Drive Shack Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2016

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table summarizes the carrying values and estimated fair values of Drive Shack Inc.’s financial instruments at December 31, 2016 and 2015:



	December 31, 2016					December 31, 2015
	Carrying Value		Estimated Fair Value		Fair Value Method (A)	Carrying Value		Estimated Fair Value
Assets
Real estate securities, available-for-sale	$	1,950	$	1,950	Broker/counterparty quotations, pricing services, pricing models	$	59,034	$	59,034
Real estate securities, pledged as collateral	627,304		627,304		Broker/counterparty quotations, pricing services	105,963		105,963
Real estate related and other loans, held-for-sale, net	55,612		61,144		Pricing models, broker/counterparty quotations, pricing services	149,198		165,270
Residential mortgage loans, held-for-sale, net (B)	231		249		Broker/counterparty quotations, pricing models	532		569
Subprime mortgage loans subject to call option (C)	—		—		(C)	380,806		380,806
Restricted cash	6,404		6,404			4,469		4,469
Cash and cash equivalents	140,140		140,140			45,651		45,651
Non-hedge derivative assets (D)	856		856		Counterparty quotations, pricing services	127		127

Liabilities
CDO bonds payable (E)	$	—	$	—	Pricing models	$	92,933	$	15,193
Other bonds and notes payable (E)	—		—		Pricing models	16,162		16,620
Repurchase agreements	600,964		600,964		Counterparty quotations, market comparables	418,458		418,625
Credit facilities and obligations under capital leases	115,284		115,284		Pricing models	11,258		11,258
Financing of subprime mortgage loans subject to call option (C)	—		—		(C)	380,806		380,806
Junior subordinated notes payable	51,217		26,756		Pricing models	51,225		24,649
Non-hedge derivative liabilities (D)	—		—		Counterparty quotations, pricing services	684		684

(A)

Methods are listed in order of priority. In the case of real estate securities and real estate related and other loans, broker quotations are obtained if available and practicable, otherwise counterparty quotations or pricing service valuations are obtained or, finally, internal pricing models are used. Internal pricing models are only used for (i) securities and loans 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) loans or debt obligations which are private and untraded.


(B)	Residential mortgage loans held-for-sale, net is recorded in receivables and other assets on the Consolidated Balance Sheets.


(C)	Represents an option, not an obligation, to repurchase loans from Drive Shack Inc.’s subprime mortgage loan securitizations (Note 6).


(D)	Represents derivative assets and liabilities including interest rate swaps and TBA forward contracts (Note 9).

(E)

Drive Shack Inc. notes that the unrealized gain on the liabilities within such structures cannot be fully realized. Assets held within CDOs and other non- recourse structures are generally not available to satisfy obligations outside of such financings, except to the extent Drive Shack Inc. receives net cash flow distributions from such structures. Furthermore, creditors or beneficial interest holders of these structures have no recourse to the general credit of Drive Shack Inc. Therefore, Drive Shack Inc.’s exposure to the economic losses from such structures is limited to its invested equity in them and economically their book value cannot be less than zero. As a result, the fair value of Drive Shack Inc.’s net investments in these non-recourse financing structures is equal to the present value of their expected future net cash flows.

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). Drive Shack Inc. 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 and 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. Level 3 assets and liabilities include financial instruments whose value is determined using non-binding market quotations, pricing models, discounted cash flow methodologies, or similar techniques where significant inputs are unobservable, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Fair value may be based upon broker quotations, counterparty quotations or pricing services quotations, which provide valuation estimates based upon reasonable market order indications or management's good faith estimate, and are subject to significant variability based on market conditions, such as interest rates, credit spreads and market liquidity. A significant portion of Drive Shack Inc.’s loans, securities and debt obligations are currently not traded in active markets and therefore have little or no price transparency. As a result, Drive Shack Inc. has estimated the fair value of these illiquid instruments based on internal pricing models or quotations subject to Drive Shack Inc.'s controls described below.

Drive Shack Inc. 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, Drive Shack Inc.’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 Drive Shack Inc.’s internal pricing models, Drive Shack Inc.’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. Drive Shack Inc. 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 methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. For Drive Shack Inc.’s investments in real estate securities, real estate related and other loans and residential mortgage loans categorized within Level 3 of the fair value hierarchy, the significant unobservable inputs include the discount rates, assumptions relating to prepayments, default rates and loss severities. Significant increases (decreases) in any of the discount rates, default rates or loss severities in isolation would result in a significantly lower (higher) fair value measurement. The impact of changes in prepayment speeds would have differing impacts on fair value, depending on the seniority of the investment. Generally, a change in the default assumption is accompanied by directionally similar changes in the assumptions used for the loss severity and the prepayment speed.

Recurring Fair Value Measurements - Real Estate Securities and Derivatives

The following table summarizes financial assets and liabilities measured at fair value on a recurring basis at December 31, 2016:



			Fair Value
	Carrying Value		Level 2		Level 3				Total
			Market Quotations (Observable)		Market Quotations (Unobservable)		Internal Pricing Models
Assets:
Real estate securities, available for sale:
ABS- Non-Agency RMBS	$	1,950	$	—	$	—	$	1,950	$	1,950
Real estate securities, available for sale total	$	1,950	$	—	$	—	$	1,950	$	1,950

Real estate securities, pledged as collateral:
FNMA/FHLMC	$	627,304	$	627,304	$	—	$	—	$	627,304
Real estate securities, pledged as collateral	$	627,304	$	627,304	$	—	$	—	$	627,304

Derivative assets:
Interest rate cap, not treated as hedge	$	371	$	371	$	—	$	—	$	371
TBAs, not treated as hedges	485		485		—		—		485
Derivative assets total	$	856	$	856	$	—	$	—	$	856

Significant Unobservable Inputs

The following table provides quantitative information regarding the significant unobservable inputs used by Drive Shack Inc. for assets and liabilities measured at fair value on a recurring basis as of December 31, 2016. This table excludes inputs used to measure fair value that are not developed by Drive Shack Inc., such as broker prices and other third-party pricing service valuations.



					Weighted Average Significant Input
Asset Type	Amortized Cost Basis		Fair Value		Discount Rate		Prepayment Speed		Cumulative Default Rate		Loss Severity
ABS - Non-Agency RMBS	$	782	$	1,950	12.0	%	3.9	%	5.1	%	64.2	%
Total	$	782	$	1,950

All of the inputs used have some degree of market observability, based on Drive Shack Inc.’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 (e.g., CMBS projections are developed differently than home equity ABS projections) but conform to industry conventions. Drive Shack Inc. uses assumptions that generate its best estimate of future cash flows of each respective security.

The prepayment speed vector specifies the percentage of the collateral balance that is expected to voluntarily pay off at each point in the future. The prepayment speed vector is based on projections from a widely published investment bank model, which considers factors such as collateral FICO score, loan-to-value ratio, debt-to-income ratio, and vintage on a loan level basis. This vector is scaled up or down to match recent collateral-specific prepayment experience, as obtained from remittance reports and market data services.

Loss severities are based on recent collateral-specific experience with additional consideration given to collateral characteristics. Collateral age is taken into consideration because severities tend to initially increase with collateral age before eventually stabilizing. Drive Shack Inc. typically uses projected severities that are higher than the historic experience for collateral that is relatively new to account for this effect. Collateral characteristics such as loan size, lien position, and location (state) also affect loss severity. Drive Shack Inc. considers whether a collateral pool has experienced a significant change in its composition with respect to these factors when assigning severity projections.

Default rates are determined from the current “pipeline” of loans that are more than 90 days delinquent, in foreclosure, or are REO. These significantly delinquent loans determine the first 24 months of the default vector. Beyond month 24, the cumulative default vector transitions to a steady-state value that is generally equal to or greater than that given by the widely published investment bank model.

The discount rates Drive Shack Inc. uses are derived from a range of observable pricing on securities backed by similar collateral and offered in a live market. As the markets in which Drive Shack Inc. transacts have become less liquid, Drive Shack Inc. has had to rely on fewer data points in this analysis.

Drive Shack Inc.’s investments in instruments measured at fair value on a recurring basis using Level 3 inputs changed as follows:



	Level 3 Assets
	CMBS			ABS - Non-Agency RMBS			Equity/Other Securities			Total

Balance at December 31, 2014	$	178,763		$	45,035		$	7,956		$	231,754
Transfers
Transfer into Level 3	—			—			367			367
Total gains (losses) (A)
Included in net income (B)	12,038			14,826			(367		)	26,497
Included in other comprehensive income (loss)	(18,797		)	(12,933		)	1,775			(29,955		)
Amortization included in interest income	6,866			2,849			—			9,715
Purchases, sales and settlements
Purchases	—			—			—			—
Proceeds from sales	(102,607		)	(37,582		)	—			(140,189		)
Proceeds from repayments	(36,579		)	(2,576		)	—			(39,155		)
Balance at December 31, 2015	$	39,684		$	9,619		$	9,731		$	59,034
CDO VI deconsolidation	(37,179		)	(6,710		)	—			(43,889		)
Total gains (losses) (A)
Included in net income (B)	(108		)	3			11,232			11,127
Included in other comprehensive income (loss)	(658		)	(1,015		)	(9,731		)	(11,404		)
Amortization included in interest income	879			278			—			1,157
Purchases, sales and settlements
Purchases	—			—			—			—
Proceeds from sales	(2		)	(3		)	(11,232		)	(11,237		)
Proceeds from repayments	(2,616		)	(222		)	—			(2,838		)
Balance at December 31, 2016	$	—		$	1,950		$	—		$	1,950


(A)	None of the gains (losses) recorded in earnings during the periods is attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting dates.


(B)	These gains (losses) are recorded in the following line items in the Consolidated Statements of Operations:



	Year Ended December 31,
	2016			2015
Realized/unrealized gain on investments	$	11,237		$	28,854
Impairment (reversal)	(110		)	(2,357		)
Total	$	11,127		$	26,497
Realized/unrealized gain on investments, net, from investments transferred into Level 3 during the period	$	—		$	—

Non Recurring Fair Value Measurements - Loans

Loans which Drive Shack Inc. does not have the ability or intent to hold into the foreseeable future are classified as held-for-sale. Held-for-sale loans are carried at the lower of amortized cost or fair value and are therefore recorded at fair value on a non-recurring basis. These loans were written down to fair value at the time of the impairment, based on broker quotations, pricing service quotations or internal pricing models. All the loans were within Level 3 of the fair value hierarchy. For real estate related and other loans, the most significant inputs used in the valuations are the amount and timing of expected future cash flows, market yields and the estimated collateral value of such loan investments.

The following tables summarize certain information for real estate related and other loans as of December 31, 2016:



					Significant Input
					Range		Weighted Average
Loan Type	Carrying Value		Fair Value		Discount Rate	Loss Severity	Discount Rate		Loss Severity
Corporate Loans	$	55,612	$	61,144	0.0% - 22.5%	0.0% - 100.0%	22.5	%	49.3	%
Total Real Estate Related and Other Loans Held for Sale, Net (A)	$	55,612	$	61,144


(A)	Excludes $17.8 million face amount of mezzanine loans which have a zero carrying value.

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

Repurchase agreements	Level 2	Valuation technique is based on market comparables. Significant variables include:
		•	Amount and timing of expected future cash flows
		•	Interest rates
		•	Collateral funding spreads

Golf credit facilities	Level 3	Valuation technique is based on discounted cash flows. Significant inputs include:
		•	Amount and timing of expected future cash flows
		•	Interest rates
		•	Market yields

Junior subordinated notes payable	Level 3	Valuation technique is based on discounted cash flows. Significant inputs include:
		•	Amount and timing of expected future cash flows
		•	Interest rates
		•	Market yields and the credit spread of Drive Shack Inc.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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