823 | 88,938,344 |
Effect of dilutive securities | ||||
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 92,385,019 | 92,085,846 | 92,339,823 | 88,938,344 |
Basic earnings per share: | ||||
Loss from continuing operations per share of common stock after preferred dividends (in usd per share) | $ (0.09) | $ (0.11) | $ (0.43) | $ (0.29) |
Loss Applicable to Common Stock, per share (in usd per share) | (0.09) | (0.11) | (0.43) | (0.29) |
Diluted earnings per share: | ||||
Loss from continuing operations per share of common stock after preferred dividends (in usd per share) | (0.09) | (0.11) | (0.43) | (0.29) |
Loss Applicable to Common Stock, per share (in usd per share) | $ (0.09) | $ (0.11) | $ (0.43) | $ (0.29) |
Options | ||||
Effect of dilutive securities | ||||
Options (in shares) | 0 | 0 | 0 | 0 |
RSUs | ||||
Effect of dilutive securities | ||||
Options (in shares) | 0 | 0 | 0 | 0 |
EQUITY AND EARNINGS PER SHARE_3
EQUITY AND EARNINGS PER SHARE (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 07, 2022 | Oct. 31, 2022 | Aug. 01, 2022 | May 02, 2022 | Jan. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 12, 2021 | |
Class of Stock | |||||||||||
Dividends paid | $ 1.4 | $ 1.4 | $ 1.4 | ||||||||
Preferred dividends in arrears | $ 5.6 | ||||||||||
Subsequent event | |||||||||||
Class of Stock | |||||||||||
Dividends paid | $ 1.4 | ||||||||||
Symphony Ventures | |||||||||||
Class of Stock | |||||||||||
Total commitment | $ 10 | ||||||||||
SLP | |||||||||||
Class of Stock | |||||||||||
Majority ownership percentage (as percent) | 90% | ||||||||||
SLP | Symphony Ventures | |||||||||||
Class of Stock | |||||||||||
Minority interest percentage (as percent) | 10% | ||||||||||
Series B Cumulative Redeemable Preferred Stock | |||||||||||
Class of Stock | |||||||||||
Dividends declared per share of preferred stock (in usd per share) | $ 0.609375 | $ 0.609375 | $ 0.609375 | ||||||||
Preferred stock, dividend rate (as percent) | 9.75% | 9.75% | 9.75% | 9.75% | 9.75% | ||||||
Series B Cumulative Redeemable Preferred Stock | Subsequent event | |||||||||||
Class of Stock | |||||||||||
Dividends declared per share of preferred stock (in usd per share) | $ 0.609375 | $ 0.609375 | |||||||||
Preferred stock, dividend rate (as percent) | 9.75% | 9.75% | |||||||||
Series C Cumulative Redeemable Preferred Stock | |||||||||||
Class of Stock | |||||||||||
Dividends declared per share of preferred stock (in usd per share) | $ 0.503125 | $ 0.503125 | $ 0.503125 | ||||||||
Preferred stock, dividend rate (as percent) | 8.05% | 8.05% | 8.05% | 8.05% | 8.05% | ||||||
Series C Cumulative Redeemable Preferred Stock | Subsequent event | |||||||||||
Class of Stock | |||||||||||
Dividends declared per share of preferred stock (in usd per share) | $ 0.503125 | $ 0.503125 | |||||||||
Preferred stock, dividend rate (as percent) | 8.05% | 8.05% | |||||||||
Series D Cumulative Redeemable Preferred Stock | |||||||||||
Class of Stock | |||||||||||
Dividends declared per share of preferred stock (in usd per share) | $ 0.523438 | $ 0.523438 | $ 0.523438 | ||||||||
Preferred stock, dividend rate (as percent) | 8.375% | 8.375% | 8.375% | 8.375% | 8.375% | ||||||
Series D Cumulative Redeemable Preferred Stock | Subsequent event | |||||||||||
Class of Stock | |||||||||||
Dividends declared per share of preferred stock (in usd per share) | $ 0.523438 | $ 0.523438 | |||||||||
Preferred stock, dividend rate (as percent) | 8.375% | 8.375% | |||||||||
Employee | |||||||||||
Class of Stock | |||||||||||
Stock-based compensation expense | $ (0.6) | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Class of Stock | |||||||||||
Options (in shares) | 0 | 0 | 0 | 0 | |||||||
Stock-based compensation expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.3 | |||||||
Unrecognized stock-based compensation expense | $ 0 | $ 0 | |||||||||
Unrecognized stock-based compensation expense, period for recognition | 2 months 12 days | ||||||||||
Granted (in shares) | 0 | ||||||||||
Shares issued upon vesting (in shares) | 23,605 | ||||||||||
Restricted Stock Units (RSUs) | Scenario, Adjustment | |||||||||||
Class of Stock | |||||||||||
Stock-based compensation expense | $ (0.3) | ||||||||||
Restricted Stock Units (RSUs) | Employee | |||||||||||
Class of Stock | |||||||||||
Shares issued upon vesting (in shares) | 23,605 | ||||||||||
Non option granted (in shares) | 0 | ||||||||||
Restricted Stock Units (RSUs) | Nonemployee | |||||||||||
Class of Stock | |||||||||||
Vesting period | 1 year | ||||||||||
Shares issued upon vesting (in shares) | 87,757 | ||||||||||
Stock options | |||||||||||
Class of Stock | |||||||||||
Options (in shares) | 0 | 0 | 0 | 0 | |||||||
Stock-based compensation expense | $ 0.1 | $ 0.2 | $ 0.2 | $ 0.6 | |||||||
Unrecognized stock-based compensation expense | $ 0.1 | $ 0.1 | |||||||||
Unrecognized stock-based compensation expense, period for recognition | 9 months 18 days | ||||||||||
Common stock equivalents | Restricted Stock Units (RSUs) | |||||||||||
Class of Stock | |||||||||||
Options (in shares) | 96,172 | 329,724 | 82,685 | 584,360 |
EQUITY AND EARNINGS PER SHARE_4
EQUITY AND EARNINGS PER SHARE (Changes in Outstanding Options) (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Options | |
Beginning Balance (in shares) | shares | 3,582,548 |
Expired (in shares) | shares | (105,118) |
Ending Balance (in shares) | shares | 3,477,430 |
Exercisable, Number of Options (in shares) | shares | 3,061,926 |
Weighted Average Strike Price | |
Beginning Balance (in usd per share) | $ / shares | $ 3.17 |
Expired (in usd per shares) | $ / shares | 1 |
Ending Balance (in usd per share) | $ / shares | 3.23 |
Exercisable, Weighted Average Strike Price (in usd per share) | $ / shares | $ 3.16 |
Weighted Average Life Remaining (in years) | |
Outstanding | 10 months 24 days |
Exercisable | 9 months 18 days |
EQUITY AND EARNINGS PER SHARE_5
EQUITY AND EARNINGS PER SHARE (Outstanding Options Summary) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2018 | Feb. 28, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock options outstanding (in shares) | 3,477,430 | 3,477,430 | ||||
Expired (in shares) | 105,118 | |||||
Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Shares granted (in shares) | 1,152,495 | 1,152,495 | ||||
Stock-based compensation expense | $ (0.6) | |||||
Held by a former Manager | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock options outstanding (in shares) | 3,061,926 | 3,061,926 | ||||
Granted to the former Manager and subsequently transferred to certain Manager’s employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock options outstanding (in shares) | 415,504 | 415,504 | ||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock-based compensation expense | $ 0.1 | $ 0.2 | $ 0.2 | $ 0.6 | ||
Stock options | Held by a former Manager | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Vesting period | 1 year | 1 year |
EQUITY AND EARNINGS PER SHARE_6
EQUITY AND EARNINGS PER SHARE (Summary of RSUs) (Details) - RSUs | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 193,190 |
Vested (in shares) | shares | (23,605) |
Forfeited (in shares) | shares | (8,047) |
Ending balance (in shares) | shares | 161,538 |
Weighted Average Grant Date Fair Value (per unit) | |
Beginning balance (in usd per share) | $ / shares | $ 2.20 |
Vested (in usd per share) | $ / shares | 4.66 |
Forfeited (in usd per share) | $ / shares | 4.66 |
Ending balance (in usd per share) | $ / shares | $ 1.71 |
TRANSACTIONS WITH AFFILIATES _2
TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES (Details) | Sep. 30, 2022 shares |
Related Party Transaction | |
Exercisable options (in shares) | 3,061,926 |
Affiliated Entity | |
Related Party Transaction | |
Number of shares owned by related party (in shares) | 9,000,000 |
Exercisable options (in shares) | 3,100,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) lease | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) | |
Loss Contingencies | |||
Number of property leases | lease | 4 | ||
Written notice period to cancel lease | 30 days | ||
Fee deposit | $ 10,748 | $ 10,005 | |
Deposit refundable period (in years) | 30 years | 30 years | |
Refunded customer deposits | $ 500 | ||
Restricted cash | 4,348 | $ 3,480 | |
Operating lease not yet commenced | 54,100 | ||
Preferred dividends in arrears | $ 5,600 | ||
Lower Range | |||
Loss Contingencies | |||
Operating lease commences | 12 months | ||
Upper Range | |||
Loss Contingencies | |||
Operating lease term (in years) | 10 years | ||
Trusts | |||
Loss Contingencies | |||
Fee deposit | $ 181,900 | ||
Fee deposit undiscounted | $ 115,000 | ||
Traditional Golf | |||
Loss Contingencies | |||
Membership deposit term | 30 years | ||
Fee deposit | $ 248,100 | ||
Surety Bond | |||
Loss Contingencies | |||
Regulatory bonds outstanding | $ 300 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision | $ 472 | $ 616 | $ 2,061 | $ 1,562 | |
Unrecognized tax benefits | $ 800 | $ 800 | $ 600 |
IMPAIRMENT - Summary of impairm
IMPAIRMENT - Summary of impairment and other losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment | ||||
(Gain) loss on lease terminations | $ 10 | $ 324 | $ 2,205 | $ (652) |
Impairment on traditional golf properties (held-for-sale) | 0 | 0 | 0 | 0 |
Other (gains) loss | 0 | 0 | 0 | 321 |
Total loss on impairment | 1,318 | 324 | 16,350 | 2,972 |
Corporate | ||||
Property, Plant and Equipment | ||||
Impairment on traditional golf properties (held-for-sale) | 0 | 0 | 0 | 3,303 |
Traditional Golf | ||||
Property, Plant and Equipment | ||||
Impairment on traditional golf properties (held-for-sale) | 985 | 0 | 967 | 0 |
Entertainment Golf Segment | ||||
Property, Plant and Equipment | ||||
Impairment on traditional golf properties (held-for-sale) | $ 323 | $ 0 | $ 13,178 | $ 0 |
IMPAIRMENT - Additional Informa
IMPAIRMENT - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment | ||||
Loss on lease terminations | $ 10 | $ 324 | $ 2,205 | $ (652) |
Puttery Location In Philadelphia | ||||
Property, Plant and Equipment | ||||
Loss on corporate office assets (held-for-use) | $ 300 | |||
Puttery Venues In Charlotte, North Carolina, Miami, Florida And Washington, DC. | ||||
Property, Plant and Equipment | ||||
Loss on corporate office assets (held-for-use) | 1,600 | |||
Former Headquarters In New York | ||||
Property, Plant and Equipment | ||||
Impairment of right of use asset | 3,300 | |||
Dyker Beach Location | ||||
Property, Plant and Equipment | ||||
Loss on corporate office assets (held-for-use) | 1,000 | |||
Construction in progress | ||||
Property, Plant and Equipment | ||||
Loss on corporate office assets (held-for-use) | $ 11,300 | |||
Leasehold Improvements | ||||
Property, Plant and Equipment | ||||
Loss on corporate office assets (held-for-use) | 300 | |||
Furniture Fixtures and Equipment | ||||
Property, Plant and Equipment | ||||
Loss on corporate office assets (held-for-use) | 600 | |||
Right-of-Use Asset | ||||
Property, Plant and Equipment | ||||
Loss on corporate office assets (held-for-use) | $ 2,300 |