UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________ to _______________ 
Commission File Number: 001-31458 
Drive Shack Inc.
(Exact name of registrant as specified in its charter)
Maryland
 
81-0559116
(State or other jurisdiction of incorporation
 
(I.R.S. Employer Identification No.)
or organization)
 
 
218 W. 18th Street, 3rd Floor, New York, NY
 
10011
(Address of principal executive offices)
 
(Zip Code)
(646) 585-5591
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
DS
New York Stock Exchange (NYSE)
9.75% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share
DS-PB
New York Stock Exchange (NYSE)
8.05% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share
DS-PC
New York Stock Exchange (NYSE)
8.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share
DS-PD
New York Stock Exchange (NYSE)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
S Yes   £ No 



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer £ Accelerated filer S Non-accelerated filer £
Smaller reporting company £ Emerging growth company £
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes £ No S
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date.
Common stock, $0.01 par value per share: 67,056,036 shares outstanding as of November 4, 2019.



CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among other things, our operating performance, the performance of our investments, the stability of our earnings, and our financing needs. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “forecast,” “predict,” “continue” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. Our ability to predict results or the actual outcome of future plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from forecasted results. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

the ability to retain and attract members and guests to our properties;
changes in global, national and local economic conditions, including, but not limited to, changes in consumer spending patterns, a prolonged economic slowdown and a downturn in the real estate market;
effects of unusual weather patterns and extreme weather events, geographical concentrations with respect to our operations and seasonality of our business;
competition within the industries in which we operate or may pursue additional investments, including competition for sites for our Entertainment Golf venues;
material increases in our expenses, including, but not limited to, unanticipated labor issues, rent or costs with respect to our workforce, and costs of goods, utilities and supplies;
our inability to sell or exit certain properties and unforeseen changes to our ability to develop, redevelop or renovate certain properties;
our ability to further invest in our business and implement our strategies;
difficulty monetizing our real estate debt investments;
liabilities with respect to inadequate insurance coverage, accidents or injuries on our properties, adverse litigation judgments or settlements, or membership deposits;
changes to and failure to comply with relevant regulations and legislation, including in order to maintain certain licenses and permits, and environmental regulations in connection with our operations;
inability to execute on our growth and development strategy by successfully developing, opening and operating new venues;
impacts of any failure of our information technology and cybersecurity systems;
the impact of any current or further legal proceedings and regulatory investigations and inquiries; and
other risks detailed from time to time below, particularly in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and in our subsequent filings with the Securities and Exchange Commission, which we refer to as the SEC in this Quarterly Report on Form 10-Q.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The factors noted above could cause our actual results to differ significantly from those contained in any forward-looking statement.

Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our management’s views only as of the date of this report. We are under no duty to update any of the forward-looking statements after the date of this report to conform these statements to actual results.



SPECIAL NOTE REGARDING EXHIBITS
 
In reviewing the agreements included as exhibits to this Quarterly Report on Form 10-Q, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about Drive Shack Inc. (the “Company” or the “Registrant”) or the other parties to the agreements.  The agreements contain representations and warranties by each of the parties to the applicable agreement.  These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
 
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.  Additional information about the Company may be found elsewhere in this Quarterly Report on Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
 
The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.
 





DRIVE SHACK INC.  
FORM 10-Q
 
INDEX
 
 
PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




PART I.   FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
 
(unaudited)
 
 
 
September 30, 2019
 
December 31, 2018
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
24,816

 
$
79,235

Restricted cash
3,163

 
3,326

Accounts receivable, net
5,243

 
7,518

Real estate assets, held-for-sale, net
27,833

 
75,862

Real estate securities, available-for-sale
2,914

 
2,953

Other current assets
18,615

 
20,505

Total current assets
82,584

 
189,399

Restricted cash, noncurrent
931

 
258

Property and equipment, net of accumulated depreciation
185,737

 
132,605

Operating lease right-of-use assets
220,197

 

Intangibles, net of accumulated amortization
18,208

 
48,388

Other investments
23,648

 
22,613

Other assets
4,601

 
8,684

Total assets
$
535,906

 
$
401,947

 
 
 
 
Liabilities and Equity
 
 
 
Current liabilities
 
 
 
Obligations under finance leases
$
6,222

 
$
5,489

Membership deposit liabilities
10,766

 
8,861

Accounts payable and accrued expenses
38,032

 
45,284

Deferred revenue
7,627

 
18,793

Real estate liabilities, held-for-sale
21

 
2,947

Other current liabilities
28,697

 
22,285

Total current liabilities
91,365

 
103,659

Credit facilities and obligations under finance leases - noncurrent
14,397

 
10,489

Operating lease liabilities - noncurrent
191,442

 

Junior subordinated notes payable
51,194

 
51,200

Membership deposit liabilities, noncurrent
93,988

 
90,684

Deferred revenue, noncurrent
6,170

 
6,016

Other liabilities
3,694

 
5,232

Total liabilities
$
452,250

 
$
267,280

 
 
 
 
Commitments and contingencies


 


 
 
 
 
Equity
 
 
 
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 1,347,321 shares of 9.75% Series B Cumulative Redeemable Preferred Stock, 496,000 shares of 8.05% Series C Cumulative Redeemable Preferred Stock, and 620,000 shares of 8.375% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, issued and outstanding as of September 30, 2019 and December 31, 2018
$
61,583

 
$
61,583

Common stock, $0.01 par value, 1,000,000,000 shares authorized, 67,050,556 and 67,027,104 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively
670

 
670

Additional paid-in capital
3,178,655

 
3,175,843

Accumulated deficit
(3,158,901
)
 
(3,105,307
)
Accumulated other comprehensive income
1,649

 
1,878

Total equity
$
83,656

 
$
134,667

 
 
 
 
Total liabilities and equity
$
535,906

 
$
401,947


See notes to Consolidated Financial Statements.

1



DRIVE SHACK INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(dollars in thousands, except share data)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Revenues
 

 
 

 
 

 
 

Golf operations
$
60,797

 
$
68,928

 
$
162,889

 
$
191,632

Sales of food and beverages
13,885

 
18,491

 
37,360

 
53,451

Total revenues
74,682

 
87,419

 
200,249

 
245,083

 
 
 
 
 
 
 
 
Operating costs
 
 
 
 
 
 
 
Operating expenses
63,454

 
70,330

 
169,897

 
194,751

Cost of sales - food and beverages
3,856

 
5,180

 
10,458

 
15,413

General and administrative expense
12,755

 
10,149

 
37,981

 
29,611

Depreciation and amortization
5,723

 
4,495

 
15,769

 
14,358

Pre-opening costs
4,350

 
245

 
7,229

 
2,048

Impairment and other losses
1,872

 
4,172

 
6,077

 
5,645

Realized and unrealized (gain) loss on investments

 
48

 

 
(283
)
Total operating costs
92,010

 
94,619

 
247,411

 
261,543

Operating loss
(17,328
)
 
(7,200
)
 
(47,162
)
 
(16,460
)
 
 
 
 
 
 
 
 
Other income (expenses)
 
 
 
 
 
 
 
Interest and investment income
191

 
467

 
799

 
1,382

Interest expense, net
(2,061
)
 
(4,290
)
 
(6,008
)
 
(12,940
)
Other income (loss), net
7,341

 
(3,052
)
 
12,955

 
(7,157
)
Total other income (expenses)
5,471

 
(6,875
)
 
7,746

 
(18,715
)
Loss before income tax
(11,857
)
 
(14,075
)
 
(39,416
)
 
(35,175
)
Income tax expense
162

 

 
162

 

Net Loss
(12,019
)
 
(14,075
)
 
(39,578
)
 
(35,175
)
Preferred dividends
(1,395
)
 
(1,395
)
 
(4,185
)
 
(4,185
)
Loss Applicable to Common Stockholders
$
(13,414
)
 
$
(15,470
)
 
$
(43,763
)
 
$
(39,360
)
 
 
 
 
 
 
 
 
Loss Applicable to Common Stock, per share
 

 
 

 
 

 
 

Basic
$
(0.20
)
 
$
(0.23
)
 
$
(0.65
)
 
$
(0.59
)
Diluted
$
(0.20
)
 
$
(0.23
)
 
$
(0.65
)
 
$
(0.59
)
 
 
 
 
 
 
 
 
Weighted Average Number of Shares of Common Stock Outstanding
 

 
 

 
 

 
 

Basic
67,040,692

 
66,992,322

 
67,032,519

 
66,982,233

Diluted
67,040,692

 
66,992,322

 
67,032,519

 
66,982,233


See notes to Consolidated Financial Statements.

2



DRIVE SHACK INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)
(dollars in thousands, except share data)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Net loss
$
(12,019
)
 
$
(14,075
)
 
$
(39,578
)
 
$
(35,175
)
Other comprehensive income (loss):
 

 
 

 
 

 
 

Net unrealized (loss) gain on available-for-sale securities
(229
)
 
738

 
(229
)
 
801

Other comprehensive (loss) income
(229
)
 
738

 
(229
)
 
801

Total comprehensive loss
$
(12,248
)
 
$
(13,337
)
 
$
(39,807
)
 
$
(34,374
)
Comprehensive loss attributable to Drive Shack Inc. stockholders’ equity
$
(12,248
)
 
$
(13,337
)
 
$
(39,807
)
 
$
(34,374
)
  
See notes to Consolidated Financial Statements.

3



DRIVE SHACK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(dollars in thousands, except share data)

 
Drive Shack Inc. Stockholders
 
Preferred Stock
 
Common Stock
 

 

 

 

 
Shares
 
Amount
 
Shares
 
Amount
 
Additional Paid-
in Capital
 
Accumulated
Deficit
 
Accumulated Other Comp.
Income
 
Total Equity (Deficit)
Equity (deficit) - December 31, 2018
2,463,321

 
$
61,583

 
67,027,104

 
$
670

 
$
3,175,843

 
$
(3,105,307
)
 
$
1,878

 
$
134,667

Dividends declared

 

 

 

 

 
(1,395
)
 

 
(1,395
)
Stock-based compensation

 

 

 

 
1,222

 

 

 
1,222

Adoption of ASC 842

 

 

 

 

 
(9,831
)
 
 
 
(9,831
)
Comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss

 

 

 

 

 
(14,600
)
 

 
(14,600
)
Other comprehensive income

 

 

 

 

 

 

 

Total comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(14,600
)
Equity (deficit) - March 31, 2019
2,463,321

 
$
61,583

 
67,027,104

 
$
670

 
$
3,177,065

 
$
(3,131,133
)
 
$
1,878

 
$
110,063

Dividends declared

 

 

 

 

 
(1,395
)
 

 
(1,395
)
Stock-based compensation

 

 

 

 
1,384

 

 

 
1,384

Purchase of common stock (directors)

 

 
6,000

 

 
29

 

 

 
29

Comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss

 

 

 

 

 
(12,959
)
 

 
(12,959
)
Other comprehensive income

 

 

 

 

 

 

 

Total comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
(12,959
)
Equity (deficit) - June 30, 2019
2,463,321

 
$
61,583

 
67,033,104

 
$
670

 
$
3,178,478

 
$
(3,145,487
)
 
$
1,878

 
$
97,122

Dividends declared

 

 

 

 

 
(1,395
)
 

 
(1,395
)
Stock-based compensation

 

 

 

 
177

 

 

 
177

Shares issued from restricted stock units (directors)

 

 
17,452

 

 

 

 

 

Comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss

 

 

 

 

 
(12,019
)
 

 
(12,019
)
Other comprehensive loss

 

 

 

 

 

 
(229
)
 
(229
)
Total comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(12,248
)
Equity (deficit) - September 30, 2019
2,463,321

 
$
61,583

 
67,050,556

 
$
670

 
$
3,178,655

 
$
(3,158,901
)
 
$
1,649

 
$
83,656


Continued on next page.

4



DRIVE SHACK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(dollars in thousands, except share data)

 
Drive Shack Inc. Stockholders
 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Additional Paid-
in Capital
 
Accumulated
Deficit
 
Accumulated Other Comp.
Income
 
Total Equity (Deficit)
Equity (deficit) - December 31, 2017
2,463,321

 
$
61,583

 
66,977,104

 
$
670

 
$
3,173,281

 
$
(3,065,853
)
 
$
1,370

 
$
171,051

Dividends declared

 

 

 

 

 
(1,395
)
 

 
(1,395
)
Stock-based compensation

 

 

 

 
278

 

 

 
278

Adoption of ASC 606

 

 

 

 

 
4,809

 

 
4,809

Comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss

 

 

 

 

 
(16,297
)
 

 
(16,297
)
Other comprehensive income

 

 

 

 

 

 
33

 
33

Total comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(16,264
)
Equity (deficit) - March 31, 2018
2,463,321

 
$
61,583

 
66,977,104

 
$
670

 
$
3,173,559

 
$
(3,078,736
)
 
$
1,403

 
$
158,479

Dividends declared

 

 

 

 

 
(1,395
)
 

 
(1,395
)
Stock-based compensation

 

 

 

 
530

 

 

 
530

Comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss

 

 

 

 

 
(4,803
)
 

 
(4,803
)
Other comprehensive income

 

 

 

 

 

 
30

 
30

Total comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4,773
)
Equity (deficit) - June 30, 2018
2,463,321

 
$
61,583

 
66,977,104

 
$
670

 
$
3,174,089

 
$
(3,084,934
)
 
$
1,433

 
$
152,841

Dividends declared

 

 

 

 

 
(1,395
)
 

 
(1,395
)
Stock-based compensation

 

 

 

 
549

 

 

 
549

Purchase of common stock (directors)

 

 
50,000

 

 
310

 

 

 
310

Comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss

 

 

 

 

 
(14,075
)
 

 
(14,075
)
Other comprehensive income

 

 

 

 

 

 
738

 
738

Total comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(13,337
)
Equity (deficit) - September 30, 2018
2,463,321

 
$
61,583

 
67,027,104

 
$
670

 
$
3,174,948

 
$
(3,100,404
)
 
$
2,171

 
$
138,968



See notes to Consolidated Financial Statements.

5




DRIVE SHACK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(dollars in thousands, except share data)

 
Nine Months Ended September 30,
 
2019
 
2018
Cash Flows From Operating Activities
 
 
 
Net loss
$
(39,578
)
 
$
(35,175
)
Adjustments to reconcile net loss to net cash used in operating activities:
 

 
 

Depreciation and amortization
15,769

 
14,358

Amortization of discount and premium
(196
)
 
891

Other amortization
10,693

 
8,217

Amortization of revenue on golf membership deposit liabilities
(1,080
)
 
(1,127
)
Amortization of prepaid golf membership dues
(10,728
)
 
(19,570
)
Stock-based compensation
2,783

 
1,409

Impairment and other losses
6,077

 
5,645

Equity in earnings from equity method investments, net of distributions
(1,033
)
 
(1,123
)
Other (gains) losses, net
(11,617
)
 
2,075

Unrealized (gain) on investments

 
(283
)
Loss on extinguishment of debt
148

 
66

Change in:
 

 
 

Accounts receivable, net, other current assets and other assets - noncurrent
1,605

 
1,436

Accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent
(2,591
)
 
1,064

Net cash used in operating activities
(29,748
)
 
(22,117
)
Cash Flows From Investing Activities
 

 
 

Proceeds from sale of property and equipment
44,468

 
3,186

Acquisition and additions of property and equipment and intangibles
(60,534
)
 
(44,788
)
Contributions to equity method investees

 
(7
)
Net cash used in investing activities
(16,066
)
 
(41,609
)
Cash Flows From Financing Activities
 
 
 
Repayments of debt obligations
(5,701
)
 
(3,712
)
Golf membership deposits received
1,776

 
2,544

Preferred stock dividends paid
(4,185
)
 
(4,185
)
Other financing activities
15

 
(32
)
Net cash used in financing activities
(8,095
)
 
(5,385
)
Net Decrease in Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent
(53,909
)
 
(69,111
)
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, Beginning of Period
82,819

 
173,688

Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, End of Period
$
28,910

 
$
104,577

 
 
 
 
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
$
11,723

 
$
4,035

Additions for operating lease right-of-use assets and operating lease liabilities
$
206,876

 
$

Increases (decreases) in accounts payable and accrued expenses related to the purchase of property and equipment
$
(2,141
)
 
$
(945
)

See notes to Consolidated Financial Statements.


6

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 


1. ORGANIZATION
Drive Shack Inc., which is referred to, together with its subsidiaries, as Drive Shack Inc. or the Company is a leading owner and operator of golf-related leisure and entertainment businesses. The Company, a Maryland corporation, was formed in 2002, and its common stock is traded on the NYSE under the symbol “DS.”
The Company conducts its business through the following segments: (i) Entertainment Golf venues, (ii) Traditional Golf properties and (iii) corporate. For a further discussion of the reportable segments, see Note 4.
The Company opened its first Entertainment Golf venue in Orlando, Florida on April 7, 2018, and is currently in the process of installing new technology and making other design and operational improvements to this first venue during a brief closure period that began on September 29, 2019 (with an expected re-opening date of December 2019).
The Company opened its second, third and fourth Entertainment Golf venues in Raleigh, North Carolina; Richmond, Virginia and West Palm Beach, Florida in August 2019, September 2019 and October 2019, respectively. The Company expects to increase the number of Entertainment Golf venues across the United States and internationally in the coming years, which combine golf, competition, fun and food and drinks. In addition to the large format venues, such as the four that the Company opened in 2018 and 2019, the Company also plans to open smaller venues in urban markets.
The Company’s Traditional Golf business is one of the largest operators of golf properties in the United States. As of September 30, 2019, the Company owned, leased or managed 62 properties across 10 states.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation The accompanying Consolidated Financial Statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under U.S. generally accepted accounting principles or GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2018 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2019. Capitalized terms used herein, and not otherwise defined, are defined in the Company’s Consolidated Financial Statements for the year ended December 31, 2018.

As of September 30, 2019, the Company’s significant accounting policies for these financial statements are summarized below and should be read in conjunction with the Summary of Significant Accounting Policies detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.



7

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

Realized and Unrealized (Gain) Loss on Investments and Other Income (Loss), Net These items are comprised of the following:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Unrealized loss (gain) on non-hedge derivative instruments

 
48

 

 
(283
)
Realized and unrealized (gain) loss on investments
$

 
$
48

 
$

 
$
(283
)
 
 
 
 
 
 
 
 
Loss on lease modifications and terminations
$

 
$
(173
)
 
$

 
$
(969
)
Gain (loss) on extinguishment of debt, net
(126
)
 
75

 
(148
)
 
(66
)
Collateral management fee income, net
101

 
142

 
357

 
443

Equity in earnings of equity method investments
348

 
357

 
1,033

 
1,123

Gain (loss) on sale of long-lived assets and intangibles
7,096

 
(2,769
)
 
11,763

 
(1,921
)
Other loss (A)
(78
)
 
(684
)
 
(50
)
 
(5,767
)
Other income (loss), net
$
7,341

 
$
(3,052
)
 
$
12,955

 
$
(7,157
)

(A)
During the nine months ended September 30, 2018, the Company recorded a net loss of approximately $4.9 million related to the settlement of a legal dispute and a related discharge of liabilities assumed by the counterparty to the settlement. See Note 13 for additional information.
Real Estate, Held-for-Sale Long-lived assets to be disposed of by sale, which meet certain criteria, are reclassified to real estate held-for-sale and measured at the lower of their carrying amount or fair value less costs of sale. The Company suspends depreciation and amortization for assets held-for-sale. Subsequent changes to the estimated fair value less costs to sell could impact the measurement of assets held-for-sale. Decreases are recognized as an impairment loss and recorded in "Impairment and other losses" on the Consolidated Statements of Operations. To the extent the fair value increases, any previously reported impairment is reversed. Real estate held-for-sale is recorded in “Real estate assets, held-for-sale, net” and “Real estate liabilities, held-for-sale” on the Consolidated Balance Sheets.

Leasing Arrangements The Company evaluates at lease inception whether an arrangement is or contains a lease by providing the Company with the right to control an asset. Operating leases are accounted for on balance sheet with the Right of Use (“ROU”) assets and lease liabilities recognized in "Operating lease right-of-use assets," "Other current liabilities" and "Operating lease liabilities - noncurrent" in the Consolidated Balance Sheets. Finance lease ROU assets, current lease liabilities and noncurrent lease liabilities are recognized in "Property and equipment, net of accumulated depreciation," and "Obligations under finance leases" and "Credit facilities and obligations under finance leases - noncurrent" in the Consolidated Balance Sheets, respectively.

All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined using a portfolio approach based on the rate of interest that the Company would pay to borrow an amount equal to the lease payments for a similar term and in a similar economic environment on a collateralized basis. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid rent, and lease incentives received. The operating lease ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for initial direct costs, prepaid or accrued lease payments, and lease incentives. Depreciation of the finance lease ROU assets are subsequently calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms and recorded in "Depreciation and amortization" on the Consolidated Statements of Operations.

In addition to the fixed minimum payments required under the lease arrangements, certain leases require variable lease payments, which are payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments as well as payment of taxes assessed against the leased property. The leases generally also require the payment for the cost of insurance and maintenance. Variable lease payments are recognized when the associated activity occurs and contingency is resolved.

The Company has elected to combine lease and non-lease components for all lease contracts. Additionally, the Company does not recognize ROU assets and lease liabilities for arrangements with lease terms of 12 months or less and lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred.


8

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

Other Investments The Company owns an approximately 22% economic interest in a limited liability company which owns preferred equity in a commercial real estate project. The Company accounts for this investment as an equity method investment. As of September 30, 2019 and December 31, 2018, the carrying value of this investment was $23.6 million and $22.6 million, respectively. The Company evaluates its equity method investment for other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. The evaluation of recoverability is based on management’s assessment of the financial condition and near-term prospects of the commercial real estate project, the length of time and the extent to which the market value of the investment has been less than cost, availability and cost of financing, demand for space, competition for tenants, changes in market rental rates, and operating costs.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its recoverability analyses may not be realized, and actual losses or impairment may be realized in the future.

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 of the asset is greater than the expected undiscounted cash flows to be generated by such asset, an impairment is recognized to the extent the carrying value of such asset exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate.

Other Current Assets

The following table summarizes the Company's other current assets:
 
 
September 30, 2019
 
December 31, 2018
Prepaid expenses
 
$
2,948

 
$
2,651

Deposits
 
2,476

 
2,494

Inventory
 
2,930

 
2,855

Miscellaneous current assets, net
 
10,261

 
12,505

Other current assets
 
$
18,615

 
$
20,505

 
Other Assets

The following table summarizes the Company's other assets:
 
 
September 30, 2019
 
December 31, 2018
Prepaid expenses
 
$
196

 
$
277

Deposits
 
2,120

 
2,140

Miscellaneous assets, net
 
2,285

 
6,267

Other assets
 
$
4,601

 
$
8,684


Other Current Liabilities

The following table summarizes the Company's other current liabilities:

9

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

 
 
September 30, 2019
 
December 31, 2018
Security deposits payable
 
$
5,783

 
$
14,188

Operating lease liabilities
 
16,307

 

Accrued rent
 
2,914

 
2,885

Dividends payable
 
930

 
930

Miscellaneous current liabilities
 
2,763

 
4,282

Other current liabilities
 
$
28,697

 
$
22,285


Other Liabilities

The following table summarized the Company's other liabilities:
 
 
September 30, 2019
 
December 31, 2018
Security deposits payable
 
$
298

 
$
91

Service obligation intangible
 
1,865

 
2,759

Accrued rent
 

 
1,617

Miscellaneous liabilities
 
1,531

 
765

Other liabilities
 
$
3,694

 
$
5,232


Membership Deposit Liabilities - Private country club members in our Traditional Golf business generally pay an advance initiation fee deposit upon their acceptance as a member to the respective country club. Initiation fee deposits are refundable 30 years after the date of acceptance as a member. The difference between the initiation fee deposit paid by the member and the present value of the refund obligation is deferred and recognized into Golf operations revenue in the Consolidated Statements of Operations on a straight-line basis over the expected life of an active membership, which is estimated to be seven years. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30-year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02 Leases (Topic 842). The standard requires lessees to recognize most leases on the balance sheet and addresses certain aspects of lessor accounting. On January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective approach. The Company utilized the effective date transition method and accordingly was not required to adjust its comparative period financial information for effects of ASU 2016-02. The Company elected to adopt practical expedients which permits it to not reassess its prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company elected to combine lease and non-lease components for all lease contracts and also elected not to recognize ROU assets and lease liabilities for leases with terms of 12 months or less. The Company also elected to adopt the practical expedient for land easements which permits it not to evaluate existing and expired land easements under the new standard. The adoption of ASU 2016-02 had a material impact on the Company’s Consolidated Balance Sheets, resulting in the recognition of operating lease right-of-use assets and operating lease liabilities of $225.6 million and $205.9 million, respectively, with the difference primarily due to reclassifications of leasehold intangibles and an adjustment to accumulated deficit. There was no material impact on the Consolidated Statements of Operations.

In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount under the other-than-temporary impairment model. In November 2018, the FASB issued ASU 2018-19 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that operating lease receivables accounted for under ASC 842 are not in the scope of this guidance. In April 2019, the FASB issued ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which addresses certain fair value disclosure requirements, the measurement basis under the measurement alternative and which equity securities

10

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

have to be remeasured at historical exchange rates. In May 2019, the FASB issued Financial Instruments - Credit Losses (Topic 326), Targeted Transition Relief, which allows entities to elect to measure assets in the scope of ASC 326-20, using the fair value option when ASU 2016-13 is adopted. The effective date of the standards will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and early adoption is permitted for annual periods beginning after December 15, 2018. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company's implementation activities, which remain in progress, include identifying the financial assets in the scope of the new standard, developing methods to estimate current expected credit losses associated with these financial assets, and determining changes needed to control activities. The Company is currently gathering data and evaluating the effects the adoption will have on its Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-15 Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The standard requires a customer in a cloud computing arrangement (i.e., a hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. That guidance requires certain costs incurred during the application development stage to be capitalized and other costs incurred during the preliminary project and post-implementation stages to be expensed as they are incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use.  The effective date of the standard will be for annual periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. Entities can either apply the guidance prospectively to all implementation costs incurred after the date of adoption or retrospectively. The Company is currently evaluating the timing for adoption and the impact it may have on its Consolidated Financial Statements.

3. REVENUES

The majority of the Company’s revenue is recognized at a point in time which is at the time of sale to customers at the Company’s Entertainment Golf venues and Traditional Golf properties, including green fees, cart rentals, bay play, events and sales of food, beverages and merchandise. Revenue from membership dues is recognized in the month earned. Membership dues received in advance are included in deferred revenue and recognized as revenue ratably over the appropriate period, which is generally twelve months or less for private club members and the following month for The Players Club members.

The Company’s revenue is all generated within the Entertainment and Traditional Golf segments. The following tables disaggregate revenue by category: Entertainment golf venues, public and private golf properties (owned and leased) and managed golf properties.
 
 
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
 
 
Ent. golf venues
 
Public golf properties
 
Private golf properties
 
Managed golf properties (A)
 
Total
 
Ent. golf venues
 
Public golf properties
 
Private golf properties
 
Managed golf properties (A)
 
Total
Golf operations
 
$
1,431

 
$
30,258

 
$
11,902

 
$
17,206

 
$
60,797

 
$
2,720

 
$
76,624

 
$
40,707

 
$
42,838

 
$
162,889

Sales of food and beverages
 
2,256

 
9,053

 
2,576

 

 
13,885

 
4,167

 
24,646

 
8,547

 

 
37,360

Total revenues
 
$
3,687

 
$
39,311

 
$
14,478

 
$
17,206

 
$
74,682

 
$
6,887

 
$
101,270

 
$
49,254

 
$
42,838

 
$
200,249

 
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
 
Ent. golf venues
 
Public golf properties
 
Private golf properties
 
Managed golf properties (A)
 
Total
 
Ent. golf venues
 
Public golf properties
 
Private golf properties
 
Managed golf properties (A)
 
Total
Golf operations
 
$
710

 
$
34,689

 
$
25,362

 
$
8,167

 
$
68,928

 
$
1,565

 
$
91,668

 
$
78,202

 
$
20,197

 
$
191,632

Sales of food and beverages
 
830

 
10,757

 
6,904

 

 
18,491

 
1,782

 
30,271

 
21,398

 

 
53,451

Total revenues
 
$
1,540

 
$
45,446

 
$
32,266

 
$
8,167

 
$
87,419

 
$
3,347

 
$
121,939

 
$
99,600

 
$
20,197

 
$
245,083


11

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

(A)
Includes $15.7 million and $38.5 million for the three and nine months ended September 30, 2019, respectively, and $7.4 million and $18.2 million for the three and nine months ended September 30, 2018, respectively, due to management contract reimbursements reported under the new revenue standard.

4. SEGMENT REPORTING
 
The Company currently has three reportable segments: (i) Entertainment Golf venues, (ii) Traditional Golf properties and (iii) corporate. The chief operating decision maker (“CODM”) for each segment is our Chief Executive Officer and President, who reviews discrete financial information for each reportable segment to manage the Company, including resource allocation and performance assessment.

The Company opened its inaugural Entertainment Golf venue in Orlando, Florida on April 7, 2018 and opened its second, third and fourth Entertainment Golf venues in Raleigh, North Carolina; Richmond, Virginia and West Palm Beach, Florida on August 19, 2019, September 16, 2019 and October 14, 2019, respectively. The Company expects to increase the number of Entertainment Golf venues across the United States and internationally in the coming years, which combine golf, competition, fun and food and drinks. In addition to the large format venues, such as the four that the Company opened in 2018 and 2019, the Company also plans to open smaller venues in urban markets.

Additionally, the Company's Traditional Golf business is one of the largest operators of golf properties in the United States. As of September 30, 2019, the Company owned, leased or managed 62 Traditional Golf properties across 10 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).
 

12

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

Summary financial data on the Company’s segments is given below, together with a reconciliation to the same data for the Company as a whole:
 
 
Entertainment Golf
 
Traditional Golf
 
Corporate
 
Total
Nine Months Ended September 30, 2019
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Golf operations
 
$
2,720

 
$
160,169

 
$

 
$
162,889

Sales of food and beverages
 
4,167

 
33,193

 

 
37,360

Total revenues
 
6,887

 
193,362

 

 
200,249

Operating costs
 
 
 
 
 
 
 
 
Operating expenses (A)
 
6,807

 
163,090

 

 
169,897

Cost of sales - food and beverages
 
1,106

 
9,352

 

 
10,458

General and administrative expense (B)
 
10,349

 
12,713

 
10,977

 
34,039

General and administrative expense - acquisition and transaction expenses (C)
 
3,094

 
539

 
309

 
3,942

Depreciation and amortization
 
3,119

 
12,528

 
122

 
15,769

Pre-opening costs (D)
 
7,229

 

 

 
7,229

Impairment and other losses
 
1,270

 
4,807

 

 
6,077

Realized and unrealized (gain) on investments
 

 

 

 

Total operating costs
 
32,974

 
203,029

 
11,408

 
247,411

Operating loss
 
(26,087
)
 
(9,667
)
 
(11,408
)
 
(47,162
)
Other income (expenses)
 
 
 
 
 
 
 
 
Interest and investment income
 
311

 
84

 
404

 
799

Interest expense (E)
 
(245
)
 
(6,140
)
 
(1,856
)
 
(8,241
)
Capitalized interest (E)
 

 
583

 
1,650

 
2,233

Other (loss) income, net
 
(7
)
 
11,582

 
1,380

 
12,955

Total other income (expenses)
 
59

 
6,109

 
1,578

 
7,746

Income tax expense
 

 

 
162

 
162

Net loss
 
(26,028
)
 
(3,558
)
 
(9,992
)
 
(39,578
)
Preferred dividends
 

 

 
(4,185
)
 
(4,185
)
Loss applicable to common stockholders
 
$
(26,028
)
 
$
(3,558
)
 
$
(14,177
)
 
$
(43,763
)

13

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

Summary segment financial data (continued).
 
 
Entertainment Golf
 
Traditional Golf
 
Corporate
 
Total
Three Months Ended September 30, 2019
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Golf operations
 
$
1,431

 
$
59,366

 
$

 
$
60,797

Sales of food and beverages
 
2,256

 
11,629

 

 
13,885

Total revenues
 
3,687

 
70,995

 

 
74,682

Operating costs
 
 
 
 
 
 
 
 
Operating expenses (A)
 
3,202

 
60,252

 

 
63,454

Cost of sales - food and beverages
 
604

 
3,252

 

 
3,856

General and administrative expense (B)
 
3,433

 
4,500

 
2,467

 
10,400

General and administrative expense - acquisition and transaction expenses (C)
 
2,117

 
207

 
31

 
2,355

Depreciation and amortization
 
1,450

 
4,192

 
81

 
5,723

Pre-opening costs (D)
 
4,350

 

 

 
4,350

Impairment and other losses
 
1,152

 
720

 

 
1,872

Realized and unrealized loss on investments
 

 

 

 

Total operating costs
 
16,308

 
73,123

 
2,579

 
92,010

Operating loss
 
(12,621
)
 
(2,128
)
 
(2,579
)
 
(17,328
)
Other income (expenses)
 
 
 
 
 
 
 
 
Interest and investment income
 
64

 
24

 
103

 
191

Interest expense (E)
 
(103
)
 
(2,088
)
 
(599
)
 
(2,790
)
Capitalized interest (E)
 

 
169

 
560

 
729

Other (loss) income, net
 

 
6,896

 
445

 
7,341

Total other income (expenses)
 
(39
)
 
5,001

 
509

 
5,471

Income tax expense
 

 

 
162

 
162

Net (loss) income
 
(12,660
)
 
2,873

 
(2,232
)
 
(12,019
)
Preferred dividends
 

 

 
(1,395
)
 
(1,395
)
(Loss) income applicable to common stockholders
 
$
(12,660
)
 
$
2,873

 
$
(3,627
)
 
$
(13,414
)

 
 
Entertainment Golf
 
Traditional Golf
 
Corporate (F)
 
Total
September 30, 2019
 
 
 
 
 
 
 
 
Total assets
 
176,366

 
319,279

 
40,261

 
535,906

Total liabilities
 
42,841

 
346,593

 
62,816

 
452,250

Preferred stock
 

 

 
61,583

 
61,583

Equity attributable to common stockholders
 
$
133,525

 
$
(27,314
)
 
$
(84,138
)
 
$
22,073

 
 
 
 
 
 
 
 
 
Additions to property and equipment (including finance leases) during the nine months ended September 30, 2019
 
$
56,977

 
$
10,661

 
$
1,733

 
$
69,371



14

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

Summary segment financial data (continued).

 
 
Entertainment Golf
 
Traditional Golf
 
Corporate
 
Total
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Golf operations
 
$
1,565

 
$
190,067

 
$

 
$
191,632

Sales of food and beverages
 
1,782

 
51,669

 

 
53,451

Total revenues
 
3,347

 
241,736

 

 
245,083

Operating costs
 
 
 
 
 
 
 
 
Operating expenses (A)
 
3,599

 
191,152

 

 
194,751

Cost of sales - food and beverages
 
432

 
14,981

 

 
15,413

General and administrative expense (B)
 
4,515

 
12,781

 
9,448

 
26,744

General and administrative expense - acquisition and transaction expenses (C)
 
2,024

 
706

 
137

 
2,867

Depreciation and amortization
 
1,148

 
13,198

 
12

 
14,358

Pre-opening costs (D)
 
2,048

 

 

 
2,048

Impairment and other losses
 

 
5,498

 
147

 
5,645

Realized and unrealized (gain) on investments
 

 
(283
)
 

 
(283
)
Total operating costs
 
13,766

 
238,033

 
9,744

 
261,543

Operating (loss) income
 
(10,419
)
 
3,703

 
(9,744
)
 
(16,460
)
Other income (expenses)
 
 
 
 
 
 
 
 
Interest and investment income
 
196

 
144

 
1,042

 
1,382

Interest expense (E)
 

 
(12,149
)
 
(1,661
)
 
(13,810
)
Capitalized interest (E)
 

 
580

 
290

 
870

Other (loss) income, net
 

 
(8,715
)
 
1,558

 
(7,157
)
Total other income (expenses)
 
196

 
(20,140
)
 
1,229

 
(18,715
)
Income tax expense
 

 

 

 

Net loss
 
(10,223
)
 
(16,437
)
 
(8,515
)
 
(35,175
)
Preferred dividends
 

 

 
(4,185
)
 
(4,185
)
Loss applicable to common stockholders
 
$
(10,223
)
 
$
(16,437
)
 
$
(12,700
)
 
$
(39,360
)



15

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

Summary segment financial data (continued).
 
 
Entertainment Golf
 
Traditional Golf
 
Corporate
 
Total
Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Golf operations
 
$
710

 
$
68,218

 
$

 
$
68,928

Sales of food and beverages
 
830

 
17,661

 

 
18,491

Total revenues
 
1,540

 
85,879

 

 
87,419

Operating costs
 
 
 
 
 
 
 
 
Operating expenses (A)
 
1,765

 
68,565

 

 
70,330

Cost of sales - food and beverages
 
204

 
4,976

 

 
5,180

General and administrative expense (B)
 
1,878

 
4,313

 
3,189

 
9,380

General and administrative expense - acquisition and transaction expenses (C)
 
570

 
199

 

 
769

Depreciation and amortization
 
614

 
3,877

 
4

 
4,495

Pre-opening costs (D)
 
245

 

 

 
245

Impairment and other losses
 

 
4,172

 

 
4,172

Realized and unrealized loss on investments
 

 
48

 

 
48

Total operating costs
 
5,276

 
86,150

 
3,193

 
94,619

Operating loss
 
(3,736
)
 
(271
)
 
(3,193
)
 
(7,200
)
Other income (expenses)
 
 
 
 
 
 
 
 
Interest and investment income
 
85

 
48

 
334

 
467

Interest expense (E)
 

 
(4,050
)
 
(597
)
 
(4,647
)
Capitalized interest (E)
 

 
238

 
119

 
357

Other (loss) income, net
 

 
(3,548
)
 
496

 
(3,052
)
Total other income (expenses)
 
85

 
(7,312
)
 
352

 
(6,875
)
Income tax expense
 

 

 

 

Net loss
 
(3,651
)
 
(7,583
)
 
(2,841
)
 
(14,075
)
Preferred dividends
 

 

 
(1,395
)
 
(1,395
)
Loss applicable to common stockholders
 
$
(3,651
)
 
$
(7,583
)
 
$
(4,236
)
 
$
(15,470
)


(A)
Operating expenses include rental expenses recorded under operating leases for carts and equipment in the amount of $0.2 million and $0.7 million for the three and nine months ended September 30, 2019, respectively, and $0.5 million and $1.6 million for the three and nine months ended September 30, 2018, respectively.
(B)
General and administrative expenses include severance expense in the amount of $0.5 million and $1.6 million for the three and nine months ended September 30, 2019, respectively, and zero and $0.1 million for the three and nine months ended September 30, 2018, respectively.
(C)
Acquisition and transaction expenses include costs related to completed and potential acquisitions and transactions, which may include advisory, legal, accounting and other professional or consulting fees.
(D)
Pre-opening costs are expensed as incurred and consist primarily of site-related marketing expenses, lease expense, employee payroll, travel and related expenses, training costs, food, beverage and other operating expenses incurred prior to opening an Entertainment Golf venue.
(E)
Interest expense includes the accretion of membership deposit liabilities in the amount of $1.8 million and $5.4 million for the three and nine months ended September 30, 2019, respectively, and $1.7 million and $5.1 million for the three and nine months ended September 30, 2018, respectively. Interest expense and capitalized interest are combined in interest expense, net on the Consolidated Statements of Operations.
(F)
Total assets in the corporate segment include an equity method investment in the amount of $23.6 million as of September 30, 2019 recorded in other investments on the Consolidated Balance Sheets.


16

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

5. PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION

The following table summarizes the Company’s property and equipment:
 
 
September 30, 2019
 
December 31, 2018
 
Gross Carrying Amount
 
Accumulated Depreciation
 
Net Carrying Value
 
Gross Carrying Amount
 
Accumulated Depreciation
 
Net Carrying Value
Land
$
6,770

 
$

 
$
6,770

 
$
6,747

 
$

 
$
6,747

Buildings and improvements
124,414

 
(34,022
)
 
90,392

 
78,833

 
(30,540
)
 
48,293

Furniture, fixtures and equipment
45,328

 
(19,795
)
 
25,533

 
26,726

 
(16,729
)
 
9,997

Finance leases - equipment
37,098

 
(15,678
)
 
21,420

 
28,745

 
(12,843
)
 
15,902

Construction in progress
41,622

 

 
41,622

 
51,666

 

 
51,666

Total Property and Equipment
$
255,232

 
$
(69,495
)
 
$
185,737

 
$
192,717

 
$
(60,112
)
 
$
132,605


On March 7, 2018, the Company announced it was actively pursuing the sale of 26 owned Traditional Golf properties in order to generate capital for reinvestment in the Entertainment Golf business. As of September 30, 2019, the Company continues to present four golf properties as held-for-sale. The assets and associated liabilities are reported on the Consolidated Balance Sheets as “Real estate assets, held-for-sale, net” and “Real estate liabilities, held-for-sale,” respectively.
 
The real estate assets, held-for-sale, net are reported at a carrying value of $27.8 million and include $23.0 million of land, $4.3 million of buildings and improvements, $0.4 million of furniture, fixtures and equipment, and $0.4 million of other related assets, partially offset by accumulated impairment. The real estate liabilities, held-for-sale, are reported at a carrying value of less than $0.1 million and include property liabilities to be assumed, primarily prepaid membership dues.

During the three months ended March 31, 2019, the Company sold two public golf properties in Georgia and a private golf property in California for an aggregate sale price of $28.7 million, resulting in net proceeds of $25.5 million, inclusive of transaction costs of $0.5 million. The Company received sale proceeds of $17.7 million during the three months ended March 31, 2019, consisting of $18.2 million for the golf properties sold during the three months ended March 31, 2019, and $2.2 million for golf properties that were sold during December 2018, less $2.7 million that was remitted to buyers for golf properties that were sold during December 2018. The Company previously received a $9.4 million cash deposit in 2018 related to a golf property that was sold in 2019. The difference between the sales price and the net proceeds was primarily due to prepaid membership dues that we are obligated to remit to the buyer, including $2.1 million payable to the buyer of a golf property sold during the three months ended March 31, 2019. The golf properties had a carrying value of $20.3 million and resulted in a gain on sale of $5.2 million. The gain on sale is recorded in other income (loss), net on the Consolidated Statement of Operations. Subsequent to the completion of the sale, the Company entered into a management agreement on the California golf property.

During the three months ended June 30, 2019, the Company sold two public golf properties in New Jersey and California and two private golf properties in Tennessee and Washington for an aggregate sale price of $19.7 million, resulting in net proceeds of $17.9 million, inclusive of transaction costs of $0.8 million. The Company received sale proceeds of $14.9 million during the three months ended June 30, 2019, consisting of $18.4 million for the golf properties sold during the three months ended June 30, 2019, less $3.5 million that was remitted to buyers for golf properties that were sold in 2018 and the first quarter of 2019. The golf properties had a carrying value of $18.3 million and resulted in a loss on sale of $0.4 million. The loss on sale is recorded in other income (loss), net on the Consolidated Statement of Operations. Subsequent to the completion of the sale, the Company entered into a management agreement on the Washington golf property.

During the three months ended September 30, 2019, the Company sold a public golf property in California for a sale price of $12.5 million, resulting in net proceeds of $12.3 million, inclusive of transaction costs of $0.2 million. The golf property had a carrying value of $5.2 million and resulted in a gain on sale of $7.0 million. The gain on sale is recorded in other income (loss), net on the Consolidated Statement of Operations. Subsequent to the completion of the sale, the Company entered into a management agreement on this golf property.



17

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

6. LEASES
The Company's commitments under lease arrangements are primarily ground leases for Entertainment Golf venues and Traditional Golf properties and related facilities, office leases and leases for golf carts and equipment. The majority of lease terms for our Entertainment Golf venues and Traditional Golf properties and related facilities initially range from 10 to 20 years, and include up to eight 5-year renewal options (see Note 13 for additional detail). Equipment and golf cart leases initially range between 24 to 66 months and typically contain renewal options which may be on a month-to-month basis. An option to renew a lease is included in the determination of the ROU asset and lease liability when it is reasonably certain that the renewal option will be exercised.
Lease related costs recognized in the Consolidated Statements of Operations for the three and nine months ended September 30, 2019 are as follows:
 
 
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
Finance lease cost
 
 
 
 
Amortization of right-of-use assets
 
$
1,690

 
$
4,736

Interest on lease liabilities
 
353

 
972

Total finance lease cost
 
2,043

 
5,708

 
 
 
 
 
Operating lease cost
 
 
 
 
Operating lease cost
 
9,798

 
28,276

Short-term lease cost
 
420

 
1,882

Variable lease cost
 
5,544

 
12,696

Total operating lease cost
 
15,762

 
42,854

 
 
 
 
 
Total lease cost
 
$
17,805

 
$
48,562

Other information related to leases included on the Consolidated Balance Sheet as of and for the nine months ended September 30, 2019 are as follows:
 
 
Operating Leases
 
Financing Leases
Right-of-use assets
 
220,197

 
21,420

Lease liabilities
 
207,749

 
20,419

 
 
 
 
 
Cash paid for amounts included in the measurement of lease liabilities
 
 
 
 
Operating cash flows
 
22,531

 
668

Financing cash flows
 
N/A

 
5,702

 
 
 
 
 
Right-of-use assets obtained in exchange for lease liabilities
 
10,813

 
11,723

 
 
 
 
 
Weighted average remaining lease term
 
12.6 years

 
3.6 years

Weighted average discount rate
 
8.8
%
 
7.2
%

Future minimum lease payments under non-cancellable leases as of September 30, 2019 are as follows:

18

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

 
 
Operating Leases
 
Financing Leases
October 1, 2019 - December 31, 2019
 
7,647

 
2,053

2020
 
33,151

 
7,275

2021
 
32,514

 
5,785

2022
 
31,133

 
4,137

2023
 
30,962

 
3,073

Thereafter
 
229,981

 
1,047

Total minimum lease payments
 
365,388

 
23,370

Less: imputed interest
 
157,639

 
2,951

Total lease liabilities
 
$
207,749

 
$
20,419



7. INTANGIBLES, NET OF ACCUMULATED AMORTIZATION

The following table summarizes the Company’s intangible assets:
 
September 30, 2019
 
December 31, 2018
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Value
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Value
Trade name
$
700

 
$
(134
)
 
$
566

 
$
700

 
$
(117
)
 
$
583

Leasehold intangibles (A) (B)

 

 

 
46,581

 
(20,270
)
 
26,311

Management contracts
32,330

 
(16,812
)
 
15,518

 
32,932

 
(15,174
)
 
17,758

Internally-developed software
161

 
(15
)
 
146

 
2,314

 
(967
)
 
1,347

Membership base
5,236

 
(4,301
)
 
935

 
5,236

 
(3,740
)
 
1,496

Nonamortizable liquor licenses
1,043

 

 
1,043

 
893

 

 
893

Total Intangibles
$
39,470

 
$
(21,262
)
 
$
18,208

 
$
88,656

 
$
(40,268
)
 
$
48,388

(A)
The amortization expense for leasehold intangibles is reported in operating expenses in the Consolidated Statements of Operations.
(B)
As of January 1, 2019, leasehold intangibles were reclassified from "Intangibles, net of accumulated amortization" to "Operating lease right-of-use assets" in the Consolidated Balance Sheet as part of the adoption of ASU 2016-02.

19

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

8. DEBT OBLIGATIONS

The following table presents certain information regarding the Company’s debt obligations at September 30, 2019 and December 31, 2018:
 
 
 
 
September 30, 2019
 
December 31, 2018
Debt Obligation/Collateral
 
Month Issued
 
Outstanding
Face
Amount
 
Carrying
Value
 
Final Stated Maturity
 
Weighted
Average
Coupon
 
Weighted Average
Funding
Cost (A)
 
Weighted Average Life (Years)
 
Face Amount of
Floating Rate Debt
 
Outstanding Face Amount
 
Carrying Value
Credit Facilities and Finance Leases
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vineyard II
 
Dec 1993
 
$
200

 
$
200

 
Dec 2043
 
2.80%
 
2.80
%
 
24.2
 
$
200

 
$
200

 
$
200

Finance leases (Equipment)
 
Jun 2014 - Sep 2019
 
20,419

 
20,419

 
Oct 2019 - Mar 2025
 
3.00% to 15.00%
 
7.23
%
 
3.6
 

 
15,778

 
15,778

 
 
 
 
20,619

 
20,619

 
 
 
 
 
7.19
%
 
3.8
 
200

 
15,978

 
15,978

Less current portion of obligations under finance leases
 
 
 
6,222

 
6,222

 
 
 
 
 
 
 
 
 
 
 
5,489

 
5,489

Credit facilities and obligations under finance leases - noncurrent
 
 
 
14,397

 
14,397

 
 
 
 
 
 
 
 
 
 
 
10,489

 
10,489

Corporate
 
 
 
 

 
 

 
 
 
 
 
 

 
 
 
 

 
 
 
 
Junior subordinated notes payable (B)
 
Mar 2006
 
51,004

 
51,194

 
Apr 2035
 
LIBOR+2.25%
 
4.48
%
 
15.6
 
51,004

 
51,004

 
51,200

Total debt obligations
 
 
 
$
71,623

 
$
71,813

 
 
 
 
 
5.26
%
 
12.2
 
$
51,204

 
$
66,982

 
$
67,178



(A)
Including the effect of deferred financing costs.
(B)
Interest rate based on 3 month LIBOR plus 2.25%.

9. REAL ESTATE SECURITIES
 
The following is a summary of the Company’s real estate securities at September 30, 2019, 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.
 
 
September 30, 2019
 
 
 
 
Amortized Cost Basis
 
Gross Unrealized
 
 
 
 
 
Weighted Average
Asset Type
 
Outstanding Face Amount
 
Before Impairment
 
Other-Than- Temporary Impairment
 
After Impairment
 
Gains
 
Losses
 
Carrying
 Value (A)
 
Number of Securities
 
Rating (B)
 
Coupon
 
Yield
 
Life
(Years) (C)
 
Principal Subordination (D)
ABS - Non-Agency RMBS
 
$
4,000

 
$
2,786

 
$
(1,521
)
 
$
1,265

 
$
1,649

 
$

 
$
2,914

 
1

 
CCC
 
2.45
%
 
31.92
%
 
4.2
 
41.9
%
Total Securities, Available for Sale (E)
 
$
4,000

 
$
2,786

 
$
(1,521
)
 
$
1,265

 
$
1,649

 
$

 
$
2,914

 
1

 
 
 
 
 
 
 
 
 
 
  
(A)
See Note 10 regarding the estimation of fair value, which is equal to carrying value for all securities.
(B)
Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Ratings provided were determined by third-party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current.
(C)
The weighted average life is based on the timing of expected cash flows on the assets.
(D)
Percentage of the outstanding face amount of securities and residual interests that is subordinate to the Company’s investments.
(E)
The total outstanding face amount was $4.0 million for floating rate securities. The collateral securing the ABS - Non-Agency RMBS is located in various geographical regions in the U.S. The Company does not have significant investments in any geographic region.

The Company had no securities in an unrealized loss position as of September 30, 2019. The Company has no activity related to credit losses on debt securities for the nine months ended September 30, 2019.

20

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 


10. 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, 2019
 
Carrying Value
 
Estimated Fair Value
 
Fair Value Method (A)
Assets
 

 
 

 
 
Real estate securities, available-for-sale
$
2,914

 
$
2,914

 
Pricing models - Level 3
Cash and cash equivalents
24,816

 
24,816

 
 
Restricted cash, current and noncurrent
4,094

 
4,094

 
 
Liabilities
 
 
 
 
 
Junior subordinated notes payable
51,194

 
24,327

 
Pricing models - Level 3
 

(A)
Pricing models are used for (i) real estate securities that are not traded in an active market, and, therefore, have little or no price transparency, and for which significant unobservable inputs must be used in estimating fair value, or (ii) debt obligations which are private and untraded.

Fair Value Measurements

Valuation Hierarchy

The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company follows this hierarchy for its financial instruments measured at fair value.

Level 1 - Quoted prices in active markets for identical instruments.
Level 2 - Valuations based principally on observable market parameters, including
quoted prices for similar assets or liabilities in active markets,
inputs other than quoted prices that are observable for the asset or liability (such as interest rates and yield curves observable at commonly quoted intervals, implied volatilities and credit spreads), and
market corroborated inputs (derived principally from or corroborated by observable market data).
Level 3 - Valuations determined using unobservable inputs that are supported by little or no market activity, and that are significant to the overall fair value measurement.

The Company’s real estate securities and debt obligations are currently not traded in active markets and therefore have little or no price transparency. As a result, the Company has estimated the fair value of these illiquid instruments based on internal pricing models subject to the Company’s controls described below.

The Company has various processes and controls in place to ensure that fair value measurements are reasonably estimated. With respect to broker and pricing service quotations, and in order to ensure these quotes represent a reasonable estimate of fair value, the Company’s quarterly procedures include a comparison of such quotations to quotations from different sources, outputs generated from its internal pricing models and transactions completed, as well as on its knowledge and experience of these markets. With respect to fair value estimates generated based on the Company’s internal pricing models, the Company’s management validates the inputs and outputs of the internal pricing models by comparing them to available independent third-party market parameters and models, where available, for reasonableness. The Company believes its valuation methods and the assumptions used are appropriate and consistent with other market participants.
Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodologies used to determine fair value and such changes could result in a significant increase or decrease in the fair value. For the Company’s investments in real estate securities categorized within Level 3 of the fair value hierarchy, the significant unobservable inputs include the discount rates, assumptions relating to prepayments, default rates and loss severities.


21

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

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, 2019:

 
 
 
 
 
 
Weighted Average Significant Input
Asset Type
 
Amortized Cost Basis
 
Fair Value
 
Discount
Rate
 
Prepayment
Speed
 
Cumulative Default Rate
 
Loss
Severity
ABS - Non-Agency RMBS
 
$
1,265

 
$
2,914

 
10.0
%
 
8.0
%
 
2.8
%
 
43.3
%

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, 2019 as follows:
 
 
ABS - Non-Agency RMBS
Balance at December 31, 2018
 
$
2,953

Total gains (losses) (A)
 
 

Included in other comprehensive income (loss)
 
(229
)
Amortization included in interest income
 
275

Purchases, sales and repayments (A)
 
 

Proceeds
 
(85
)
Balance at September 30, 2019
 
$
2,914


(A)
None of the gains (losses) recorded in earnings during the period are attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting dates. There were no purchases or sales during the nine months ended September 30, 2019. There were no transfers into or out of Level 3 during the nine months ended September 30, 2019.

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

22

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 


11. EQUITY AND EARNINGS PER SHARE
 
A. Stock Options

The following is a summary of the changes in the Company’s outstanding options for the nine months ended September 30, 2019:
 
Number of Options
 
Weighted Average Strike Price
 
Weighted Average Life Remaining (in years)
Balance at December 31, 2018
8,436,931

 
$
3.72

 
 
Granted (B)
695,652

 
4.66

 
 
Balance at September 30, 2019
9,132,583

 
$
3.79

 
6.02
 
 
 
 
 
 
Exercisable at September 30, 2019
3,627,578

 
$
2.59

 
3.49

As of September 30, 2019, the Company’s outstanding options were summarized as follows:
 
 
Number of Options
Held by the former Manager
 
3,627,245

Issued to the former Manager and subsequently transferred to certain of the Manager’s employees (A)
 
1,382,998

Issued to the independent directors
 
333

Issued to Drive Shack employees (B)
 
4,122,007

Total
 
9,132,583

Weighted average strike price
 
$
3.79

(A)
The Company and the former Manager agreed that options held by certain employees formerly employed by the Manager would not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the Manager as part of their compensation. The options fully vest and are exercisable one year prior to the option expiration date, beginning March 2020 through January 2024. In July 2019, a certain employee was terminated by the Company and 921,992 options reverted back to the former Manager.  The Company reversed $1.2 million in stock compensation expense related to these options.
(B)
In November 2018, the Company issued options to certain employees as provided in their employment agreements. The options fully vest and are exercisable as follows: 3,351,355 options vest in equal annual installments on each of the first three anniversaries of the grant date, and 75,000 options fully vest on the third anniversary of the grant date. In April 2019, the Company issued 695,652 options to an employee that vest and become exercisable in equal annual installment on each of the first three anniversaries of the grant date.
 
The grant date fair value of the employee options is determined using the Black-Scholes option valuation model. The Black-Scholes option valuation model uses assumptions of expected volatility, expected dividend yield of the Company’s stock, expected term of the awards and the risk-free interest rate. The fair value of the options granted was determined using the following assumptions:


23

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

Option Valuation Date
 
April 11, 2019

Expected Volatility
 
36.80
%
Expected Dividend Yield
 
0.00
%
Expected Remaining Term
 
6.0 years

Risk-Free Rate
 
2.34
%
Fair Value at Grant Date
 
$
1,280


Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the options. There was a reversal of stock-based compensation expense of $0.1 million during the three months ended September 30, 2019 related to the forfeiture of options by a former employee. Stock-based compensation expense related to the employee options was $2.3 million during the nine months ended September 30, 2019, and $0.5 million and $1.3 million during the three and nine months ended September 30, 2018, respectively, and was recorded in general and administrative expense on the Consolidated Statements of Operations. The unrecognized stock-based compensation expense related to the unvested options was $9.0 million as of September 30, 2019 and will be expensed over a weighted average of 2.3 years.

B. Restricted Stock Units ("RSUs")

The following is a summary of the changes in the Company’s RSUs for the nine months ended September 30, 2019.

 
 
Number of RSUs
 
Weighted Average Grant Date Fair Value (per unit)
Balance at December 31, 2018
 
54,641

 
$
5.02

Granted
 
589,967

 
$
4.70

Released
 
(17,452
)
 
$
5.73

Forfeited
 
(95,284
)
 
$
4.68

Balance at September 30, 2019
 
531,872

 
$
4.71


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, 2019, the Company granted 37,944 RSUs to non-employee directors and issued 17,452 shares upon vesting of RSUs that were granted in 2018. During the nine months ended September 30, 2019, the Company granted 552,023 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. Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the RSUs. During the nine months ended September 30, 2019, a non-employee director forfeited RSUs following their resignation from the board and former employees forfeited RSUs upon termination of employment. Stock-based compensation expense related to RSUs was $0.3 million and $0.5 million during the three and nine months ended September 30, 2019, respectively, and less than $0.1 million for both the three and nine months ended September 30, 2018. Stock-based compensation expense was recorded in general and administrative expense on the Consolidated Statements of Operations. The unrecognized stock-based compensation expense related to the unvested RSUs was $2.1 million as of September 30, 2019 and will be expensed over a weighted average of 2.5 years.

C. Dividends

On March 13, 2019, the Company declared dividends of $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively, for the period beginning February 1, 2019 and ending April 30, 2019. Dividends totaling $1.4 million were paid on April 29, 2019.

On May 7, 2019, the Company declared dividends of $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively, for the period beginning May 1, 2019 and ending July 31, 2019. Dividends totaling $1.4 million were paid on July 31, 2019.


24

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

On July 30, 2019, the Company declared dividends of $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively, for the period beginning August 1, 2019 and ending October 31, 2019. Dividends totaling $1.4 million were paid on October 31, 2019.

D. Earnings Per Share

The following table shows the Company's basic and diluted earnings per share (“EPS”):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Numerator for basic and diluted earnings per share:
 
 
 
 
 
 
 
Loss from continuing operations after preferred dividends and noncontrolling interests
$
(13,414
)
 
$
(15,470
)
 
$
(43,763
)
 
$
(39,360
)
Loss Applicable to Common Stockholders
$
(13,414
)
 
$
(15,470
)
 
$
(43,763
)
 
$
(39,360
)
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Denominator for basic earnings per share - weighted average shares
67,040,692

 
66,992,322

 
67,032,519

 
66,982,233

Effect of dilutive securities
 
 
 
 
 
 
 
Options

 

 

 

RSUs

 

 

 

Denominator for diluted earnings per share - adjusted weighted average shares
67,040,692

 
66,992,322

 
67,032,519

 
66,982,233

Basic earnings per share:
 
 
 
 
 
 
 
Loss from continuing operations per share of common stock, after preferred dividends and noncontrolling interests
$
(0.20
)
 
$
(0.23
)
 
$
(0.65
)
 
$
(0.59
)
 
 
 
 
 
 
 
 
Loss Applicable to Common Stock, per share
$
(0.20
)
 
$
(0.23
)
 
$
(0.65
)
 
$
(0.59
)
 
 
 
 
 
 
 
 
Diluted earnings per share:
 
 
 
 
 
 
 
Loss from continuing operations per share of common stock, after preferred dividends and noncontrolling interests
$
(0.20
)
 
$
(0.23
)
 
$
(0.65
)
 
$
(0.59
)
 
 
 
 
 
 
 
 
Loss Applicable to Common Stock, per share
$
(0.20
)
 
$
(0.23
)
 
$
(0.65
)
 
$
(0.59
)

The Company’s dilutive securities are outstanding stock options and RSUs. During the three and nine months ended September 30, 2019, the Company had 333,170 and 481,639 antidilutive securities, respectively. During both the three and nine months ended September 30, 2018, the Company had zero antidilutive securities. During the three and nine months ended September 30, 2019, based on the treasury stock method, the Company had 1,915,008 and 2,328,494 potentially dilutive securities, respectively, which were excluded due to the Company's loss position. During the three and nine months ended September 30, 2018, based on the treasury stock method, the Company had 3,004,777 and 2,804,451 potentially dilutive securities, respectively, which were excluded due to the Company's loss position.

12. TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES
Agreements with the Former Manager
On December 21, 2017, the Company entered into a Transition Services Agreement, effective as of January 1, 2018, with the former Manager. In order to facilitate the transition of the Company’s management of its operations and provide the Company sufficient time to develop such services in-house or to hire other third-party service providers for such services, under the Transition Services Agreement, the former Manager continues to provide to the Company certain services, which is referred to in this Quarterly Report as Transition Services.  The Transition Services primarily include information technology, legal, regulatory compliance, tax and accounting services.  The Transition Services are provided for a fee intended to be equal to the former Manager’s cost of providing the Transition Services, including the allocated cost of, among other things, overhead, employee wages and compensation

25

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

and out-of-pocket expenses, and will be invoiced on a monthly basis. The Company terminated the Transition Services Agreement during the second quarter of 2019 and incurred zero and less than $0.1 million in costs for Transition Services during the three and nine months ended September 30, 2019, respectively, and less than $0.1 million and $0.4 million during the three and nine months ended September 30, 2018, respectively. These costs are reported in general and administrative expense on the Consolidated Statements of Operations.

At September 30, 2019, Fortress, through its affiliates, and principals of Fortress, owned 7.3 million shares of the Company’s common stock and Fortress, through its affiliates, had options relating to an additional 3.6 million shares of the Company’s common stock (Note 11).

Other Affiliated Entities
A member of the board of directors owned or leased aircraft that the Company chartered from a third-party aircraft operator for business purposes in the course of operations. The Company incurred less than $0.1 million for the nine months ended September 30, 2019. The Company paid the aircraft operator market rates for the charters.

The Company previously leased corporate office space from an affiliate of a member of our board of directors. The Company incurred $0.2 million in rent expense during the nine months ended September 30, 2019, which represents market rates for the office space.
The Company agreed to reimburse an affiliate of a member of our board of directors for services of an employee prior to execution of an employment agreement.  The Company will pay market rates for these services.

13. COMMITMENTS AND CONTINGENCIES
 
Litigation - The Company exited a leased property and accrued related lease exit costs of approximately $0.8 million in December 2016. The Company subsequently entered into a legal dispute related to this golf property. In June 2018, the Company accrued an additional $6.6 million for a total of $7.4 million to settle this legal dispute, which was recorded as accounts payable and accrued expenses in the Consolidated Balance Sheet. In July 2018, the Company settled the dispute for $7.4 million, with $5.2 million payable immediately and $2.2 million payable in six quarterly installments. The Company paid a total of $1.8 million of the quarterly installments as of September 30, 2019, and the final payment is due in December 2019.

The Company is and may become, from time to time, involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental, 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, 2019, will not materially affect the Company’s consolidated results of operations, financial position or cash flow. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on our financial results.

Commitments - In February 2018, the Company entered into a ground lease in New Orleans, Louisiana. During December 2018, the Company committed to the lease as there were no remaining material contingencies under the terms of the lease. The initial lease term is 20 years and includes eight 5-year renewal options.

As of September 30, 2019, the Company has additional operating leases that have not yet commenced of $85.7 million. The leases are expected to commence over the next 12 - 24 months with lease terms of approximately 20 years. These leases are primarily real estate leases for future Entertainment Golf venues and the commencement of these leases is contingent on completion of due diligence and satisfaction of certain contingencies which generally occurs prior to construction.

14. 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.

26

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 

The Company's income tax provision was $0.2 million for both the three and nine months ended September 30, 2019. There was no income tax provision for the three and nine months ended September 30, 2018. The increase in the income tax provision is due to tax on excess inclusion income and an increase in unrecognized tax benefits related to the current period.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.

The Company recorded a valuation allowance against its deferred tax assets as of September 30, 2019 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. The Company is currently under New York State examination for the 2015, 2016 and 2017 tax years.  At this time, the Company cannot estimate when the examination will conclude or the impact such examination will have on its Consolidated Financial Statements, if any. Generally, the Company is no longer subject to tax examinations by tax authorities for years prior to 2016.

At December 31, 2018, the Company reported a total liability for unrecognized tax benefits of $0.7 million. During the nine months ended September 30, 2019, the Company increased the liability by $0.1 million. The Company does not anticipate any significant increases or decreases to the balance of unrecognized tax benefits during the next 12 months.

15. IMPAIRMENT AND OTHER LOSSES

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,
 
 
2019
 
2018
 
2019
 
2018
Traditional golf properties (held-for-sale)
 
$
275

 
$
4,172

 
$
1,227

 
$
5,498

Traditional golf properties (held-for-use)
 
445

 

 
3,580

 

Valuation allowance on loans
 

 

 

 
147

Other losses
 
1,152

 

 
1,270

 

Total impairment and other losses
 
$
1,872

 
$
4,172

 
$
6,077

 
$
5,645


Held-for-Sale Impairment: For the three and nine months ended September 30, 2019, the Company reassessed the real estate assets, held-for-sale, net and determined that the carrying value of one and three properties, respectively, exceeded the fair value less anticipated costs to sell. As a result, the Company recognized impairment losses and recorded accumulated impairment totaling approximately $0.3 million and $1.2 million for the three and nine months ended September 30, 2019, respectively. The fair value measurements were based on expected selling prices, less costs to sell. The significant inputs used to value these real estate investments fall within Level 3 for fair value reporting.

Held-for-Use Impairment: For the three and nine months ended September 30, 2019, the Company evaluated the recoverability of the carrying value of one and two Traditional Golf leased golf properties, respectively, using the income approach based on future assumptions of cash flows. Based on the analysis, the Company recorded impairment charges of $0.4 million and $3.6 million for the three and nine months ended September 30, 2019, respectively. 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.

Other Losses: For the three and nine months ended September 30, 2019, the Company recorded loss on disposals of $1.2 million and $1.3 million, respectively, primarily due to the Company's decision to discontinue certain software used at our Entertainment Golf venues.


27

DRIVE SHACK INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 2019
(dollars in tables in thousands, except share data)
 


16. SUBSEQUENT EVENTS

These Consolidated Financial Statements include a discussion of material events, if any, that have occurred subsequent to September 30, 2019 through the issuance of these Consolidated Financial Statements.

In October 2019, the Company consummated the sale of a public golf property in New Jersey for a sale price of $0.8 million.

In October 2019, the Company opened an Entertainment Golf venue in West Palm Beach, Florida.

In November 2019, the Company consummated the sale of two public golf properties in California for a total sale price of $18.3 million.

On November 11, 2019, the Company declared dividends of $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively, for the period beginning November 1, 2019 and ending January 31, 2020. Dividends totaling $1.4 million will be paid on January 31, 2020 to stockholders of record on January 2, 2020.













28



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is intended to help the reader understand the results of operations and financial condition of Drive Shack Inc., which is referred to, together with its subsidiaries as Drive Shack Inc. or the Company. The following should be read in conjunction with the unaudited Consolidated Financial Statements and notes thereto included herein, and with Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

GENERAL
The Company is a leading owner and operator of golf-related leisure and entertainment businesses. The Company, a Maryland corporation, was formed in 2002 and its common stock is traded on the NYSE under the symbol “DS.” We conduct our business through the following segments: (i) Entertainment Golf venues, (ii) Traditional Golf properties and (iii) corporate.

Business Overview

Entertainment Golf | Drive Shack

Drive Shack is an entertainment company that combines golf, competition, fun and food and drinks. In April 2018, we opened our inaugural venue in Orlando, Florida, and we are currently in the process of installing new technology and making other design and operational improvements to this first venue during a brief closure period that began on September 29, 2019 (with an expected re-opening date of December 2019). We opened our second, third and fourth Entertainment Golf venues in Raleigh, North Carolina; Richmond, Virginia and West Palm Beach, Florida in August 2019, September 2019 and October 2019, respectively. Drive Shack expects to increase the number of Entertainment Golf venues across the United States and internationally in the coming years, with each venue featuring multiple stories of hitting suites where friends, family, co-workers or complete strangers can compete in technologically-enhanced golf games. In addition to the large format venues, such as the four that the Company opened in 2018 and 2019, the Company also plans to open smaller venues in urban markets.

Traditional Golf | American Golf
American Golf (as defined below) is one of the largest operators of golf properties in the United States. As of September 30, 2019, we owned, leased or managed 62 properties across 10 states. American Golf and its dedicated employees are focused on delivering lasting experiences for our customers, including our more than 40,000 members, who played over 2.2 million rounds at our properties during the nine months ended September 30, 2019.
American Golf was acquired by the Company in December 2013, when the Company restructured an existing mezzanine debt investment related to NGP Realty Sub, L.P. and American Golf Corporation (together, “American Golf”). As part of the restructuring, the Company acquired the equity of American Golf’s indirect parent, AGC Mezzanine Pledge LLC. This business also includes Traditional Golf entities formed since the acquisition.
Traditional Golf operations are organized into three principal categories: (1) public properties, (2) private properties and (3) managed properties.
Public Properties.   Our 36 public properties generate revenues principally through daily green fees, golf cart rentals and food, beverage and merchandise sales.  Amenities at these properties generally include practice facilities and pro shops with food and beverage facilities.  In some cases, our public properties have small clubhouses with banquet facilities. In addition, The Players Club is a monthly membership program offered at most of our public properties, with membership benefits ranging from daily range access to ability to participate in golf clinics, in return for a monthly membership fee.
Private Properties.   Our five private properties are open to members only and generate revenues principally through initiation fees, membership dues, guest fees, and food, beverage and merchandise sales. Amenities at these properties typically include practice facilities, full service clubhouses with a pro shop, locker room facilities and multiple food and beverage outlets, including grills, restaurants and banquet facilities.
Managed Properties. Our 21 managed properties are properties that American Golf manages pursuant to a management agreement with the owner of each property.  We recognize revenue from these properties for management fees and the reimbursements of certain operating costs.

29



The following summarizes the American Golf properties and holes as of September 30, 2019:
agccoursesandholes93019v2a02.jpg

MARKET CONSIDERATIONS

Our ability to execute our business strategy, particularly the development of our Entertainment Golf business, depends to a degree on our ability to monetize our remaining investments, optimize our Traditional Golf business, including sales of certain owned properties, and obtain additional capital. We have substantially monetized the remaining loans and securities. We last raised capital through the equity markets in 2014, and rising interest rates or stock market volatility, among others, could impair our ability to raise capital on attractive terms.

Our ability to generate income is dependent on, among other factors, our ability to raise capital and finance properties on favorable terms, deploy capital on a timely basis at attractive returns, and exit properties at favorable yields. Market conditions outside of our control, such as interest rates, inflation, consumer discretionary spending and stock market volatility affect these objectives in a variety of ways.

Entertainment Golf Business

We opened our inaugural venue in Orlando, Florida in April 2018 and opened venues in Raleigh, North Carolina; Richmond, Virginia and West Palm Beach, Florida in August 2019, September 2019 and October 2019, respectively. We are in the construction and development phase for four additional sites in the United States, as well as in the process of exploring sites for additional Entertainment Golf venues in the United States and internationally. There is competition within the bid process, and land development and construction are subject to obtaining the necessary regulatory approvals. Delays in these processes could impact our business. In addition, similar to our Traditional Golf business, trends in consumer spending, as well as climate and weather patterns, could have an impact on the markets in which we currently or will in the future operate.
Traditional Golf Business

With respect to our Traditional Golf business, trends in consumer discretionary spending, as well as climate and weather patterns, have a significant impact on the markets in which we operate. Traditional Golf is generally subject to seasonal fluctuations caused by significant reductions in golf activities due to shorter days and colder temperatures in the first and fourth quarters of each year. Consequently, a significantly larger portion of our revenue from our Traditional Golf operations is earned in the second and third quarters of our fiscal year. In addition, severe weather patterns can also negatively impact our results of operations.

While consumer spending in the Traditional Golf industry has not grown in recent years, we believe improving economic conditions and improvements in local housing markets have helped and will continue to help drive membership growth and increase the number of golf rounds played. In addition, we believe growth in related industries, including leisure, fitness, and entertainment may positively impact our Traditional Golf business.


30




APPLICATION OF CRITICAL ACCOUNTING POLICIES

Management’s discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. 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. There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, except for those made in connection with the adoption of ASU 2016-02. See Note 2 in Part I, Item 1 “Financial Statements” for additional information.

Recent Accounting Pronouncements

See Note 2 in Part I, Item 1. “Financial Statements” for information about recent accounting pronouncements.


31



 
RESULTS OF OPERATIONS

The following tables summarize the changes in our results of operations for the three and nine months ended September 30, 2019 and 2018 (dollars in thousands):
 
Three Months Ended September 30,
 
Increase (Decrease)
 
2019
 
2018
 
Amount
 
%
Revenues
 
 
 
 
 
 
 
Golf operations (A)
$
60,797

 
$
68,928

 
$
(8,131
)
 
(11.8
)%
Sales of food and beverages
13,885

 
18,491

 
(4,606
)
 
(24.9
)%
Total revenues
74,682

 
87,419

 
(12,737
)
 
(14.6
)%
Operating costs
 
 
 
 
 
 
 
Operating expenses (A)
63,454

 
70,330

 
(6,876
)
 
(9.8
)%
Cost of sales - food and beverages
3,856

 
5,180

 
(1,324
)
 
(25.6
)%
General and administrative expense
12,755

 
10,149

 
2,606

 
25.7
 %
Depreciation and amortization
5,723

 
4,495

 
1,228

 
27.3
 %
Pre-opening costs
4,350

 
245

 
4,105

 
N.M.

Impairment and other losses
1,872

 
4,172

 
(2,300
)
 
(55.1
)%
Realized and unrealized loss on investments

 
48

 
(48
)
 
(100.0
)%
Total operating costs
92,010

 
94,619

 
(2,609
)
 
(2.8
)%
Operating loss
(17,328
)
 
(7,200
)
 
10,128

 
140.7
 %
Other income (expenses)
 
 
 
 
 
 
 
Interest and investment income
191

 
467

 
(276
)
 
(59.1
)%
Interest expense, net
(2,061
)
 
(4,290
)
 
(2,229
)
 
(52.0
)%
Other income (loss), net
7,341

 
(3,052
)
 
10,393

 
340.5
 %
Total other income (expenses)
5,471

 
(6,875
)
 
12,346

 
179.6
 %
Loss before income tax
$
(11,857
)
 
$
(14,075
)
 
$
(2,218
)
 
(15.8
)%

32



 
 
Nine Months Ended September 30,
 
Increase (Decrease)
 
 
2019
 
2018
 
Amount
 
%
Revenues
 
 
 
 
 
 
 
 
Golf operations (A)
 
$
162,889

 
$
191,632

 
$
(28,743
)
 
(15.0
)%
Sales of food and beverages
 
37,360

 
53,451

 
(16,091
)
 
(30.1
)%
Total revenues
 
200,249

 
245,083

 
(44,834
)
 
(18.3
)%
Operating costs
 
 
 
 
 
 
 
 
Operating expenses (A)
 
169,897

 
194,751

 
(24,854
)
 
(12.8
)%
Cost of sales - food and beverages
 
10,458

 
15,413

 
(4,955
)
 
(32.1
)%
General and administrative expense
 
37,981

 
29,611

 
8,370

 
28.3
 %
Depreciation and amortization
 
15,769

 
14,358

 
1,411

 
9.8
 %
Pre-opening costs
 
7,229

 
2,048

 
5,181

 
253.0
 %
Impairment and other losses
 
6,077

 
5,645

 
432

 
7.7
 %
Realized and unrealized (gain) on investments
 

 
(283
)
 
283

 
(100.0
)%
Total operating costs
 
247,411

 
261,543

 
(14,132
)
 
(5.4
)%
Operating loss
 
(47,162
)
 
(16,460
)
 
30,702

 
186.5
 %
Other income (expenses)
 
 
 
 
 
 
 
 
Interest and investment income
 
799

 
1,382

 
(583
)
 
(42.2
)%
Interest expense, net
 
(6,008
)
 
(12,940
)
 
(6,932
)
 
(53.6
)%
Other income (loss), net
 
12,955

 
(7,157
)
 
20,112

 
281.0
 %
Total other income (expenses)
 
7,746

 
(18,715
)
 
26,461

 
141.4
 %
Loss before income tax
 
$
(39,416
)
 
$
(35,175
)
 
$
4,241

 
12.1
 %
(A)
Includes $15.7 million and $38.5 million for the three and nine months ended September 30, 2019, respectively, and $7.4 million and $18.2 million for the three and nine months ended September 30, 2018, respectively, due to management contract reimbursements reported under the new revenue standard.

Revenues from Golf Operations

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

Revenues from golf operations decreased by $8.1 million primarily due to a decrease of (i) $18.6 million related to fewer Traditional Golf properties owned or operated in 2019, partially offset by increases of (ii) $9.1 million in revenues from management contracts, (iii) $0.6 million for Traditional Golf properties operating in both periods, primarily related to increases in The Players' Club revenues and memberships, and (iv) $0.7 million in our Entertainment Golf business due to the two new venues opened in 2019.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

Revenues from golf operations decreased by $28.7 million primarily due to decreases of: (i) $52.3 million related to fewer Traditional Golf properties owned or operated in 2019, and (ii) $2.1 million of greens fees and cart rental fees for Traditional Golf properties operating in both periods, primarily related to more rainfall in early 2019, partially offset by an increase of (iii) $22.7 million in revenues from management contracts, (iv) $1.5 million in related to increases in The Players' Club memberships, and (v) $1.2 million in our Entertainment Golf business due to a full year of operations at our Orlando venue and the two new venues opened in 2019.


33



Sales of Food and Beverages

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

Sales of food and beverages decreased by $4.6 million primarily due to decreases of: (i) $5.2 million due to fewer Traditional Golf properties owned or operated in 2019 and (ii) $0.8 million due to fewer events at our Traditional Golf properties, partially offset by an increase of $1.4 million in our Entertainment Golf business due to two new venues opened in 2019.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

Sales of food and beverages decreased by $16.1 million primarily due to decreases of: (i) $16.8 million due to fewer Traditional Golf properties owned or operated in 2019 and (ii) $1.6 million due to fewer events at our Traditional Golf properties, partially offset by an increase of (iii) $2.4 million in our Entertainment Golf business due to a full year of operations at our Orlando venue and two new venues opened in 2019.

Operating Expenses

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

Operating expenses decreased by $6.9 million primarily due to decreases of: (i) $17.8 million due to fewer Traditional Golf properties owned or operated in 2019, partially offset by increases of: (ii) $8.3 million in reimbursed expenses from management contracts, (iii) $1.2 million at Traditional Golf properties operating in both periods, primarily driven by increased payroll costs due to minimum wage increases, and (iv) $1.4 million in our Entertainment Golf business due to two new venues opened in 2019.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

Operating expenses decreased by $24.9 million primarily due to a decrease of: (i) $51.3 million due to fewer Traditional Golf properties owned or operated in 2019, partially offset by increases of: (ii) $20.2 million in reimbursed expenses from management contracts due to more courses managed in 2019, (iii) $2.4 million due to an insurance reimbursement received in 2018, and (iv) $3.2 million in our Entertainment Golf business due to a full year of operations at our Orlando venue and two new venues opened in 2019.

Cost of Sales - Food and Beverages

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

Cost of sales - food and beverages decreased by $1.3 million primarily due to a decrease of $1.7 million due to fewer Traditional Golf properties owned or operated in 2019, partially offset by an increase of $0.4 million in our Entertainment Golf Business due to two new venues opened in 2019.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

Cost of sales - food and beverages decreased by $5.0 million primarily due to a decrease of $5.5 million due to fewer Traditional Golf properties owned or operated in 2019, partially offset by an increase of $0.7 million in our Entertainment Golf Business due to a full year of operations at our Orlando venue and two new venues opened in 2019.
 
General and Administrative Expense (including Acquisition and Transaction Expense)

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

General and administrative expense increased by $2.6 million due to increases of: (i) $1.4 million of higher payroll expense primarily related to the hiring of employees in our Entertainment Golf and corporate segments and (ii) $1.3 million of expenses associated with Entertainment Golf sites that we are no longer pursuing.


34



Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

General and administrative expense increased by $8.4 million due to increases of: (i) $5.4 million of higher payroll expense primarily related to the hiring of employees in our Entertainment Golf and corporate segments, (ii) $1.4 million of higher travel and other related expenses as part of the development of the Entertainment Golf business, (iii) $1.3 million of expenses associated with Entertainment Golf sites that we are no longer pursuing, and (iv) $0.3 million of higher rent expense associated with the lease of our corporate office.

Depreciation and Amortization

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

Depreciation and amortization increased by $1.2 million due to depreciation on assets placed into service for our two new venues in Raleigh, North Carolina and Richmond, Virginia in August and September 2019, respectively, and an increase in finance leases for equipment.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

Depreciation and amortization increased by $1.4 million due to increases of: (i) $2.0 million in depreciation on assets placed into service for our Orlando venue in April 2018 and for our two new venues in Raleigh, North Carolina and Richmond, Virginia in August and September 2019, respectively, and (ii) $0.6 million due to additional finance leases for equipment, partially offset by a reduction in depreciation due to Traditional Golf properties that were sold and exited in 2018 and 2019.

Pre-Opening Costs

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

Pre-opening expenses increased by $4.1 million due to costs associated with the opening of three new Entertainment Golf venues in August, September and October 2019.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

Pre-opening expenses increased by $5.2 million primarily due to costs associated with the opening of three new Entertainment Golf venues in 2019 compared to one venue opening in 2018.

Impairment and Other Losses

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

During the three months ended September 30, 2019, we recorded impairment of $0.3 million on a Traditional Golf property that was classified as held-for-sale, $0.4 million on a leased Traditional Golf property and $1.2 million of losses on internally developed software as a result of the decision to discontinue certain software used at our Entertainment Golf venues. During the three months ended September 30, 2018, we recorded impairment on two Traditional Golf properties that were reclassified as held-for-sale in March 2018.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

During the nine months ended September 30, 2019, we recorded impairment of $1.3 million on three Traditional Golf properties that were classified as held-for-sale, $3.6 million on two leased Traditional Golf properties and $1.2 million of losses on internally developed software as a result of the decision to discontinue certain software used at our Entertainment Golf venues. During the nine months ended September 30, 2018, we recorded impairment on three Traditional Golf property that was reclassified as held-for-sale in March 2018.

Realized and Unrealized (Gain) on Investments

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

During the three months ended September 30, 2018, we recorded an unrealized gain on the mark-to-market value of a derivative, which was unwound in December 2018.

35






Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

During the nine months ended September 30, 2018, we recorded an unrealized gain on the mark-to-market value of a derivative, which was unwound in December 2018.

Interest and Investment Income

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

Interest and investment income decreased by $0.3 million primarily due to lower balances in interest bearing cash accounts.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

Interest and investment income decreased by $0.6 million primarily due to lower balances in interest bearing cash accounts.

Interest Expense, Net

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

Interest expense, net decreased by $2.2 million primarily due to a decrease in interest expense related to the Traditional Golf term loan which was prepaid in December 2018.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

Interest expense, net decreased by $6.9 million primarily due to (i) a decrease in interest expense related to the Traditional Golf term loan which was prepaid in December 2018, and (ii) an increase of interest expense capitalized into construction in progress balances associated with the opening of three Entertainment Golf venues in 2019.

Other Income (Loss), Net

Three months ended September 30, 2019 compared to the three months ended September 30, 2018

Other income (loss), net increased by $10.4 million primarily due to gain on the sale of a Traditional Golf property during 2019 and the disposal of assets in connection with a Traditional Golf lease termination during 2018.

Nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

Other income (loss), net increased by $20.1 million primarily due increases of: (i) $11.0 million gain on the sale of six Traditional Golf properties in 2019 compared to the sale of one property in 2018, (ii) $4.9 million settlement of a legal dispute on a Traditional Golf property in June 2018, and (iii) $4.3 million related to the disposal of assets in connection with Traditional Golf lease terminations during 2018.


36



 
LIQUIDITY AND CAPITAL RESOURCES

Overview
 
Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings and fund capital for our Entertainment and Traditional Golf businesses and other general business needs.

Our primary sources of funds for liquidity consist of cash on hand, sales or repayments of assets (including sales of our owned golf properties), and potential issuance of new debt or equity securities, when feasible. We have the ability to publicly or privately issue common stock, preferred stock, depository shares, debt securities and warrants, subject to market and other conditions.

Sources of Liquidity and Uses of Capital

As of the date of this filing, we believe we have sufficient assets, which include unrestricted cash, to satisfy all of our short-term recourse liabilities. Our junior subordinated notes payable are long-term obligations. With respect to the next 12 months, we expect that our cash on hand combined with our other primary sources of funds for liquidity will be sufficient to satisfy our anticipated liquidity needs with respect to our current portfolio, including related financings, capital expenditures for our Entertainment and Traditional Golf businesses, working capital needs and operating expenses. However, we may have additional cash requirements with respect to executing our strategic objectives for our Entertainment Golf business and incremental capital investments related to our Traditional Golf business. In addition to our available cash, we may elect to meet the cash requirements of these incremental investments through proceeds from the monetization of our assets or from additional borrowings, equity offerings or other means. While it is inherently more difficult to forecast beyond the next 12 months, we currently expect to meet our long-term liquidity requirements, specifically the repayment of our debt obligations and capital expenditures, through our cash on hand and, if needed, additional borrowings, proceeds from equity offerings and the sale or refinancing of our assets. We continually monitor market conditions for financing opportunities, and at any given time, we may enter into or pursue one or more of the transactions described above.
These short-term and long-term expectations are forward-looking and subject to a number of uncertainties and assumptions, which are described below under “–Factors That Could Impact Our Liquidity, Capital Resources and Capital Obligations” as well as Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. If our assumptions about our liquidity prove to be incorrect, we could be subject to a shortfall in liquidity in the future, and this shortfall may occur rapidly and with little or no notice, which would limit our ability to address the shortfall on a timely basis.

Cash flows provided by operations constitute a critical component of our liquidity. Essentially, our cash flows provided by operations is equal to (i) net cash flows received from our Entertainment and Traditional Golf Businesses, plus (ii) the net cash flows from our security investments, including principal and sales proceeds, less (iii) Entertainment and Traditional Golf operating expenses, management fees, professional fees, insurance and other expenses, less (iv) employee wage and benefit expenses, less (v) interest on the junior subordinated notes payable and less (vi) preferred dividends.

Our cash flows provided by operations differs from our net income (loss) due to these primary factors: (i) accretion of discount on our real estate securities and loans (including the accrual of interest payable at maturity), (ii) accretion of the golf membership deposit liabilities in interest expense, (iii) recognition of deferred revenue from initiation fee deposits, (iv) amortization of prepaid golf membership dues, (v) gains and losses from sales of assets, (vi) other-than-temporary impairment on our investments, as well as impairments of Traditional Golf properties, (vii) unrealized gains or losses on our investments, (viii) non-cash gains or losses associated with our early extinguishment of debt, (ix) non-cash gains on deconsolidation, and (x) depreciation and amortization on our assets.

The sources of our distributions are net cash provided by operating activities, net cash provided by investing activities and cash equivalents as they represent the return on our real estate debt investments and golf-related real estate and operations. The Company has paid preferred dividends of $4.2 million thus far in fiscal year 2019, and our board of directors elected not to declare common stock dividends in the first nine months of fiscal year 2019 to retain capital for growth. For the nine months ended September 30, 2019, the Company reported net cash used in operating activities of $29.7 million, net cash used in investing activities of $16.1 million, net cash used in financing activities of $8.1 million, and cash and cash equivalents of $24.8 million as of September 30, 2019. As a result of our revocation of REIT election, effective January 1, 2017, we are no longer subject to the distribution requirements applicable to REITs. The timing and amount of distributions are in the sole discretion of our board of directors, which considers our earnings, financial performance and condition, debt service obligations and applicable debt covenants, tax considerations, as well as capital expenditure requirements, business prospects and other factors that our board of directors may deem relevant from time to time. 

37




Update on Liquidity, Capital Resources and Capital Obligations

Cash – As of September 30, 2019, we had $24.8 million of available cash, including $4.0 million of working capital for the Traditional Golf business. On July 30, 2019, we declared a quarterly preferred dividend of $1.4 million which was paid on October 31, 2019.

Short-term liquidity requirements – As of September 30, 2019, we expect our short-term liquidity requirements to include a total of approximately $40.0 to $50.0 million for both our Drive Shack venues and Traditional Golf properties.

Our liquidity, available capital resources and capital obligations could change rapidly due to a variety of factors, many of which are beyond our control. Set forth below is a discussion of some of the factors that could impact our liquidity, available capital resources and capital obligations.

Factors That Could Impact Our Liquidity, Capital Resources and Capital Obligations

We refer readers to our discussions in other sections of this report for the following information:
 
For a further discussion of recent trends and events affecting our liquidity, see “– Market Considerations” above;
As described above, under “- Sources of Liquidity and Uses of Capital,” we may be subject to capital obligations associated with our Entertainment and Traditional Golf businesses;
Our debt obligations are also subject to refinancing risk upon the maturity of the related debt. See “– Debt Obligations” below; and
For a further discussion of a number of risks that could affect our liquidity, access to capital resources and our capital obligations, see Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

In addition to the information referenced above, the following factors could affect our liquidity, access to capital resources and our capital obligations related to our Entertainment and Traditional Golf businesses. As such, if their outcomes do not fall within our expectations, changes in these factors could negatively affect our liquidity.

Access to Financing from Counterparties – Decisions by investors, counterparties and lenders to enter into transactions with us will depend upon a number of factors, such as our historical and projected financial performance, industry and market trends, the availability of capital and our investors’, counterparties’ and lenders’ policies and rates applicable thereto, and the relative attractiveness of alternative investment or lending opportunities.
Impact of Expected Repayment or Forecasted Sale on Cash Flows – The timing of and proceeds from the sale of certain assets may be different than expected or may not occur as expected. Proceeds from sales of assets in the current illiquid market environment are unpredictable and may vary materially from their estimated fair value and their carrying value.
Impact of Unexpected Costs, Cost Increases and Delayed Opening of our Entertainment Golf Venues on Cash Flows – There may be unforeseen or higher than expected construction and development costs and the opening of new venues may be later than expected. These additional expenses and timing of opening may vary materially from our estimates.
Performance of the Entertainment and Traditional Golf businesses - Current and future liquidity is greatly dependent upon our operating results, which are driven largely by overall economic conditions and can fluctuate significantly from quarter to quarter as a result of seasonal factors and discretionary consumer spending. We expect that economic and environmental conditions and changes in regulatory legislation will continue to exert pressure on both supplier pricing and consumer spending related to entertainment and dining alternatives. Although there is no assurance that our cost of products will remain stable or that federal, state or local minimum wage rates will not increase beyond amounts currently legislated, the effects of any supplier price increases or wage rate increases are expected to be partially offset by selected price increases where competitively appropriate.


38



Debt Obligations
 
Our debt obligations including finance lease obligations, as summarized in Note 8 to our Consolidated Financial Statements included herein, existing at September 30, 2019 had contractual maturities as follows (in thousands):
 
Nonrecourse
 
Recourse
 
Total
Period from October 1, 2019 through December 31, 2019
$
1,691

 
$

 
$
1,691

2020
6,112

 

 
6,112

2021
5,020

 

 
5,020

2022
3,700

 

 
3,700

2023
2,880

 

 
2,880

2024
1,016

 

 
1,016

Thereafter
200

 
51,004

 
51,204

Total
$
20,619

 
$
51,004

 
$
71,623


Equity
 
Preferred Stock Dividends Paid
 
 
 
 
Amount Per Share
Declared for the three months ended
 
Paid
 
Series B
 
Series C
 
Series D
January 31, 2019
 
January 2019
 
$
0.609

 
$
0.503

 
$
0.523

April 30, 2019
 
April 2019
 
$
0.609

 
$
0.503

 
$
0.523

July 31, 2019
 
July 2019
 
$
0.609

 
$
0.503

 
$
0.523

October 31, 2019
 
October 2019
 
$
0.609

 
$
0.503

 
$
0.523



Cash Flow

Operating Activities

Net cash used in operating activities was $29.7 million for the nine months ended September 30, 2019 and $22.1 million for the nine months ended September 30, 2018. Changes in operating cash flow activities are described below:

Operating cash flows increased by:
$3.3 million due to increased revenue from additional Traditional Golf managed properties and reduced operating expenses from the sale of Traditional Golf properties;
$1.8 million due to management fees paid in 2018 that were incurred in 2017 when the Company was externally managed; and
$0.4 million in operating cash flows primarily due to the opening of Entertainment Golf venues in Raleigh, North Carolina and Richmond, Virginia.

Operating cash flows decreased by:
$8.9 million of payroll costs primarily due to increased headcount and bonuses paid in 2019 that were incurred in 2018; and
$3.8 million of general and administrative expenses due to increased professional fees primarily due to the development of the Entertainment Golf business; and
$0.5 million due to lower interest income as a result of lower average balances held in interest bearing accounts.

Investing Activities

Investing activities used $16.1 million and $41.6 million during the nine months ended September 30, 2019 and 2018, respectively. Uses of cash flow from investing activities consisted primarily of investments made in Entertainment Golf venues and Traditional Golf properties. Proceeds received from cash flows from investing activities consisted primarily of sale of property and equipment.



39






Financing Activities

Financing activities used $8.1 million and $5.4 million during the nine months ended September 30, 2019 and 2018, respectively. Proceeds received from cash flow from financing activities consisted primarily of deposits received on golf memberships. Uses of cash flow from financing activities included the repayment of debt obligations and the payment of preferred dividends.

Off-Balance Sheet Arrangements

There have been no significant changes to our off-balance sheet arrangements as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

CONTRACTUAL OBLIGATIONS

During the nine months ended September 30, 2019, we had all of the material contractual obligations referred to in our annual report on Form 10-K for the year ended December 31, 2018. In addition, we had the following material contractual obligation:

In March 2019, we commenced a lease for office space in New York, New York for a term of seven years.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Market risk is the exposure to loss resulting from changes in interest rates, credit spreads, foreign currency exchange rates, commodity prices and equity prices. We substantially exited our real estate related debt positions, which significantly reduced our market risk exposure related to interest rate risk, credit spread risk and credit risk. We are also exposed to inflationary factors in our business.

There have been no material changes to our exposure to market risks as described in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

ITEM 4. CONTROLS AND PROCEDURES
 
(a)
Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and completely. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

(b)
Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


40



PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings
 
We are and may become involved in legal proceedings, including but not limited to regulatory investigations and inquiries, in the ordinary course of our business. Although we are unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in the opinion of management, we do not expect our current or threatened legal proceedings to have a material adverse effect on our business, financial position or results of operations. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on our business, financial position or results of operations.

Item 1A. Risk Factors
 
There have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
 
 
 
 
 
 
 
 
Item 3.  Defaults upon Senior Securities
 
None. 

Item 4.  Mine Safety Disclosures
 
None. 

Item 5.  Other Information
 
On November 11, 2019, the board of directors designated Ms. Hana Khouri, age 36, as Chief Executive Officer (in addition to her role as President), replacing Mr. Kenneth A. May, who retired on such date as Chief Executive Officer. Mr. May also resigned from the Board, effective immediately, and accordingly, the Board decreased the size of the Board to six members. In connection with his departure, the Company expects to enter into a customary separation and release agreement, the material terms of which have been agreed upon in principle (subject to certain statutory revocation rights) as of the date of this Quarterly Report.

Prior to joining the Company in August 2019, Ms. Khouri served as Chief of Staff to the Chief Executive Officer of New Fortress Energy. From July 2013 through July 2018, Ms. Khouri held various positions at Topgolf, a golf-themed entertainment company based in Dallas, Texas, including, immediately prior to her departure, International Director of Operations. Prior to serving in that role, she also served as National Director of Operations, National Director of Site Openings and Director of Operations.

There is no arrangement, understanding or family relationship between Ms. Khouri and any other person pursuant to which she was appointed as an officer of the Company. Ms. Khouri has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


41



Item 6. Exhibits
 
Exhibit Number
Exhibit Description
 
 
 
 
Separation and Distribution Agreement dated April 26, 2013, between New Residential Investment Corp. and the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, Exhibit 2.1, filed on May 3, 2013).
 
 
 
 
Separation and Distribution Agreement dated October 16, 2014, between New Senior Investment Group Inc. and the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, Exhibit 2.2, filed on November 5, 2014).
 
 
 
 
Articles of Restatement (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.2, filed on December 8, 2016).
 
 
 
 
Articles Supplementary relating to the Series B Preferred Stock (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, Exhibit 3.3, filed on May 13, 2003).
 
 
 
 
Articles Supplementary relating to the Series C Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.3, filed on October 25, 2005).
 
 
 
 
Articles Supplementary relating to the Series D Preferred Stock (incorporated by reference to the Registrant’s Report on Form 8-A, Exhibit 3.1, filed on March 14, 2007).
 
 
 
 
Articles Supplementary of Series E Junior Participating Preferred Stock (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 3.5, filed on March 2, 2017).
 
 
 
 
Amended and Restated By-laws (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.4, filed on December 8, 2016).
 
 
 
 
Junior Subordinated Indenture between Newcastle Investment Corp. and The Bank of New York Mellon Trust Company, National Association, dated April 30, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 4.1, filed on May 4, 2009).
 
 
 
 
Pledge and Security Agreement between Newcastle Investment Corp. and The Bank of New York Mellon Trust Company, National Association, as trustee, dated April 30, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 4.2, filed on May 4, 2009).
 
 
 
 
Pledge, Security Agreement and Account Control Agreement among Newcastle Investment Corp., NIC TP LLC, as pledgor, and The Bank of New York Mellon Trust Company, National Association, as bank and trustee, dated April 30, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8- K, Exhibit 4.3, filed on May 4, 2009).
 
 
 
 
Tax Benefits Preservation Plan, dated as of December 7, 2016, between Newcastle Investment Corp. and American Stock Transfer & Trust Company, LLC (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 4.1, filed on December 8, 2016).
 
 
 
 
Tax Benefits Preservation Plan, dated as of December 6, 2017, between Drive Shack Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 4.1, filed on December 6, 2017).
 
 
 
 
Tax Benefits Preservation Plan, dated as of December 5, 2018, between Drive Shack Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 4.1, filed on December 6, 2018).
 
 
 
 
Termination and Cooperation Agreement, dated December 21, 2017, by and between Drive Shack Inc. and FIG
LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.1, filed on December
21, 2017).
 
 
 
 
Transition Services Agreement, dated December 21, 2017, by and between Drive Shack Inc. and FIG LLC
(incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.2, filed on December 21,
2017).
 
 
 
 
Letter Agreement, dated December 21, 2017, by and between Drive Shack Inc. and Sarah L. Watterson (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.3, filed on December 21, 2017).

42



 
Exhibit Number
Exhibit Description
 
 
 
 
 
 
 
Amendment to the Letter Agreement dated December 21, 2017, by and between Drive Shack Inc. and Sarah L. Watterson (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, Exhibit 10.4, filed on May 10, 2019).
 
 
 
 
Letter Agreement, dated December 21, 2017, by and between Drive Shack Inc. and Lawrence A. Goodfield, Jr.
(incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.4, filed on December 21,
2017).
 
 
 
 
Letter Agreement, dated December 21, 2017, by and between Drive Shack Inc. and Sara A. Yakin (incorporated
by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.5, filed on December 21, 2017).
 
 
 
 
Letter Agreement, dated November 7, 2018, by and between Drive Shack Inc. and Kenneth A. May (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.6, filed on March 15, 2019).
 
 
 
 
Letter Agreement, dated November 7, 2018, by and between Drive Shack Inc. and David M. Hammarley (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.7, filed on March 15, 2019).
 
 
 
 
2012 Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan, adopted as of May 7, 2012 (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.3, filed on February 28, 2013).
 
 
 
 
Amended and Restated 2014 Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan, adopted as of November 3, 2014 (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.5, filed on March 2, 2015).
 
 
 
 
2015 Newcastle Investment Corp. Nonqualified Option and Incentive Award Plan, adopted as of April 16, 2015 (incorporated by reference to Annex A of the Registrant’s definitive proxy statement for the 2015 annual meeting of stockholders filed on April 17, 2015).
 
 
 
 
2016 Newcastle Investment Corp. Nonqualified Option and Incentive Award Plan (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 10.1, filed on May 19, 2016).
 
 
 
 
2017 Drive Shack Inc. Nonqualified Option and Incentive Award Plan (incorporated by reference to the Registrant's definitive proxy statement for the 2017 annual meeting of stockholders, filed on April 13, 2017).
 
 
 
 
Drive Shack Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Annex A of the Registrant's definitive proxy statement for the 2018 annual meeting of stockholders filed on April 13, 2018).
 
 
 
 
Exchange Agreement between Newcastle Investment Corp. and Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding V, Ltd., Taberna Preferred Funding VI, Ltd. And Taberna Preferred Funding VII, Ltd., dated April 30, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.1, filed on May 4, 2009).
 
 
 
 
Exchange Agreement, dated as of January 29, 2010, by and among Newcastle Investment Corp., Taberna Capital Management, LLC, Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding V, Ltd., Taberna Preferred Funding VI, Ltd. And Taberna Preferred Funding VII, Ltd. (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.1, filed on February 1, 2010).
 
 
 
 
Form of Indemnification Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, Exhibit 10.19, filed on August 8, 2014).
 
 
 
 
Form of Drive Shack Inc. 2018 Omnibus Incentive Plan Director Restricted Stock Unit Award Agreement (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, Exhibit 10.15, filed on November 9, 2018).
 
 
 
 
Non-Qualified Stock Option Award Agreement dated November 12, 2018, by and between Drive Shack Inc. and
Kenneth A. May (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.18, filed on March 15, 2019).
 
 
 
 
Incentive Stock Option Award Agreement dated November 12, 2018, by and between Drive Shack Inc. and Kenneth A. May (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.19, filed on March 15, 2019).

43



 
Exhibit Number
Exhibit Description
 
 
 
 
 
 
 
Non-Qualified Stock Option Award Agreement dated November 12, 2018, by and between Drive Shack Inc. and
David M. Hammarley (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.20, filed on March 15, 2019).
 
 
 
 
Form of Drive Shack Inc. 2018 Omnibus Incentive Plan Executive Non-Qualified Stock Option Award Agreement (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, Exhibit 10.22, filed on May 10, 2019).
 
 
 
 
Form of Drive Shack Inc. 2018 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, Exhibit 10.23, filed on August 6, 2019).
 
 
 
 
Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
101.INS
XBRL Instance Document.
 
 
 
 
101.SCH
XBRL Taxonomy Extension Schema Document.
 
 
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
* Management contract or compensatory plan or arrangement.



44



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:

 
DRIVE SHACK INC.
 
 
 
By:
/s/ Hana Khouri
 
Hana Khouri
 
Chief Executive Officer and President
 
 
 
 
November 12, 2019
 
 
 
 
By:
/s/ David M. Hammarley
 
David M. Hammarley
 
Chief Financial Officer
 
 
 
 
November 12, 2019
 
 
 
 
By:
/s/ Lawrence A. Goodfield, Jr.
 
Lawrence A. Goodfield, Jr.
 
Chief Accounting Officer and Treasurer
 
 
 
November 12, 2019


45