ITEM 1. FINANCIAL STATEMENTS
DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
| | | | | | | | | | | |
| (unaudited) | | |
| June 30, 2022 | | December 31, 2021 |
| Assets | | | |
| Current assets | | | |
| Cash and cash equivalents | $ | 22,685 | | | $ | 58,286 | |
| Restricted cash | 4,143 | | | 3,480 | |
| Accounts receivable, net | 5,730 | | | 5,563 | |
| | | |
| Real estate securities, available-for-sale | 2,846 | | | 3,486 | |
| Other current assets | 30,599 | | | 30,034 | |
| Total current assets | 66,003 | | | 100,849 | |
| Restricted cash, noncurrent | 216 | | | 798 | |
| Property and equipment, net of accumulated depreciation | 181,126 | | | 179,260 | |
| Operating lease right-of-use assets | 191,848 | | | 181,915 | |
| Intangibles, net of accumulated amortization | 13,106 | | | 13,430 | |
| | | |
| Other assets | 5,739 | | | 6,538 | |
| Total assets | $ | 458,038 | | | $ | 482,790 | |
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| Liabilities and Equity | | | |
| Current liabilities | | | |
| Obligations under finance leases | $ | 5,023 | | | $ | 5,400 | |
| Membership deposit liabilities | 20,905 | | | 18,039 | |
| Accounts payable and accrued expenses | 34,776 | | | 34,469 | |
| Deferred revenue | 17,018 | | | 26,301 | |
| | | |
| Other current liabilities | 27,733 | | | 26,524 | |
| Total current liabilities | 105,455 | | | 110,733 | |
| Credit facilities and obligations under finance leases - noncurrent | 7,875 | | | 9,075 | |
| Operating lease liabilities - noncurrent | 176,458 | | | 166,031 | |
| Junior subordinated notes payable | 51,169 | | | 51,174 | |
| Membership deposit liabilities, noncurrent | 105,122 | | | 104,430 | |
| Deferred revenue, noncurrent | 12,165 | | | 10,005 | |
| Other liabilities | 2,793 | | | 1,487 | |
| Total liabilities | $ | 461,037 | | | $ | 452,935 | |
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| 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 June 30, 2022 and December 31, 2021 | $ | 61,583 | | | $ | 61,583 | |
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 92,385,019 and 92,093,425 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively. | 924 | | | 921 | |
| Additional paid-in capital | 3,232,324 | | | 3,233,608 | |
| Accumulated deficit | (3,300,065) | | | (3,268,876) | |
| Accumulated other comprehensive income | 170 | | | 1,163 | |
| Total equity of the company | $ | (5,064) | | | $ | 28,399 | |
| Noncontrolling interest | 2,065 | | | 1,456 | |
| Total equity (deficit) | $ | (2,999) | | | $ | 29,855 | |
| Total liabilities and equity | $ | 458,038 | | | $ | 482,790 | |
See notes to Consolidated Financial Statements.
DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(Dollars in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| Revenues | | | | | | | |
| Golf operations | $ | 67,577 | | | $ | 61,750 | | | $ | 122,861 | | | $ | 114,912 | |
| Sales of food and beverages | 19,112 | | | 12,129 | | | 32,810 | | | 20,059 | |
| Total revenues | 86,689 | | | 73,879 | | | 155,671 | | | 134,971 | |
| | | | | | | |
| Operating costs | | | | | | | |
| Operating expenses | 65,473 | | | 55,635 | | | 120,613 | | | 104,504 | |
| Cost of sales - food and beverages | 5,788 | | | 3,151 | | | 9,149 | | | 5,255 | |
| General and administrative expense | 11,558 | | | 8,028 | | | 20,622 | | | 16,012 | |
| Depreciation and amortization | 6,132 | | | 5,784 | | | 12,325 | | | 12,029 | |
| Pre-opening costs | 1,938 | | | 789 | | | 2,685 | | | 1,345 | |
| (Gain) loss on lease terminations and impairment | 2,161 | | | (561) | | | 15,032 | | | 2,648 | |
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| Total operating costs | 93,050 | | | 72,826 | | | 180,426 | | | 141,793 | |
| Operating income (loss) | (6,361) | | | 1,053 | | | (24,755) | | | (6,822) | |
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| Other income (expenses) | | | | | | | |
| Interest and investment income | 216 | | | 159 | | | 416 | | | 312 | |
| Interest expense, net | (3,547) | | | (2,713) | | | (6,194) | | | (5,339) | |
| Other income (loss), net | 993 | | | (18) | | | 3,640 | | | (79) | |
| Total other income (expenses) | (2,338) | | | (2,572) | | | (2,138) | | | (5,106) | |
| Loss before income tax | (8,699) | | | (1,519) | | | (26,893) | | | (11,928) | |
| Income tax expense | 868 | | | 450 | | | 1,589 | | | 945 | |
| Consolidated net loss | (9,567) | | | (1,969) | | | (28,482) | | | (12,873) | |
| Less: net loss attributable to noncontrolling interest | (134) | | | — | | | (81) | | | — | |
| Net loss attributable to the Company | (9,433) | | | (1,969) | | | (28,401) | | | (12,873) | |
| Preferred dividends | (1,395) | | | (1,395) | | | (2,790) | | | (2,790) | |
| Loss applicable to common stockholders | $ | (10,828) | | | $ | (3,364) | | | $ | (31,191) | | | $ | (15,663) | |
| | | | | | | |
| Loss applicable to common stock, per share | | | | | | | |
| Basic | $ | (0.12) | | | $ | (0.04) | | | $ | (0.34) | | | $ | (0.18) | |
| Diluted | $ | (0.12) | | | $ | (0.04) | | | $ | (0.34) | | | $ | (0.18) | |
| | | | | | | |
| Weighted average number of shares of common stock outstanding | | | | | | | |
| Basic | 92,378,928 | | | 92,065,615 | | | 92,316,851 | | | 87,338,509 | |
| Diluted | 92,378,928 | | | 92,065,615 | | | 92,316,851 | | | 87,338,509 | |
See notes to Consolidated Financial Statements.
DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited)
(Dollars in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| Net loss | $ | (9,567) | | | $ | (1,969) | | | $ | (28,482) | | | $ | (12,873) | |
| Other comprehensive loss: | | | | | | | |
| Net unrealized gain (loss) on available-for-sale securities | (993) | | | (66) | | | (993) | | | (142) | |
| Other comprehensive gain (loss) | (993) | | | (66) | | | (993) | | | (142) | |
| Total comprehensive loss | $ | (10,560) | | | $ | (2,035) | | | $ | (29,475) | | | $ | (13,015) | |
| Comprehensive loss attributable to noncontrolling interest | (134) | | | — | | | (81) | | | — | |
| Comprehensive loss attributable to the Company | $ | (10,426) | | | $ | (2,035) | | | $ | (29,394) | | | $ | (13,015) | |
See notes to Consolidated Financial Statements.
DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) (unaudited)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(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 (loss) | | Noncontrolling Interest | | Total Equity
(Deficit) | |
| Equity (deficit) - December 31, 2021 | 2,463,321 | | | $ | 61,583 | | | 92,093,425 | | | $ | 921 | | | $ | 3,233,608 | | | $ | (3,268,876) | | | $ | 1,163 | | | $ | 1,456 | | | $ | 29,855 | | |
| Dividends declared | — | | | — | | | — | | | — | | | — | | | (1,395) | | | — | | | — | | | (1,395) | | |
| Stock-based compensation | — | | | — | | | — | | | — | | | (696) | | | — | | | — | | | — | | | (696) | | |
| Shares issued from options and restricted stock units | — | | | — | | | 269,420 | | | — | | | — | | | — | | | — | | | — | | | — | | |
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| Contributed Capital | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3 | | | 3 | | |
| Capital Distribution | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (40) | | | (40) | | |
| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | (18,966) | | | — | | | 53 | | | (18,913) | | |
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| Total comprehensive loss | | | | | | | | | | | | | | | 16 | | | $ | (18,913) | | |
| Equity (deficit) - March 31, 2022 | 2,463,321 | | | $ | 61,583 | | | 92,362,845 | | | $ | 921 | | | $ | 3,232,912 | | | $ | (3,289,237) | | | $ | 1,163 | | | $ | 1,472 | | | $ | 8,814 | | |
| Dividends declared | — | | | — | | | — | | | — | | | — | | | (1,395) | | | — | | | — | | | (1,395) | | |
| Stock-based compensation | — | | | — | | | — | | | — | | | 139 | | | — | | | — | | | — | | | 139 | | |
| Shares issued from options and restricted stock units | — | | | — | | | 22,174 | | | 3 | | | — | | | — | | | — | | | — | | | 3 | | |
| Contributed Capital | — | | | — | | | — | | | — | | | (727) | | | — | | | — | | | 727 | | | — | | |
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| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | |
| Net loss | — | | | — | | | — | | | — | | | — | | | (9,433) | | | — | | | (134) | | | (9,567) | | |
| Other comprehensive income | — | | | — | | | — | | | — | | | — | | | — | | | (993) | | | — | | | (993) | | |
| Total comprehensive loss | | | | | | | | | | | | | | | 593 | | | (10,560) | | |
| Equity (deficit) - June 30, 2022 | 2,463,321 | | | $ | 61,583 | | | 92,385,019 | | | $ | 924 | | | $ | 3,232,324 | | | $ | (3,300,065) | | | $ | 170 | | | $ | 2,065 | | | $ | (2,999) | | |
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| Equity (deficit) - December 31, 2020 | 2,463,321 | | | $ | 61,583 | | | 67,323,592 | | | $ | 673 | | | $ | 3,178,704 | | | $ | (3,232,391) | | | $ | 1,468 | | | $ | — | | | $ | 10,037 | | |
| Dividends declared | — | | | — | | | — | | | — | | | — | | | (930) | | | — | | | — | | | (930) | | |
| Stock-based compensation | — | | | — | | | — | | | — | | | 350 | | | — | | | — | | | — | | | 350 | | |
| Shares issued from options and restricted stock units | — | | | — | | | 745,881 | | | 7 | | | (7) | | | — | | | | | — | | | — | | |
| Shares issued from equity raise | — | | | — | | | 23,958,333 | | | $ | 239 | | | $ | 53,666 | | | $ | — | | | $ | — | | | — | | | 53,905 | | |
| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | |
| Net loss | — | | | — | | | — | | | — | | | — | | | (10,904) | | | — | | | — | | | (10,904) | | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | (76) | | | — | | | (76) | | |
| Total comprehensive loss | | | | | | | | | | | | | | | — | | | (10,980) | | |
| Equity (deficit) - March 31, 2021 | 2,463,321 | | | $ | 61,583 | | | 92,027,806 | | | $ | 919 | | | $ | 3,232,713 | | | $ | (3,244,225) | | | $ | 1,392 | | | $ | — | | | $ | 52,382 | | |
| Dividends declared | — | | | — | | | — | | | — | | | — | | | (1,395) | | | — | | | — | | | (1,395) | | |
| Stock-based compensation | — | | | — | | | — | | | 2 | | | 556 | | | — | | | — | | | — | | | 558 | | |
| Shares issued from options and restricted stock units | — | | | — | | | 57,613 | | | — | | | — | | | — | | | — | | | — | | | — | | |
| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | |
| Net loss | — | | | — | | | — | | | — | | | — | | | (1,969) | | | — | | | — | | | (1,969) | | |
| Other comprehensive income | — | | | — | | | — | | | — | | | — | | | — | | | (66) | | | — | | | (66) | | |
| Total comprehensive loss | | | | | | | | | | | | | | | — | | | (2,035) | | |
| Equity (deficit) - June 30, 2021 | 2,463,321 | | | $ | 61,583 | | | 92,085,419 | | | $ | 921 | | | $ | 3,233,269 | | | $ | (3,247,589) | | | $ | 1,326 | | | $ | — | | | $ | 49,510 | | |
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See notes to Consolidated Financial Statements.
DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(Dollars in thousands, except share data)
| | | | | | | | | | | |
| | Six Months Ended June 30, |
| | 2022 | | 2021 |
| Cash Flows From Operating Activities | | | |
| Net loss | $ | (28,482) | | | $ | (12,873) | |
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | | | |
| Depreciation and amortization | 12,325 | | | 12,029 | |
| Amortization of discount and premium | (357) | | | (262) | |
| Other amortization | 4,933 | | | 4,126 | |
| Amortization of revenue on golf membership deposit liabilities | (1,139) | | | (1,101) | |
| Amortization of prepaid golf membership dues | (7,870) | | | (9,726) | |
| Non-cash operating lease expense | 2,521 | | | 2,161 | |
| Stock-based compensation | (556) | | | 906 | |
| Loss on lease terminations and impairment | 15,032 | | | 2,648 | |
| Gain from insurance proceeds for property loss | (2,877) | | | — | |
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| Other losses, net | (188) | | | 143 | |
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| Change in: | | | |
| Accounts receivable, net, other current assets and other assets - noncurrent | 67 | | | (6,522) | |
| Accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent | 4,070 | | | 8,939 | |
| Net cash provided by (used in) operating activities | (2,521) | | | 468 | |
| Cash Flows From Investing Activities | | | |
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| Insurance proceeds for property loss | 2,877 | | | — | |
| Acquisition and additions of property and equipment and intangibles | (28,784) | | | (16,139) | |
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| Net cash used in investing activities | (25,907) | | | (16,139) | |
| Cash Flows From Financing Activities | | | |
| Repayments of debt obligations | (2,904) | | | (3,082) | |
| Golf membership deposits received | 58 | | | 1,325 | |
| Proceeds from issuance of common stock | 3 | | | 53,905 | |
| Capital distribution paid | (40) | | | — | |
| Preferred stock dividends paid | (2,790) | | | (1,395) | |
| Other financing activities | (1,419) | | | (470) | |
| Net cash provided by (used in) financing activities | (7,092) | | | 50,283 | |
| Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent | (35,520) | | | 34,612 | |
| Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, Beginning of Period | 62,564 | | | 50,833 | |
| Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, End of Period | $ | 27,044 | | | $ | 85,445 | |
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| Supplemental Schedule of Non-Cash Investing and Financing Activities | | | |
| Preferred stock dividends declared but not paid | $ | 930 | | | $ | 930 | |
| Additions to finance lease assets and liabilities | $ | 1,548 | | | $ | 495 | |
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| Decreases in accounts payable and accrued expenses related to the purchase of property and equipment | $ | (3,361) | | | $ | (2,688) | |
| Additions for right of use assets in exchange for new operating lease liabilities | $ | 25,336 | | | $ | 7,002 | |
| Cash paid during the period for interest expense | $ | 1,076 | | | $ | 1,552 | |
| Cash paid during the period for income taxes | $ | 1,985 | | | $ | 1,489 | |
See notes to Consolidated Financial Statements.
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data)
Note 1. ORGANIZATION
Drive Shack Inc., which is referred to in this Quarterly Report on Form 10-Q, as Drive Shack or the Company, is an owner and operator of golf-related leisure and entertainment venues focused on bringing people together through competitive socializing. The Company, a Maryland corporation, was formed in 2002, and its common stock is traded on the NYSE under the symbol “DS.”
The Company conducts its business through the following segments: (i) entertainment golf, (ii) traditional golf and (iii) corporate. For a further discussion of the reportable segments, see Note 4.
As of June 30, 2022, the Company's entertainment golf segment was comprised of seven owned or leased entertainment golf venues across four states and the District of Columbia with locations in Orlando, Florida; West Palm Beach, Florida; Raleigh, North Carolina; Richmond, Virginia; The Colony, Texas; Charlotte, North Carolina; and Washington, D.C.
The Company’s traditional golf segment is one of the largest operators of traditional golf properties in the United States. As of June 30, 2022, the Company owned, leased or managed fifty-three (53) traditional golf properties across nine states.
The corporate segment consists primarily of securities and other investments and executive management.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (“COVID-19”).
Many jurisdictions in which we operate have previously imposed capacity limitations and other restrictions affecting our operations. The extended length of the COVID-19 pandemic and the related government response may continue to cause prolonged periods of various operational restrictions and capacity limitations impacting future business operations. In addition, the duration and intensity of the pandemic may result in changes in customer behaviors or preferences. These may lead to increased asset recovery and valuation risks, such as impairment of long-lived and other assets. The extent to which COVID-19 continues to impact our business will depend on future developments, which remain highly uncertain and cannot be predicted, including additional actions taken by various governmental bodies and private enterprises to contain COVID-19 or mitigate its impact, among others.
Basis of Presentation — The accompanying Consolidated Financial Statements and related notes of the Company have been prepared in accordance with U.S. generally accepted accounting principles or GAAP for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under U.S. generally accepted accounting principles, or GAAP, have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2021 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 18, 2022. 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, 2021.
Use of Estimates – Our estimates are based on information available to management at the time of preparation of the Consolidated Financial Statements, including the result of historical analysis, our understanding and experience of the Company’s operations, our knowledge of the industry and market-participant data available to us. Actual results have historically been in line with management’s estimates and judgments used in applying each of the accounting policies, and management periodically re-evaluates accounting estimates and assumptions. Actual results could differ from these estimates and materially impact our Consolidated Financial Statements. However, the Company does not expect our assessments and assumptions to materially change in the future.
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) Seasonality – Seasonality can affect our results of operations. Our traditional golf business is subject to seasonal fluctuations as colder temperatures and shorter days reduce the demand for outdoor activities. As a result, the traditional golf business generates a disproportionate share of its annual revenue in the second and third quarters of each year. In addition, our Drive Shack and Puttery venues could be significantly impacted on a season-to-season basis, based on corporate event and social gathering volumes during holiday seasons and school vacation schedules. For this reason, a quarter-to-quarter comparison may not be a good indicator of our current and/or future performance.
Leasing Arrangements — The Company evaluates at lease inception whether an arrangement is or contains a lease by providing the Company with the right to control an asset. Operating leases are accounted for on the balance sheet with the Right of Use (“ROU”) assets in "Operating lease right-of-use assets" and lease liabilities are recognized in "Other current liabilities" and "Operating lease liabilities - noncurrent" in the Consolidated Balance Sheets. Finance lease ROU assets, current lease liabilities and noncurrent lease liabilities are recognized in "Property and equipment, net of accumulated depreciation," and "Obligations under finance leases" and "Credit facilities and obligations under finance leases - noncurrent" in the Consolidated Balance Sheets, respectively.
All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined using a portfolio approach based on the rate of interest that the Company would pay to borrow an amount equal to the lease payments for a similar term and in a similar economic environment on a collateralized basis. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for initial direct costs, prepaid rent, and lease incentives received. Operating leases are subsequently amortized into lease cost on a straight-line basis. Depreciation of the finance lease ROU assets is subsequently calculated using the straight-line method over the shorter of the estimated useful lives or the expected lease terms and recorded in "Depreciation and amortization" on the Consolidated Statements of Operations.
In addition to the fixed minimum payments required under the lease arrangements, certain leases require variable lease payments, which are payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments as well as payment of taxes assessed against the leased property. The leases generally also require payment for the cost of insurance and maintenance. Variable lease payments are recognized when the associated activity occurs and contingency is resolved.
The Company has elected to combine lease and non-lease components for all lease contracts.
Impairment of Long-lived Assets — The Company periodically reviews the carrying amounts of its long-lived assets, including real estate held-for-use and held-for-sale, as well as finite-lived intangible assets and right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. The assessment of recoverability is based on management’s estimates by comparing the sum of the estimated undiscounted cash flows generated by the underlying asset, or other appropriate grouping of assets, to its carrying value to determine whether an impairment existed at its lowest level of identifiable cash flows. If the carrying amount is greater than the expected undiscounted cash flows, the asset is considered impaired and an impairment is recognized to the extent the carrying value of such asset exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate.
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) Cash and Cash Equivalents and Restricted Cash — The Company considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits. The Company has not experienced any losses in the accounts and believes that the Company is
not exposed to significant credit risk because the accounts are at major financial institutions.
The following table summarizes the Company's Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent:
| | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 | | | | |
| Cash and cash equivalents | | $ | 22,685 | | | 58,286 | | | | | |
| Restricted cash | | 4,143 | | | 3,480 | | | | | |
| Restricted cash, noncurrent | | 216 | | | 798 | | | | | |
| Total Cash and cash equivalents, Restricted cash and Restricted cash, noncurrent | | $ | 27,044 | | | $ | 62,564 | | | | | |
Accounts Receivable, Net — Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts of $0.3 million as of June 30, 2022 and $0.9 million as of December 31, 2021. The allowance for doubtful accounts is based upon several factors including the length of time the receivables are past due, historical payment trends, current economic factors, and our expectations of future events that affect collectability. Collateral is generally not required.
Other Current Assets — The following table summarizes the Company's other current assets:
| | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| Managed property receivables | | $ | 13,314 | | | $ | 19,316 | |
| Prepaid expenses | | 4,016 | | | 2,524 | |
| Deposits | | 1,805 | | | 1,827 | |
| Inventory | | 2,791 | | | 2,229 | |
| | | | |
| Miscellaneous current assets, net | | 8,673 | | | 4,138 | |
| Other current assets | | $ | 30,599 | | | $ | 30,034 | |
Other Assets — The following table summarizes the Company's other assets:
| | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| Prepaid expenses | | $ | 1,717 | | | $ | 2,156 | |
| Deposits | | 3,241 | | | 3,335 | |
| Miscellaneous assets, net | | 781 | | | 1,047 | |
| Other assets | | $ | 5,739 | | | $ | 6,538 | |
Other Current Liabilities — The following table summarizes the Company's other current liabilities:
| | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | | | |
| Operating lease liabilities | | $ | 17,031 | | | $ | 16,519 | |
| Accrued rent | | 3,797 | | | 3,455 | |
| Dividends payable | | 930 | | | 930 | |
| Miscellaneous current liabilities | | 5,975 | | | 5,620 | |
| Other current liabilities | | $ | 27,733 | | | $ | 26,524 | |
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) Membership Deposit Liabilities - Initiation fees are non-refundable and recorded as revenue over the expected seven year life of an active membership. Until 2021, private country club members generally paid an advance initiation deposit upon their acceptance as a member to the respective country club that is refundable 30 years after the date of acceptance as a member. The difference between the initiation deposit paid by the member and the present value of the refund obligation is deferred and recognized into golf operations revenue in the Consolidated Statements of Operations on a straight-line basis over the expected life of an active membership, which is estimated to be seven years. The present value of the refund obligation is recorded as a membership deposit liability in the Consolidated Balance Sheets and accretes over a 30-year nonrefundable term using the effective interest method. This accretion is recorded as interest expense in the Consolidated Statements of Operations.
In 2002 American Golf Corporation ("AGC"), when it was owned by a previous owner, entered into a Restated Membership Deposit Assumption Agreement, with two trusts established by a previous owner of AGC (the “Trusts”) under which the Trusts agreed to unconditionally assume the obligations of AGC to refund certain membership deposit liabilities ("MDLs") in exchange for shares in AGC. The MDLs assumed were refundable 30 years from the date of acceptance of the member with the first liabilities assumed by the Trusts becoming refundable in 2020. The total redemption value of membership deposit liabilities assumed by the Trusts was $181.9 million. No asset was recorded at the time of our acquisition of AGC in recognition of this assumption agreement for the $181.9 million of liabilities assumed by the Trusts for the following reasons. 1) the substantial time period between the assumption of the liabilities and the first liabilities becoming refundable; 2) the inability of AGC to verify and monitor the assets of the Trusts to ensure the ability to perform under the terms of the assumption agreements; 3) the fact that the Trusts are not required to maintain any assets that would support such performance; 4) the Trust settlors were not required contractually to fund the Trusts; and 5) The Company does not have the ability to determine the likelihood that the Trusts will meet their obligations. In the event the Trusts are not able to fulfill their obligations, the Company would be responsible for refunding the outstanding balance of the MDL and therefore, recognizes these MDLs on its balance sheet. Though the Trusts initially assumed $181.9 million of MDLs the balance of related MDLs carried on the books of AGC, as of June 30, 2022, has been reduced to an undiscounted nominal value of $115 million through various assignments to third parties and partial membership refunds due to membership transfers. To-date, the Trust has met all of their obligations that have come due for which the Trust assumed responsibility under the Restated Membership Deposit Assumption Agreement. As of June 30, 2022 the Trusts had refunded a total of approximately $0.4 million of MDLs, all of which they were obligated to pay under the terms of the assumption agreements.
Other Income (Loss), Net — These items are comprised of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Collateral management fee income, net | $ | 33 | | | $ | 48 | | | $ | 70 | | | $ | 104 | |
| | | | | | | |
| Insurance proceeds | 622 | | | — | | — | | 3,424 | | | |
| | | | | | | |
| Loss on sale of long-lived assets and intangibles | — | | | (49) | | | (38) | | | (64) | |
| Gain on Lease Modification/Termination | (95) | | | — | | | (53) | | | |
| | | | | | | |
| Other gain (loss) | 433 | | | (17) | | | 237 | | | (119) | |
| Other gain (loss), net | $ | 993 | | | $ | (18) | | | $ | 3,640 | | | $ | (79) | |
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) Note 3. REVENUES
The majority of the Company’s revenue is recognized at the time of sale to customers at the Company’s entertainment golf venues and traditional golf properties, including green fees, cart rentals, bay play, events and sales of food, beverages and merchandise. Revenue from membership dues is recognized in the month earned. Membership dues received in advance are included in deferred revenue and recognized as revenue ratably over the appropriate period, which is generally twelve months or less for private club members and the following month for The Players Club members.
The Company’s revenue is all generated within the entertainment golf 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 June 30, 2022 | | Six Months Ended June 30, 2022 |
| Ent. golf venues | | Public golf properties | | Private golf properties | | Managed golf properties (A) | | Corporate | | Total | | Ent. golf venues | | Public golf properties | | Private golf properties | | Managed golf properties (A) | | Corporate | | Total |
| Golf operations | $ | 7,397 | | | $ | 30,741 | | | $ | 11,716 | | | $ | 17,515 | | | $ | 208 | | | $ | 67,577 | | | $ | 13,827 | | | $ | 50,242 | | | $ | 26,282 | | | $ | 32,117 | | | $ | 393 | | | $ | 122,861 | |
| Sales of food and beverages | 8,316 | | | 8,612 | | | 2,184 | | | — | | | — | | | 19,112 | | | 16,066 | | | 12,975 | | | 3,769 | | | — | | | — | | | 32,810 | |
| Total revenues | $ | 15,713 | | | $ | 39,353 | | | $ | 13,900 | | | $ | 17,515 | | | $ | 208 | | | $ | 86,689 | | | $ | 29,893 | | | $ | 63,217 | | | $ | 30,051 | | | $ | 32,117 | | | $ | 393 | | | $ | 155,671 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2021 | | Six Months Ended June 30, 2021 |
| Ent. golf venues | | Public golf properties | | Private golf properties | | Managed golf properties (A) | | Corporate | | Total | | Ent. golf venues | | Public golf properties | | Private golf properties | | Managed golf properties (A) | | Corporate | | Total |
| Golf operations | $ | 5,316 | | | $ | 28,693 | | | $ | 12,323 | | | $ | 15,418 | | | $ | — | | | $ | 61,750 | | | $ | 8,737 | | | $ | 47,866 | | | $ | 27,042 | | | $ | 31,267 | | | $ | — | | | $ | 114,912 | |
| Sales of food and beverages | 6,273 | | | 3,994 | | | 1,862 | | | — | | | — | | | 12,129 | | | 11,075 | | | 5,849 | | | 3,135 | | | — | | | — | | | 20,059 | |
| Total revenues | $ | 11,589 | | | $ | 32,687 | | | $ | 14,185 | | | $ | 15,418 | | | $ | — | | | $ | 73,879 | | | $ | 19,812 | | | $ | 53,715 | | | $ | 30,177 | | | $ | 31,267 | | | $ | — | | | $ | 134,971 | |
(A)Includes $15.2 million and $28.2 million for the three and six months ended June 30, 2022, and $12.9 million $26.7 million for the three and six months ended June 30, 2021, respectively, related to management contract reimbursements reported under ASC 606.
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) Note 4. SEGMENT REPORTING
The Company currently has three reportable segments: (i) entertainment golf, (ii) traditional golf and (iii) corporate. The chief operating decision maker (“CODM”) for each segment is the chief executive officer and president, who reviews discrete financial information for each reportable segment to manage the Company, including resource allocation and performance assessment.
The Company's entertainment golf segment, launched in 2018, is comprised of Drive Shack venues that feature tech-enabled hitting bays with in-bay dining, full-service restaurants, bars, and event spaces and Puttery venues that feature indoor putting courses anchored by bars and other social spaces as well as a full-service kitchen that serve to create engaging and fun experiences for guests. As of June 30, 2022, the Company owned or leased four Drive Shack venues across three states which are located in Orlando, Florida; West Palm Beach, Florida; Raleigh, North Carolina; and Richmond, Virginia, and leased three Puttery venues located in The Colony, Texas; Charlotte, North Carolina; and Washington, D.C.
The Company's traditional golf segment is one of the largest operators of golf courses and country clubs in the United States. As of June 30, 2022, the Company owned, leased or managed 53 traditional golf properties across nine states.
The corporate segment consists primarily of investments in loans and securities, interest income on short-term investments, general and administrative expenses as a public company, interest expense on the junior subordinated notes payable (Note 8) and income tax expense (Note 14).
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(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:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2022 | | Entertainment Golf | | Traditional Golf | | Corporate | | Total |
| Revenues | | | | | | | | |
| Golf operations | | $ | 13,827 | | | $ | 108,641 | | | $ | 393 | | | $ | 122,861 | |
| Sales of food and beverages | | 16,066 | | | 16,744 | | | — | | | 32,810 | |
| Total revenues | | 29,893 | | | 125,385 | | | 393 | | | 155,671 | |
| Operating costs | | | | | | | | |
| Operating expenses | | 16,785 | | | 103,783 | | | 45 | | | 120,613 | |
| Cost of sales - food and beverages | | 4,444 | | | 4,705 | | | — | | | 9,149 | |
General and administrative expense (A) | | 4,800 | | | 6,817 | | | 9,005 | | | 20,622 | |
| | | | | | | | |
| Depreciation and amortization | | 6,842 | | | 5,273 | | | 210 | | | 12,325 | |
Pre-opening costs (C) | | 2,685 | | | — | | | — | | | 2,685 | |
| (Gain) Loss on lease terminations and impairment | | 15,048 | | | (16) | | | — | | | 15,032 | |
| | | | | | | | |
| Total operating costs | | 50,604 | | | 120,562 | | | 9,260 | | | 180,426 | |
| Operating income (loss) | | (20,711) | | | 4,823 | | | (8,867) | | | (24,755) | |
| Other income (expenses) | | | | | | | | |
| Interest and investment income | | 2 | | | 41 | | | 373 | | | 416 | |
Interest expense (D) | | (110) | | | (5,327) | | | (757) | | | (6,194) | |
| | | | | | | | |
| Other income (loss), net | | (16) | | | 3,590 | | | 66 | | | 3,640 | |
| Total other income (expenses) | | (124) | | | (1,696) | | | (318) | | | (2,138) | |
| Income tax expense | | 40 | | | 2 | | | 1,547 | | | 1,589 | |
| Net income (loss) | | (20,875) | | | 3,125 | | | (10,732) | | | (28,482) | |
| Less: net loss attributable to NCI | | — | | | — | | | (81) | | | (81) | |
| Net loss attributable to the company | | (20,875) | | | 3,125 | | | (10,651) | | | (28,401) | |
| Preferred dividends | | — | | | — | | | (2,790) | | | (2,790) | |
| Net income (loss) applicable to common stockholders | | $ | (20,875) | | | $ | 3,125 | | | $ | (13,441) | | | $ | (31,191) | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | Entertainment Golf | | Traditional Golf | | Corporate | | Total |
| Total assets | | $ | 196,605 | | | $ | 248,672 | | | $ | 12,761 | | | $ | 458,038 | |
| Total liabilities | | 69,734 | | | 325,114 | | | 66,189 | | | 461,037 | |
| Preferred stock | | — | | | — | | | 61,583 | | | 61,583 | |
| Noncontrolling interest | | 2,579 | | | — | | | (514) | | | 2,065 | |
| Equity (loss) attributable to common stockholders | | $ | 124,292 | | | $ | (76,442) | | | $ | (114,497) | | | $ | (66,647) | |
| | | | | | | | |
| Additions to property and equipment (including finance leases) during the three months ended June 30, 2022 | | $ | 6,276 | | | $ | 2,428 | | | $ | (86) | | | $ | 8,618 | |
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2022 | | Entertainment Golf | | Traditional Golf | | Corporate | | Total |
| Revenues | | | | | | | | |
| Golf operations | | $ | 7,397 | | | $ | 59,972 | | | $ | 208 | | | $ | 67,577 | |
| Sales of food and beverages | | 8,316 | | | 10,796 | | | — | | | 19,112 | |
| | | | | | | | |
| Total revenues | | 15,713 | | | 70,768 | | | 208 | | | 86,689 | |
| Operating costs | | | | | | | | |
| Operating expenses | | 8,525 | | | 56,968 | | | (20) | | | 65,473 | |
| Cost of sales - food and beverages | | 2,701 | | | 3,087 | | | — | | | 5,788 | |
General and administrative expense (A) | | 1,074 | | | 3,923 | | | 6,561 | | | 11,558 | |
| | | | | | | | |
| Depreciation and amortization | | 3,401 | | | 2,629 | | | 102 | | | 6,132 | |
Pre-opening costs (C) | | 1,938 | | | — | | | — | | | 1,938 | |
| Loss on lease terminations and impairment | | 2,159 | | | 2 | | | — | | | 2,161 | |
| | | | | | | | |
| Total operating costs | | 19,798 | | | 66,609 | | | 6,643 | | | 93,050 | |
| Operating income (loss) | | (4,085) | | | 4,159 | | | (6,435) | | | (6,361) | |
| Other income (expenses) | | | | | | | | |
| Interest and investment income | | 2 | | | 15 | | | 199 | | | 216 | |
Interest expense (D) | | (52) | | | (3,078) | | | (417) | | | (3,547) | |
Capitalized interest (D) | | — | | | — | | | — | | | — | |
| Other income (loss), net | | — | | | 962 | | | 31 | | | 993 | |
| Total other income (expenses) | | (50) | | | (2,101) | | | (187) | | | (2,338) | |
| Income tax expense | | 8 | | | 2 | | | 858 | | | 868 | |
| Net income (loss) | | (4,143) | | | 2,056 | | | (7,480) | | | (9,567) | |
| Less: net loss attributable to NCI | | — | | | — | | | (134) | | | (134) | |
| Net loss attributable to the company | | (4,143) | | | 2,056 | | | (7,346) | | | (9,433) | |
| Preferred dividends | | — | | | — | | | (1,395) | | | (1,395) | |
| Net income (loss) applicable to common stockholders | | $ | (4,143) | | | $ | 2,056 | | | $ | (8,741) | | | $ | (10,828) | |
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2021 | | Entertainment Golf | | Traditional Golf | | Corporate | | Total |
| Revenues | | | | | | | | |
| Golf operations | | $ | 8,737 | | | $ | 106,175 | | | $ | — | | | $ | 114,912 | |
| Sales of food and beverages | | 11,075 | | | 8,984 | | | — | | | 20,059 | |
| | | | | | | | |
| Total revenues | | 19,812 | | | 115,159 | | | — | | | 134,971 | |
| Operating costs | | | | | | | | |
| Operating expenses | | 10,679 | | | 93,823 | | | 2 | | | 104,504 | |
| Cost of sales - food and beverages | | 2,530 | | | 2,725 | | | — | | | 5,255 | |
General and administrative expense (A) | | 4,472 | | | 5,073 | | | 6,095 | | | 15,640 | |
General and administrative expense - acquisition and transaction expenses (B) | | 368 | | | — | | | 4 | | | 372 | |
| Depreciation and amortization | | 5,904 | | | 6,003 | | | 122 | | | 12,029 | |
Pre-opening costs (C) | | 1,344 | | | — | | | 1 | | | 1,345 | |
| (Gain) Loss on lease terminations and impairment | | 22 | | | (561) | | | 3,187 | | | 2,648 | |
| | | | | | | | |
| Total operating costs | | 25,319 | | | 107,063 | | | 9,411 | | | 141,793 | |
| Operating loss | | (5,507) | | | 8,096 | | | (9,411) | | | (6,822) | |
| Other income (expenses) | | | | | | | | |
| Interest and investment income | | — | | | 36 | | | 276 | | | 312 | |
Interest expense (D) | | (159) | | | (4,620) | | | (641) | | | (5,420) | |
Capitalized interest (D) | | — | | | 28 | | | 53 | | | 81 | |
| Other income (loss), net | | — | | | (176) | | | 97 | | | (79) | |
| Total other income (expenses) | | (159) | | | (4,732) | | | (215) | | | (5,106) | |
| Income tax expense | | — | | | — | | | 945 | | | 945 | |
| Net income (loss) | | (5,666) | | | 3,364 | | | (10,571) | | | (12,873) | |
| | | | | | | | |
| | | | | | | | |
| Preferred dividends | | — | | | — | | | (2,790) | | | (2,790) | |
| Loss applicable to common stockholders | | $ | (5,666) | | | $ | 3,364 | | | $ | (13,361) | | | $ | (15,663) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2021 | | Entertainment Golf | | Traditional Golf | | Corporate | | Total |
| Total assets | | $ | 171,386 | | | $ | 262,049 | | | $ | 62,404 | | | $ | 495,839 | |
| Total liabilities | | 47,133 | | | 336,894 | | | 62,302 | | | 446,329 | |
| Preferred stock | | — | | | — | | | 61,583 | | | 61,583 | |
| | | | | | | | |
| Equity | | $ | 124,253 | | | $ | (74,845) | | | $ | (61,481) | | | $ | (12,073) | |
| | | | | | | | |
| Additions to property and equipment (including finance leases) during the six months ended June 30, 2021 | | $ | 10,903 | | | $ | 2,989 | | | $ | 375 | | | $ | 14,267 | |
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data)
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2021 | | Entertainment Golf | | Traditional Golf | | Corporate | | Total |
| Revenues | | | | | | | | |
| Golf operations | | $ | 5,316 | | | $ | 56,434 | | | $ | — | | | $ | 61,750 | |
| Sales of food and beverages | | 6,273 | | | 5,856 | | | — | | | 12,129 | |
| | | | | | | | |
| Total revenues | | 11,589 | | | 62,290 | | | — | | | 73,879 | |
| Operating costs | | | | | | | | |
| Operating expenses | | 5,546 | | | 50,087 | | | 2 | | | 55,635 | |
| Cost of sales - food and beverages | | 1,445 | | | 1,706 | | | — | | | 3,151 | |
General and administrative expense (A) | | 2,274 | | | 2,693 | | | 2,885 | | | 7,852 | |
General and administrative expense - acquisition and transaction expenses (B) | | 176 | | | — | | | — | | | 176 | |
| Depreciation and amortization | | 2,952 | | | 2,782 | | | 50 | | | 5,784 | |
Pre-opening costs (C) | | 788 | | | — | | | 1 | | | 789 | |
| (Gain) Loss on lease terminations and impairment | | — | | | (561) | | | — | | | (561) | |
| | | | | | | | |
| Total operating costs | | 13,181 | | | 56,707 | | | 2,938 | | | 72,826 | |
| Operating income (loss) | | (1,592) | | | 5,583 | | | (2,938) | | | 1,053 | |
| Other income (expenses) | | | | | | | | |
| Interest and investment income | | — | | | 16 | | | 143 | | | 159 | |
Interest expense (D) | | (77) | | | (2,369) | | | (325) | | | (2,771) | |
Capitalized interest (D) | | — | | | 20 | | | 38 | | | 58 | |
| Other income (loss), net | | — | | | (62) | | | 44 | | | (18) | |
| Total other income (expenses) | | (77) | | | (2,395) | | | (100) | | | (2,572) | |
| Income tax expense | | — | | | — | | | 450 | | | 450 | |
| Net income (loss) | | (1,669) | | | 3,188 | | | (3,488) | | | (1,969) | |
| | | | | | | | |
| | | | | | | | |
| Preferred dividends | | — | | | — | | | (1,395) | | | (1,395) | |
| Net income (loss) applicable to common stockholders | | $ | (1,669) | | | $ | 3,188 | | | $ | (4,883) | | | $ | (3,364) | |
(A)General and administrative expenses included severance expenses of $0.2 million and $0.4 million for the three and six months ended June 30, 2022 and $0.1 million and $0.1 million three and six months ended June 30, 2021, respectively.
(B)Acquisition and transaction expenses include costs related to completed and potential acquisitions and transactions and strategic initiatives which may include advisory, legal, accounting and other professional or consulting fees.
(C)Pre-opening costs are expensed as incurred and consist primarily of venue-related marketing expenses, lease expense, employee payroll, travel and related expenses, training costs, food, beverage and other operating expenses incurred prior to opening an entertainment golf venue.
(D)Interest expense included the accretion of membership deposit liabilities in the amount of $2.9 million and $4.9 million for the three and six months ended June 30, 2022 and $2.1 million and $4.1 million three and six months ended June 30, 2021, respectively. Interest expense and capitalized interest are combined in interest expense, net on the Consolidated Statements of Operations.
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data)
Note 5. PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION
The following table summarizes the Company’s property and equipment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | Gross Carrying Amount | | Accumulated Depreciation | | Net Carrying Value | | Gross Carrying Amount | | Accumulated Depreciation | | Net Carrying Value |
| Land | $ | 6,770 | | | $ | — | | | $ | 6,770 | | | $ | 6,770 | | | $ | — | | | $ | 6,770 | |
| Buildings and improvements | 162,689 | | | (51,334) | | | 111,355 | | | 155,086 | | | (46,399) | | | 108,687 | |
| Furniture, fixtures and equipment | 61,063 | | | (33,085) | | | 27,978 | | | 56,809 | | | (28,821) | | | 27,988 | |
| Finance leases - equipment | 27,788 | | | (14,766) | | | 13,022 | | | 29,886 | | | (15,602) | | | 14,284 | |
| Construction in progress | 22,001 | | | — | | | 22,001 | | | 21,531 | | | — | | | 21,531 | |
| Total Property and Equipment | $ | 280,311 | | | $ | (99,185) | | | $ | 181,126 | | | $ | 270,082 | | | $ | (90,822) | | | $ | 179,260 | |
Note 6. LEASES
The Company's commitments under lease arrangements are primarily leases for entertainment golf venues and traditional golf properties and related facilities, office leases and leases for golf carts and equipment. The majority of lease terms for our entertainment golf venues and traditional golf properties and related facilities initially range from 10 to 20 years and include up to eight 5-year renewal options. In addition to minimum payments, certain leases require payment of the excess of various percentages of gross revenue or net operating income over the minimum rental payments. The leases generally require the payment of taxes assessed against the leased property and the cost of insurance and maintenance. Certain leases include scheduled increases or decreases in minimum rental payments at various times during the term of the lease. During the three months ended June 30, 2022, the Company commenced one new lease for entertainment golf venues. Right-of-use assets of $3.8 million and lease liabilities of $5.2 million related to the lease is included on the Consolidated Balance Sheet as of and for the six months ended June 30, 2022. During the six months ended June 30, 2022, the Company commenced three new leases for entertainment golf venues. Right-of-use assets of $24.8 million and lease liabilities of $27.2 million related to these leases are included on the Consolidated Balance Sheet as of and for the six months ended June 30, 2022.
Note 7. INTANGIBLES, NET OF ACCUMULATED AMORTIZATION
The following table summarizes the Company’s intangible assets:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Value | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Value |
| Trade name | $ | 721 | | | $ | (198) | | | $ | 523 | | | $ | 721 | | | $ | (187) | | | $ | 534 | |
| Management contracts | 28,913 | | | (18,715) | | | 10,198 | | | 28,913 | | | (17,960) | | | 10,953 | |
| Internally-developed software | 1,217 | | | (980) | | | 237 | | | 417 | | | (143) | | | 274 | |
| Membership base | 4,012 | | | (3,333) | | | 679 | | | 4,012 | | | (3,304) | | | 708 | |
| Non-amortizable liquor licenses | 1,469 | | | — | | | 1,469 | | | 961 | | | — | | | 961 | |
| | | | | | | | | | | |
| Total Intangibles | $ | 36,332 | | | $ | (23,226) | | | $ | 13,106 | | | $ | 35,024 | | | $ | (21,594) | | | $ | 13,430 | |
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) Note 8. DEBT
The following table presents certain information regarding the Company’s debt obligations at June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | June 30, 2022 | | December 31, 2021 |
| Debt Obligation/Collateral | | Month Issued | | Outstanding Face Amount | | Carrying Value | | Final Stated Maturity | | Weighted Average Coupon | | Weighted Average Funding Cost (A) | | Weighted Average Life (Years) | | Face Amount of Floating Rate Debt | | Outstanding Face Amount | | Carrying Value |
| Credit Facilities and Finance Leases | | | | | | | | | | | | | | | | | | | | |
| Vineyard II | | Dec 1993 | | $ | 200 | | | $ | 200 | | | Dec 2043 | | 1.79% | | 3.54 | % | | 21.5 | | $ | — | | | $ | 200 | | | $ | 200 | |
| Finance leases (Equipment) | | Jul 2014 - Jun 2022 | | 12,699 | | | 12,699 | | | Jul 2022 - Aug 2027 | | 3.95% to 8.65% | | 5.69 | % | | 3.4 | | — | | | 14,275 | | | 14,275 | |
| | | | 12,899 | | | 12,899 | | | | | | | 5.72 | % | | 3.8 | | — | | | 14,475 | | | 14,475 | |
| Less current portion of obligations under finance leases | | | | 5,023 | | | 5,023 | | | | | | | | | | | | | 5,400 | | | 5,400 | |
| Credit facilities and obligations under finance leases - noncurrent | | | | 7,875 | | | 7,875 | | | | | | | | | | | | | 9,075 | | | 9,075 | |
| Corporate | | | | | | | | | | | | | | | | | | | | |
Junior subordinated notes payable (B) | | Mar 2006 | | 51,004 | | | 51,169 | | | Apr 2035 | | LIBOR+2.25% | | 3.54 | % | | 10.59 | | 51,004 | | | 51,004 | | | 51,174 | |
| Total debt obligations | | | | $ | 63,903 | | | $ | 64,068 | | | | | | | 3.96 | % | | 9.2 | | $ | 51,004 | | | $ | 65,479 | | | $ | 65,649 | |
(A)Including the effect of deferred financing costs.
(B)Collateral for this obligation is the Company's general credit.
Note 9. REAL ESTATE SECURITIES
The following is a summary of the Company’s real estate securities at June 30, 2022, which are classified as available-for-sale and are, therefore, reported at fair value with changes in fair value recorded in other comprehensive income, except for securities that are other-than-temporarily impaired.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| | | | | Amortized Cost Basis | | Gross Unrealized | | | | | | Weighted Average |
| Asset Type | | Outstanding Face Amount | | Other-Than- Temporary Impairment | | (Discount) Premium | | After Impairment and (Discount) Premium | | Gains | | Losses | | Carrying Value (A) | | Number of Securities | | Rating (B) | | Coupon | | Yield | | Life (Years) (C) | | Principal Subordination (D) |
| June 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
ABS - Non-Agency RMBS (E) | | $ | 4,000 | | | $ | (1,521) | | | $ | 197 | | | $ | 2,676 | | | $ | 170 | | | $ | — | | | $ | 2,846 | | | 1 | | | CCC | | 1.59 | % | | 29.16 | % | | 0.08 | | — | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
ABS - Non-Agency RMBS (E) | | $ | 4,000 | | | $ | (1,521) | | | $ | (156) | | | $ | 2,323 | | | $ | 1,163 | | | $ | — | | | $ | 3,486 | | | 1 | | | CCC | | 0.68 | % | | 29.16 | % | | 1.6 | | 67.4 | % |
(A)See Note 10 regarding the estimation of fair value, which is equal to carrying value for all securities.
(B)Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Ratings provided were determined by third-party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current.
(C)The weighted average life is based on the timing of expected cash flows on the assets.
(D)Percentage of the outstanding face amount of securities and residual interests that is subordinate to the Company’s investment.
(E)The ABS - Non-Agency RMBS is a floating rate security and the collateral securing it is located in various geographic regions in the United States. The Company does not have significant investments in any one geographic region.
The Company had no securities in an unrealized loss position as of June 30, 2022.
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data)
Note 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 June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
| Carrying Value | | Estimated Fair Value | | Fair Value Method (A) | | Carrying Value | | Estimated Fair Value |
| Assets | | | | | | | | | |
| Real estate securities, available-for-sale | $ | 2,846 | | | $ | 2,846 | | | Pricing models - Level 3 | | $ | 3,486 | | | $ | 3,486 | |
| Cash and cash equivalents | 22,685 | | | 22,685 | | | | | 58,286 | | | 58,286 | |
| Restricted cash, current and noncurrent | 4,359 | | | 4,359 | | | | | 4,278 | | | 4,278 | |
| Liabilities | | | | | | | | | |
| Junior subordinated notes payable | $ | 51,169 | | | $ | 27,388 | | | Pricing models - Level 3 | | $ | 51,174 | | | $ | 27,625 | |
(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 not traded.
Fair Value Measurements
The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company follows this hierarchy for its financial instruments measured at fair value.
Level 1 - Quoted prices in active markets for identical instruments.
Level 2 - Valuations based principally on observable market parameters, including:
•quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (such as interest rates and yield curves observable at commonly quoted intervals, implied volatilities and credit spreads), and
•market corroborated inputs (derived principally from or corroborated by observable market data).
Level 3 - Valuations determined using unobservable inputs that are supported by little or no market activity, and that are significant to the overall fair value measurement.
The Company’s real estate securities and debt obligations are currently not traded in active markets and therefore have little or no price transparency. As a result, the Company has estimated the fair value of these illiquid instruments based on internal pricing models subject to the Company's controls described below.
With respect to fair value estimates generated based on the Company’s internal pricing models, the Company’s management validates the inputs and outputs of the internal pricing models by comparing them to available independent third-party market parameters and models, where available, for reasonableness. The Company believes its valuation methods and the assumptions used are appropriate and consistent with those of other market participants.
Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodologies used to determine fair value and such changes could result in a significant increase or decrease in the fair value. For the Company’s investments in real estate securities categorized within Level 3 of the fair value hierarchy, the significant unobservable inputs include the discount rates, assumptions relating to prepayments, default rates and loss severities.
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(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 June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Weighted Average Significant Input |
| Asset Type | | Amortized Cost Basis | | Fair Value | | Discount
Rate | | Prepayment
Speed | | Cumulative Default Rate | | Loss
Severity |
| ABS - Non-Agency RMBS | | $ | 2,676 | | | $ | 2,846 | | | 13.0 | % | | 7.5 | % | | 3.0 | % | | 65.0 | % |
All of the inputs used have some degree of market observability, based on the Company’s knowledge of the market, relationships with market participants, and use of common market data sources. Collateral prepayment, default and loss severity projections are in the form of “curves” or “vectors” that vary for each monthly collateral cash flow projection. Methods used to develop these projections vary by asset class but conform to industry conventions. The Company uses assumptions that generate its best estimate of future cash flows of each respective security.
Real estate securities measured at fair value on a recurring basis using Level 3 inputs changed during the six months ended June 30, 2022 as follows:
| | | | | | | | |
| | | ABS - Non-Agency RMBS | | |
| Balance at December 31, 2021 | | $ | 3,486 | | | |
Total gains (losses) (A) | | | | |
| Included in other comprehensive income (loss) | | (993) | | | |
| Amortization included in interest income | | 362 | | | |
| | | | |
| Proceeds | | (9) | | | |
| Balance at June 30, 2022 | | $ | 2,846 | | | |
(A)None of the gains (losses) recorded in earnings during the period is attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting date. There were no purchases or sales during the six months ended June 30, 2022. There were no transfers into or out of Level 3 during the six months ended June 30, 2022.
Liabilities for Which Fair Value is Only Disclosed
The following table summarizes the level of the fair value hierarchy, valuation techniques and inputs used for estimating each class of liabilities not measured at fair value in the statement of financial position but for which fair value is disclosed:
| | | | | | | | | | | | | | | | | |
| Type of Liabilities Not Measured At Fair Value for Which Fair Value Is Disclosed | | Fair Value Hierarchy | | | Valuation Techniques and Significant Inputs |
| Junior subordinated notes payable | | Level 3 | | Valuation technique is based on discounted cash flows. Significant inputs include: |
| | | | l | Amount and timing of expected future cash flows |
| | | | l | Interest rates |
| | | | l | Market yields and the credit spread of the Company |
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) Note 11. EQUITY AND EARNINGS PER SHARE
Earnings per Share
The Company is required to present both basic and diluted earnings per share (“EPS”). The following table shows the amounts used in computing basic and diluted EPS:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Numerator for basic and diluted earnings per share: | | | | | | | |
| Loss from continuing operations after preferred dividends | $ | (10,828) | | | $ | (3,364) | | | $ | (31,191) | | | $ | (15,663) | |
| Loss Applicable to Common Stockholders | $ | (10,828) | | | $ | (3,364) | | | $ | (31,191) | | | $ | (15,663) | |
| | | | | | | |
| Denominator: | | | | | | | |
| Denominator for basic earnings per share - weighted average shares | 92,378,928 | | | 92,065,615 | | | 92,316,851 | | | 87,338,509 | |
| Effect of dilutive securities | | | | | | | |
| Options | — | | | — | | | — | | | — | |
| RSUs | — | | | — | | | — | | | — | |
| Denominator for diluted earnings per share - adjusted weighted average shares | 92,378,928 | | | 92,065,615 | | | 92,316,851 | | | 87,338,509 | |
| | | | | | | |
| Basic earnings per share: | | | | | | | |
| Loss from continuing operations per share of common stock after preferred dividends | $ | (0.12) | | | $ | (0.04) | | | $ | (0.34) | | | $ | (0.18) | |
| Loss Applicable to Common Stock, per share | $ | (0.12) | | | $ | (0.04) | | | $ | (0.34) | | | $ | (0.18) | |
| | | | | | | |
| Diluted earnings per share: | | | | | | | |
| Loss from continuing operations per share of common stock after preferred dividends | $ | (0.12) | | | $ | (0.04) | | | $ | (0.34) | | | $ | (0.18) | |
| Loss Applicable to Common Stock, per share | $ | (0.12) | | | $ | (0.04) | | | $ | (0.34) | | | $ | (0.18) | |
| | | | | | | |
Basic EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect of dilutive securities during each period. The Company’s dilutive securities are its options and RSUs. Based on the treasury stock method, the Company had 100,659 and 75,829 potentially dilutive securities during the three and six months ended June 30, 2022, respectively and 1,253,675 potentially dilutive securities during the three and six months ended June 30, 2021, which were excluded due to the Company's loss position. Net loss applicable to common stockholders is equal to net loss less preferred dividends.
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) Stock Options
The following is a summary of the changes in the Company’s outstanding options for the six months ended June 30, 2022:
| | | | | | | | | | | | | | | | | | | | |
| | Number of Options | | Weighted Average Strike Price | | Weighted Average Life Remaining (in years) |
| Balance at December 31, 2021 | | 3,582,548 | | | $ | 3.17 | | | |
| | | | | | |
| Balance at June 30, 2022 | | 3,582,548 | | | $ | 3.17 | | | 1.1 |
| | | | | | |
| Exercisable at June 30, 2022 | | 3,167,044 | | | $ | 3.09 | | | 1.1 |
As of June 30, 2022, the Company’s outstanding options were summarized as follows:
| | | | | | | | |
| | Number of Options |
| Held by a former Manager | | 3,167,044 | |
Granted to the former Manager and subsequently transferred to certain Manager’s employees (A) | | 415,504 | |
| | |
| | |
| Total | | 3,582,548 | |
(A)The Company and a former manager (the "Manager") agreed that options held by certain employees formerly employed by that Manager will not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options will relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the Manager as part of their compensation. The options fully vest and are exercisable one year prior to the option expiration date, beginning March 2020 through January 2024.
Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the options. Stock-based compensation expense related to the employee options was $0.1 million and $0.2 million during the three and six months ended June 30, 2022, and $0.2 million and $0.4 million during the three and six months ended June 30, 2021, respectively, and is recorded in general and administrative expense on the Consolidated Statements of Operations. During the six months ended June 30, 2022, the Company reversed $0.6 million in stock compensation expense related to certain previously issued options. The unrecognized stock-based compensation expense related to the unvested options was $0.2 million as of June 30, 2022 and will be expensed over a weighted average of 1.0 year.
Restricted Stock Units (RSUs)
The following is a summary of the changes in the Company’s RSUs for the six months ended June 30, 2022.
| | | | | | | | | | | | | | |
| | Number of RSUs | | Weighted Average Grant Date Fair Value (per unit) |
| Balance at December 31, 2021 | | 193,190 | | | $ | 2.2 | |
| | | | |
| | | | |
| Vested | | (23,605) | | | $ | 4.66 | |
| Forfeited (A) | | (8,047) | | | $ | 4.66 | |
| Balance at June 30, 2022 | | 161,538 | | | $ | 1.71 | |
(A) Unvested RSUs are forfeited by non-employee directors upon their departure from the board of directors and generally forfeited by employees upon their termination.
The Company grants RSUs to the non-employee directors as part of their annual compensation. The RSUs are subject to a one-year vesting period. During the six months ended June 30, 2022, the Company granted no RSUs to non-employee directors and 87,757 RSUs granted to non-employee directors vested. The Company also grants RSUs to employees as part of their annual compensation. The RSUs vest in equal annual installments on each of the first three anniversaries of the grant date. During the six months ended June 30, 2022, the Company did not grant RSUs to employees and 23,605 RSUs granted to employees vested. Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the RSUs. Stock-based compensation expense related to RSUs was $0.1 million and $0.1 million for the six months ended June 30, 2022 and $0.1 million and $0.2 million for three and six months ended June 30, 2021, respectively. Stock-based compensation expense is
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) recorded in general and administrative expense on the Consolidated Statements of Operations. During the six months ended June 30, 2022, the Company reversed $0.3 million in stock compensation expense related to certain previosuly issued RSUs. The unrecognized stock-based compensation expense related to the unvested RSUs was $0.1 million as of June 30, 2022 and will be expensed over a weighted average period of 0.3 years.
Preferred Stock
Dividends totaling $1.4 million were paid on January 31, 2022 to holders of record of preferred stock on January 1, 2022, in an amount equal to $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively.
Dividends totaling $1.4 million were paid on May 2, 2022 to holders of record of preferred stock on April 1, 2022, in an amount equal to $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively.
On May 1, 2022, the Board of Directors of the Company declared dividends on the Company’s preferred stock for the period beginning May 1, 2022 and ending July 31, 2022. The dividends are payable on August 1, 2022, to holders of record of preferred stock on July 1, 2022, in an amount equal to $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively.
On August 2, 2022, the Board of Directors of the Company declared dividends on the Company’s preferred stock for the period beginning August 1, 2022 and ending October 31, 2022. The dividends are payable on October 31, 2022, to holders of record of preferred stock on October 3, 2022, in an amount equal to $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively. As of June 30, 2022, $5.6 million of dividends on the Company's cumulative preferred stock were unpaid and in arrears.
Noncontrolling Interest
On July 12, 2021, the Company entered into an investment agreement among the Company and Symphony Ventures, which we refer to as Symphony, a company organized under the laws of Ireland, in which the Company agreed to sell to Symphony 10% of the partnership interests in each of the wholly owned subsidiary limited partnerships, which we refer to as “SLPs”, formed by the Company to hold each of the Company’s Puttery venues, in exchange for an amount in cash equal to 10% of the total cost to build the Puttery venue owned by such SLP. Symphony’s purchase price in each such SLP will be fully committed on the date the certificate of occupancy for the Puttery venue is received, up to a total commitment of $10 million. We control through a wholly owned subsidiary all general partnership interests and 90% of the limited partnership interests in the SLP, thus retaining all rights, powers and authority that govern the partnership and, as a result, we consolidate the financial results of this SLP, and report the noncontrolling interest representing the economic interest in the SLP held by Symphony. Currently the Company and Symphony are party to three SLPs, for the Puttery locations in The Colony, Texas, Charlotte, North Carolina, and Washington, D.C.
Tax Benefits Preservation Plan
On May 17, 2022, Drive Shack Inc. (the “Company”) entered into a Tax Benefits Preservation Plan (the “Plan”) with American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), and the disinterested members of the Board of Directors (the “Board”) of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to stockholders of record at the close of business on May 27, 2022 (the “Record Date”). Each Right is governed by the terms of the Plan and entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a “Unit”) of Series E Junior Participating Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”), at a purchase price of $7.50 per Unit, subject to adjustment (the “Purchase Price”). The Plan is intended to help protect the Company’s ability to use its tax net operating losses and certain other tax assets (“Tax Benefits”) by deterring an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (the “Code”).
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) Note 12. TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES
Agreements with the Former Manager
At June 30, 2022, the Manager, through its affiliates, and principals of the Manager, owned 9.0 million shares of the Company’s common stock and Fortress, through its affiliates, had options relating to an additional 3.2 million shares of the Company’s common stock (Note 11).
Note 13. COMMITMENTS AND CONTINGENCIES
Litigation - The Company is and may become, from time to time, involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental, personal injury and other claims. Although management is unable to predict with certainty the eventual outcome of any legal action, management believes the ultimate liability arising from such actions, individually and in the aggregate, which existed at June 30, 2022, will not materially affect the Company’s consolidated results of operations, financial position or cash flow. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on our financial results.
Environmental Costs — As a commercial real estate owner, the Company is subject to potential environmental costs. At June 30, 2022, management of the Company is not aware of any environmental concerns that would have a material adverse effect on the Company’s consolidated financial position or results of operations.
Surety Bonds — The Company is required to maintain bonds under certain third-party agreements, as requested by certain utility providers, and under the rules and regulations of licensing authorities and other governmental agencies. The Company had bonds outstanding of approximately $0.9 million as of June 30, 2022.
Month-to-Month Leases — The traditional golf segment has four month-to-month property leases which are cancellable by the parties with 30 days written notice. The traditional golf segment also has various month-to-month operating leases for carts and equipment. Lease expense is recorded in short-term lease cost as disclosed in Note 6.
Membership Deposit Liability — In the traditional golf business, until 2021 private country club members generally paid an advance initiation deposit upon their acceptance as a member to the respective country club. Initiation deposits are refundable 30 years after the date of acceptance as a member. As of June 30, 2022, the total nominal value of initiation fee deposits was approximately $249.3 million with annual maturities through 2051.
In 2002 American Golf Corporation ("AGC"), when it was owned by a previous owner, entered into a Restated Membership Deposit Assumption Agreement, with two trusts established by a previous owner of AGC (the “Trusts”) under which the Trusts agreed to unconditionally assume the obligations of AGC to refund certain membership deposit liabilities ("MDLs") in exchange for shares in AGC. The MDLs assumed were refundable 30 years from the date of acceptance of the member with the first liabilities assumed by the Trusts becoming refundable in 2020. The total redemption value of membership deposit liabilities assumed by the Trusts was $181.9 million. No asset was recorded at the time of our acquisition of AGC in recognition of this assumption agreement for the $181.9 million of liabilities assumed by the Trusts for the following reasons. 1) the substantial time period between the assumption of the liabilities and the first liabilities becoming refundable; 2) the inability of AGC to verify and monitor the assets of the Trusts to ensure the ability to perform under the terms of the assumption agreements; 3) the fact that the Trusts are not required to maintain any assets that would support such performance; 4) the Trust settlors were not required contractually to fund the Trusts; and 5) The Company does not have the ability to determine the likelihood that the Trusts will meet their obligations. In the event the Trusts are not able to fulfill their obligations, the Company would be responsible for refunding the outstanding balance of the MDL and therefore, recognizes these MDLs on its balance sheet. Though the Trusts initially assumed $181.9 million of MDLs the balance of related MDLs carried on the books of AGC, as of June 30, 2022, has been reduced to an undiscounted nominal value of $115 million through various assignments to third parties and partial membership refunds due to membership transfers. To-date, the Trust has met all of their obligations that have come due for which the Trust assumed responsibility under the Restated Membership Deposit Assumption Agreement. As of June 30, 2022 the Trusts had refunded a total of approximately $0.4 million of MDLs under the terms of the assumption agreements.
DRIVE SHACK INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2022
(Dollars in tables in thousands, except share data) Restricted Cash — Approximately $4.1 million of restricted cash at June 30, 2022 is used as credit enhancement for traditional golf’s obligations related to the performance of lease agreements and certain insurance claims.
Commitments - As of June 30, 2022, the Company has additional operating leases that have not yet commenced of $73.2 million. The leases are expected to commence over the next 12 months with initial lease terms of approximately 10 years. These leases are primarily real estate leases for future entertainment golf venues.
Preferred Dividends in Arrears - As of June 30, 2022, $5.6 million of dividends on the Company's cumulative preferred stock were unpaid and in arrears.
Note 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.
The Company's income tax provision was $0.9 million and $1.6 million for the three and six months ended June 30, 2022, respectively and $0.5 million and $0.9 million for the three and six months ended June 30, 2021, respectively.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.
The Company recorded a valuation allowance against its deferred tax assets as of June 30, 2022 as management does not believe that it is more likely than not that the deferred tax assets will be realized.
The Company and its subsidiaries file U.S. federal and state income tax returns in various jurisdictions. As of June 30, 2022, the Company is currently not subject to examination by the IRS for any open tax years and is currently under examination in Idaho for open tax years 2017 and after.
At June 30, 2022 and December 31, 2021, the Company reported a total liability for unrecognized tax benefits of $0.7 million. The Company does not anticipate any significant increases or decreases to the balance of unrecognized tax benefits during the next 12 months.
Note 15. IMPAIRMENT
The following table summarizes the amounts the Company recorded in the Consolidated Statements of Operations:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| (Gain) loss on lease terminations | | $ | 2,161 | | | $ | (655) | | | $ | 2,196 | | | $ | (655) | |
| Loss on corporate office assets (held-for-use) | | — | | | — | | | — | | | 3,303 | |
| | | | | | | | |
| Impairment on entertainment golf properties | | — | | | — | | | 12,854 | | | — | |
| | | | | | | | |
| Other (gains) loss | | — | | | 94 | | | (18) | | | — | |
| Total loss on impairment | | $ | 2,161 | | | $ | (561) | | | $ | 15,032 | | | $ | 2,648 | |
| | | | | | | | |
During the six months ended June 30, 2022 , the Company recorded impairment charges of $11.3 million related to construction in progress assets for its Drive Shack New Orleans venue as the Company determined that it will not restart construction of the venue. The assets consist primarily of a partially constructed, unfinished building and parking lot. During the second quarter of 2022, the Company entered into a termination agreement to terminate the underlying ground lease for the site. The Company recorded a $2.2 million loss on lease terminations related to the Drive Shack New Orleans venue.
During the six months ended June 30, 2022, the Company recorded impairment charges of $1.6 million related to certain assets acquired for our Puttery venues in Charlotte, North Carolina; Miami, Florida; and Washington, DC. The assets consisted of gameplay tracking cameras and supporting hardware and software for our venues. The Company has determined that it will not
utilize the devices and they will therefore not be installed. The Company is unable to recover the cost of the devices and the impairment charge represents the full value of the equipment.
During the six months ended June 30, 2021, the Company recorded impairment charges of $3.3 million related to right-of-use and other lease related assets of our former headquarters office in New York given the relocation of the Company’s headquarters to Dallas, TX. This included impairment of leasehold improvements of $0.3 million, furniture fixtures, and equipment of $0.6 million, and ROU assets of $2.3 million. The Company evaluated the recoverability of the carrying value of these assets using the income approach based on future assumptions of cash flows. The development of discounted cash flow models used to estimate the fair value of the asset groups required the application of significant judgement in determining market participant assumptions, including the projected sublease income over the remaining lease terms, expected downtime prior to the commencement of future subleases, expected lease incentives offered to future tenants, and discount rates that reflected the level of risk associated with these future cash flows. As the fair value inputs utilized are unobservable, the Company determined that the significant inputs used to value these properties fall within Level 3 for fair value reporting.
During the three months ended June 30, 2021, the Company recorded other losses totaling $0.1 million on retirement of other traditional golf assets.
Note 16. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.
Going Concern — During the period ended September 30, 2022, subsequent to the date of the Consolidated Financial Statements, management determined that there is a substantial doubt about the Company's ability to continue as a going concern over the 12 months from the date of the filing of this Amendment. The disclosure in this Footnote 16 speaks as of the date of this Amendment and not as of the date of the Original Filing.
The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
However, our business is dependent upon obtaining substantial funding from various sources. We generated a net loss in the third quarter ended September 30, 2022, and, as previously disclosed, in the fiscal years ended December 31, 2021, and December 31, 2020, and the first and second fiscal quarters of 2022. We do not anticipate that our operational and development cash requirements will be met through current liquidity and internally generated cash flows. Although we have historically depended on external financing sources at this stage in our growth plan, a variety of recent factors, including macroeconomic and geopolitical events such as inflation, rising interest rates and violent conflict in Ukraine, caused financing conditions in the United States to deteriorate in the second quarter and we believe this deterioration accelerated in the third quarter as rates rose. Relatedly, worsening financial conditions make it less likely that the Company will be successful in any effort to sell, finance or otherwise monetize assets to generate liquidity, since potential buyers may be cash constrained, face increased costs due to supply chain issues and face difficulty in pursuing financing sources.
In light of our liquidity position and these recently worsening financial conditions in the United States, management has concluded that there is a substantial doubt about the Company's ability to continue as a going concern over the next 12 months from the date of the filing of this Amendment.
Specifically, the Company’s current liquidity, including primarily cash and cash equivalents, is not sufficient to fund operations without additional sources of liquidity over the next 12 months. Therefore, the ability of the Company to continue operations is dependent on the degree of success of management’s plans to manage existing cash balances and to obtain additional financing to fund its short-term liquidity requirements. In order to manage existing cash balances, management intends to continue to reduce expenditures broadly across all aspects of its business. In order to mitigate the going concern, management expects that it will need to obtain external financing sources notwithstanding the negative conditions afflicting debt markets and other sources of potential liquidity