| SEGMENT REPORTING |
SEGMENT REPORTING
The Company currently has three reportable segments: (i) Entertainment Golf venues, (ii) Traditional Golf properties and (iii) corporate. The chief operating decision maker (“CODM”) for each segment is 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).
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 |
) |
Summary segment financial data (continued).
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|
|
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|
Entertainment Golf |
|
Traditional Golf |
|
Corporate |
|
Total |
Three Months Ended September 30, 2019 |
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|
|
|
|
|
|
|
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 |
|
Summary segment financial data (continued).
|
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|
|
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|
|
|
|
|
|
|
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 |
) |
Summary segment financial data (continued).
|
|
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|
|
|
|
|
|
|
|
|
|
|
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.
|
|