We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Drive Shack Inc | NYSE:DS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.1676 | 0 | 01:00:00 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Drive Shack Inc.
|
Maryland
|
|
81-0559116
|
(State or other jurisdiction of incorporation
|
|
(I.R.S. Employer Identification No.)
|
or organization)
|
|
|
1345 Avenue of the Americas, New York, NY
|
|
10105
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(212) 798-6100
|
(Former name, former address and former fiscal year, if changed since last report)
|
•
|
the ability to retain and attract members to our golf properties;
|
•
|
changes in global, national and local economic conditions, including, but not limited to, changes in consumer spending patterns, a prolonged economic slowdown and a downturn in the real estate market;
|
•
|
effects of unusual weather patterns and extreme weather events, geographical concentrations with respect to our operations and seasonality of our business;
|
•
|
competition within the industries in which we operate or may pursue additional investments, including competition for sites for our Entertainment Golf venues;
|
•
|
material increases in our expenses, including but not limited to unanticipated labor issues or costs with respect to our workforce, and costs of goods, utilities and supplies;
|
•
|
our inability to sell or exit certain properties, and unforeseen changes to our ability to develop, redevelop or renovate certain properties;
|
•
|
our ability to further invest in our business and implement our strategies;
|
•
|
difficulty monetizing our real estate debt investments;
|
•
|
liabilities with respect to inadequate insurance coverage, accidents or injuries on our properties, adverse litigation judgments or settlements, or membership deposits;
|
•
|
changes to and failure to comply with relevant regulations and legislation, including in order to maintain certain licenses and permits, and environmental regulations in connection with our operations;
|
•
|
inability to execute on our growth and development strategy by successfully developing, opening and operating new venues;
|
•
|
impacts of failures of our information technology and cybersecurity systems;
|
•
|
the impact of any current or further legal proceedings and regulatory investigations and inquiries;
|
•
|
the impact of any material transactions with FIG LLC (the “Manager”) or one of its affiliates, including the impact of any actual, potential or predicted conflicts of interest;
|
•
|
effects of the pending merger of Fortress Investment Group LLC with affiliates of SoftBank Group Corp.; and
|
•
|
other risks detailed from time to time below, particularly under the heading “Risk Factors,” and in our other reports filed with or furnished to the Securities and Exchange Commission (the “SEC”).
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
|
|
PAGE
|
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|
September 30, 2017
|
|
|
||||
|
(Unaudited)
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
182,371
|
|
|
$
|
140,140
|
|
Restricted cash
|
4,629
|
|
|
4,992
|
|
||
Accounts receivable, net
|
8,540
|
|
|
8,047
|
|
||
Real estate securities, available-for-sale
|
2,236
|
|
|
629,254
|
|
||
Other current assets
|
22,540
|
|
|
78,687
|
|
||
Total Current Assets
|
220,316
|
|
|
861,120
|
|
||
Restricted cash, noncurrent
|
1,407
|
|
|
1,412
|
|
||
Property and equipment, net of accumulated depreciation
|
226,049
|
|
|
217,611
|
|
||
Intangibles, net of accumulated amortization
|
59,309
|
|
|
65,112
|
|
||
Other investments
|
20,601
|
|
|
19,256
|
|
||
Other assets
|
8,433
|
|
|
7,447
|
|
||
Total Assets
|
$
|
536,115
|
|
|
$
|
1,171,958
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Obligations under capital leases
|
$
|
4,484
|
|
|
$
|
3,699
|
|
Membership deposit liabilities
|
8,830
|
|
|
8,491
|
|
||
Repurchase agreements
|
—
|
|
|
600,964
|
|
||
Accounts payable and accrued expenses
|
33,672
|
|
|
26,249
|
|
||
Deferred revenue
|
9,955
|
|
|
29,851
|
|
||
Other current liabilities
|
21,753
|
|
|
28,968
|
|
||
Total Current Liabilities
|
78,694
|
|
|
698,222
|
|
||
Credit facilities and obligations under capital leases
|
112,383
|
|
|
111,585
|
|
||
Junior subordinated notes payable
|
51,210
|
|
|
51,217
|
|
||
Membership deposit liabilities, noncurrent
|
84,896
|
|
|
80,549
|
|
||
Deferred revenue, noncurrent
|
6,900
|
|
|
6,256
|
|
||
Other liabilities
|
5,724
|
|
|
6,062
|
|
||
Total Liabilities
|
$
|
339,807
|
|
|
$
|
953,891
|
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 1,347,321 shares of 9.75% Series B Cumulative Redeemable Preferred Stock, 496,000 shares of 8.05% Series C Cumulative Redeemable Preferred Stock, and 620,000 shares of 8.375% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, issued and outstanding as of September 30, 2017 and December 31, 2016
|
$
|
61,583
|
|
|
$
|
61,583
|
|
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 66,932,744 and 66,824,304 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively
|
669
|
|
|
668
|
|
||
Additional paid-in capital
|
3,173,095
|
|
|
3,172,720
|
|
||
Accumulated deficit
|
(3,040,386
|
)
|
|
(3,018,072
|
)
|
||
Accumulated other comprehensive income
|
1,347
|
|
|
1,168
|
|
||
Total Equity
|
$
|
196,308
|
|
|
$
|
218,067
|
|
|
|
|
|
||||
Total Liabilities and Equity
|
$
|
536,115
|
|
|
$
|
1,171,958
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Golf course operations
|
$
|
62,034
|
|
|
$
|
63,249
|
|
|
$
|
168,969
|
|
|
$
|
174,718
|
|
Sales of food and beverages
|
19,657
|
|
|
19,913
|
|
|
53,223
|
|
|
55,086
|
|
||||
Total revenues
|
81,691
|
|
|
83,162
|
|
|
222,192
|
|
|
229,804
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating costs
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
67,385
|
|
|
69,251
|
|
|
187,730
|
|
|
195,670
|
|
||||
Cost of sales - food and beverages
|
5,721
|
|
|
6,026
|
|
|
15,762
|
|
|
17,139
|
|
||||
General and administrative expense
|
4,328
|
|
|
3,688
|
|
|
11,115
|
|
|
10,348
|
|
||||
Management fee to affiliate
|
2,678
|
|
|
2,676
|
|
|
8,032
|
|
|
8,027
|
|
||||
Depreciation and amortization
|
6,187
|
|
|
6,735
|
|
|
17,952
|
|
|
19,250
|
|
||||
Impairment
|
28
|
|
|
611
|
|
|
60
|
|
|
3,564
|
|
||||
Realized and unrealized (gain) loss on investments
|
(315
|
)
|
|
(6,605
|
)
|
|
6,361
|
|
|
(3,136
|
)
|
||||
Total operating costs
|
86,012
|
|
|
82,382
|
|
|
247,012
|
|
|
250,862
|
|
||||
Operating (loss) income
|
(4,321
|
)
|
|
780
|
|
|
(24,820
|
)
|
|
(21,058
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
||||||||
Interest and investment income
|
8,418
|
|
|
32,310
|
|
|
22,701
|
|
|
73,770
|
|
||||
Interest expense, net
|
(4,770
|
)
|
|
(13,138
|
)
|
|
(15,335
|
)
|
|
(39,089
|
)
|
||||
Gain on deconsolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
82,130
|
|
||||
Other income, net
|
202
|
|
|
505
|
|
|
372
|
|
|
1,339
|
|
||||
Total other income (expenses)
|
3,850
|
|
|
19,677
|
|
|
7,738
|
|
|
118,150
|
|
||||
(Loss) Income before income tax
|
(471
|
)
|
|
20,457
|
|
|
(17,082
|
)
|
|
97,092
|
|
||||
Income tax (benefit) expense
|
(2
|
)
|
|
(38
|
)
|
|
1,047
|
|
|
144
|
|
||||
Net (Loss) Income
|
(469
|
)
|
|
20,495
|
|
|
(18,129
|
)
|
|
96,948
|
|
||||
Preferred dividends
|
(1,395
|
)
|
|
(1,395
|
)
|
|
(4,185
|
)
|
|
(4,185
|
)
|
||||
Net income attributable to noncontrolling interest
|
—
|
|
|
(177
|
)
|
|
—
|
|
|
(165
|
)
|
||||
(Loss) Income Applicable to Common Stockholders
|
$
|
(1,864
|
)
|
|
$
|
18,923
|
|
|
$
|
(22,314
|
)
|
|
$
|
92,598
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) Income Applicable to Common Stock, per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.03
|
)
|
|
$
|
0.28
|
|
|
$
|
(0.33
|
)
|
|
$
|
1.39
|
|
Diluted
|
$
|
(0.03
|
)
|
|
$
|
0.27
|
|
|
$
|
(0.33
|
)
|
|
$
|
1.35
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Number of Shares of Common Stock Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
66,932,744
|
|
|
66,730,583
|
|
|
66,883,291
|
|
|
66,688,962
|
|
||||
Diluted
|
66,932,744
|
|
|
69,072,676
|
|
|
66,883,291
|
|
|
68,753,532
|
|
||||
Dividends Declared per Share of Common Stock
|
$
|
—
|
|
|
$
|
0.12
|
|
|
$
|
—
|
|
|
$
|
0.24
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net (loss) income
|
$
|
(469
|
)
|
|
$
|
20,495
|
|
|
$
|
(18,129
|
)
|
|
$
|
96,948
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gain on available-for-sale securities
|
1,257
|
|
|
894
|
|
|
2,524
|
|
|
8,696
|
|
||||
Reclassification of net realized gain on securities into earnings
|
(2,345
|
)
|
|
(10,080
|
)
|
|
(2,345
|
)
|
|
(18,506
|
)
|
||||
Reclassification of net realized gain on deconsolidation of CDO VI
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,682
|
)
|
||||
Reclassification of net realized gain on derivatives designated as cash flow hedges into earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||
Other comprehensive (loss) income
|
(1,088
|
)
|
|
(9,186
|
)
|
|
179
|
|
|
(30,512
|
)
|
||||
Total comprehensive (loss) income
|
$
|
(1,557
|
)
|
|
$
|
11,309
|
|
|
$
|
(17,950
|
)
|
|
$
|
66,436
|
|
Comprehensive (loss) income attributable to Drive Shack Inc. stockholders’ equity
|
$
|
(1,557
|
)
|
|
$
|
11,132
|
|
|
$
|
(17,950
|
)
|
|
$
|
66,271
|
|
Comprehensive income attributable to noncontrolling interest
|
$
|
—
|
|
|
$
|
177
|
|
|
$
|
—
|
|
|
$
|
165
|
|
|
Drive Shack Inc. Stockholders
|
|
|||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-
in Capital |
|
Accumulated
Deficit |
|
Accumulated Other Comp.
Income (Loss) |
|
Total Equity
(Deficit) |
||||||||||||||
Equity (deficit) - December 31, 2016
|
2,463,321
|
|
|
$
|
61,583
|
|
|
66,824,304
|
|
|
$
|
668
|
|
|
$
|
3,172,720
|
|
|
$
|
(3,018,072
|
)
|
|
$
|
1,168
|
|
|
$
|
218,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,185
|
)
|
|
—
|
|
|
(4,185
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Issuance of common stock (directors)
|
—
|
|
|
—
|
|
|
108,440
|
|
|
1
|
|
|
375
|
|
|
—
|
|
|
—
|
|
|
376
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,129
|
)
|
|
—
|
|
|
(18,129
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
179
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,950
|
)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity (deficit) - September 30, 2017
|
2,463,321
|
|
|
$
|
61,583
|
|
|
66,932,744
|
|
|
$
|
669
|
|
|
$
|
3,173,095
|
|
|
$
|
(3,040,386
|
)
|
|
$
|
1,347
|
|
|
$
|
196,308
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net (loss) income
|
$
|
(18,129
|
)
|
|
$
|
96,948
|
|
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
17,952
|
|
|
19,250
|
|
||
Amortization of discount and premium
|
(3,856
|
)
|
|
(8,156
|
)
|
||
Other amortization
|
7,889
|
|
|
7,998
|
|
||
Net interest income on investments accrued to principal balance
|
(8,458
|
)
|
|
(25,570
|
)
|
||
Amortization of revenue on golf membership deposit liabilities
|
(963
|
)
|
|
(646
|
)
|
||
Amortization of prepaid golf membership dues
|
(20,017
|
)
|
|
(20,951
|
)
|
||
Non-cash directors’ compensation
|
376
|
|
|
351
|
|
||
Impairment
|
60
|
|
|
3,564
|
|
||
Equity in earnings from equity method investments, net of distributions
|
(1,149
|
)
|
|
(1,129
|
)
|
||
Gain on deconsolidation
|
—
|
|
|
(82,130
|
)
|
||
Loss (Gain) on settlement of investments, net
|
5,368
|
|
|
(5,146
|
)
|
||
Unrealized loss on securities, intent-to-sell
|
558
|
|
|
—
|
|
||
Unrealized loss on non-hedge derivatives
|
688
|
|
|
1,702
|
|
||
Loss on extinguishment of debt
|
327
|
|
|
607
|
|
||
Change in:
|
|
|
|
|
|
||
Restricted cash
|
368
|
|
|
(2,487
|
)
|
||
Accounts receivable, net, other current assets and other assets - noncurrent
|
(1,053
|
)
|
|
(4,307
|
)
|
||
Accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrrent
|
5,405
|
|
|
5,405
|
|
||
Net cash used in operating activities
|
(14,634
|
)
|
|
(14,697
|
)
|
||
Cash Flows From Investing Activities
|
|
|
|
|
|
||
Principal repayments from investments
|
100,020
|
|
|
133,756
|
|
||
Purchase of real estate securities
|
—
|
|
|
(1,618,090
|
)
|
||
Proceeds from sale of securities and loans
|
595,850
|
|
|
1,128,906
|
|
||
Net payments for settlement of TBAs
|
(4,669
|
)
|
|
(13,675
|
)
|
||
Acquisition and additions of property and equipment and intangibles
|
(16,905
|
)
|
|
(9,147
|
)
|
||
Deposits paid on property and equipment
|
(1,486
|
)
|
|
—
|
|
||
Contributions to equity method investees
|
(196
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
672,614
|
|
|
(378,250
|
)
|
||
Cash Flows From Financing Activities
|
|
|
|
||||
Borrowings under debt obligations
|
1,651
|
|
|
1,670,481
|
|
||
Repayments of debt obligations
|
(605,469
|
)
|
|
(1,158,754
|
)
|
||
Margin deposits under repurchase agreements and derivatives
|
(89,692
|
)
|
|
(41,131
|
)
|
||
Return of margin deposits under repurchase agreements and derivatives
|
87,785
|
|
|
40,442
|
|
||
Golf membership deposits received
|
2,706
|
|
|
3,117
|
|
||
Common stock dividends paid
|
(8,019
|
)
|
|
(24,006
|
)
|
||
Preferred stock dividends paid
|
(4,185
|
)
|
|
(4,185
|
)
|
||
Payment of deferred financing costs
|
(22
|
)
|
|
(3,670
|
)
|
||
Other financing activities
|
(504
|
)
|
|
(709
|
)
|
||
Net cash (used in) provided by financing activities
|
(615,749
|
)
|
|
481,585
|
|
||
Net Increase in Cash and Cash Equivalents
|
42,231
|
|
|
88,638
|
|
||
Cash and Cash Equivalents, Beginning of Period
|
140,140
|
|
|
45,651
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
182,371
|
|
|
$
|
134,289
|
|
|
|
|
|
||||
Supplemental Schedule of Non-Cash Investing and Financing Activities
|
|
|
|
||||
Preferred stock dividends declared but not paid
|
$
|
930
|
|
|
$
|
—
|
|
Financing costs accrued but not paid
|
$
|
—
|
|
|
$
|
600
|
|
Additions to capital lease assets and liabilities
|
$
|
3,601
|
|
|
$
|
7,018
|
|
Additions to property and equipment and accounts payable
|
$
|
4,135
|
|
|
$
|
—
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
(Gain) on settlement of real estate securities
|
$
|
(2,345
|
)
|
|
$
|
(10,080
|
)
|
|
$
|
(2,345
|
)
|
|
$
|
(18,560
|
)
|
Loss on settlement of real estate securities
|
—
|
|
|
—
|
|
|
2,803
|
|
|
—
|
|
||||
Unrealized loss on securities, intent-to-sell
|
—
|
|
|
—
|
|
|
558
|
|
|
—
|
|
||||
(Gain) loss on settlement of loans held-for-sale
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
47
|
|
||||
Realized loss on settlement of TBAs, net
|
228
|
|
|
3,730
|
|
|
4,669
|
|
|
13,675
|
|
||||
Unrealized loss (gain) on non-hedge derivative instruments
|
1,802
|
|
|
(255
|
)
|
|
688
|
|
|
1,702
|
|
||||
Realized and unrealized (gain) loss on investments
|
$
|
(315
|
)
|
|
$
|
(6,605
|
)
|
|
$
|
6,361
|
|
|
$
|
(3,136
|
)
|
|
|
|
|
|
|
|
|
||||||||
(Loss) gain on lease modifications and terminations
|
$
|
(1
|
)
|
|
$
|
2
|
|
|
$
|
(161
|
)
|
|
$
|
(75
|
)
|
Loss on extinguishment of debt, net
|
(145
|
)
|
|
(227
|
)
|
|
(327
|
)
|
|
(607
|
)
|
||||
Collateral management fee income, net
|
92
|
|
|
119
|
|
|
341
|
|
|
481
|
|
||||
Equity in earnings of equity method investees
|
387
|
|
|
384
|
|
|
1,149
|
|
|
1,129
|
|
||||
(Loss) gain on disposal of long-lived assets
|
(3
|
)
|
|
—
|
|
|
23
|
|
|
24
|
|
||||
Other (loss) income
|
(128
|
)
|
|
227
|
|
|
(653
|
)
|
|
387
|
|
||||
Other income, net
|
$
|
202
|
|
|
$
|
505
|
|
|
$
|
372
|
|
|
$
|
1,339
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Accumulated Other Comprehensive Income ("AOCI") Components
|
|
Income Statement Location
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net realized (gain) loss on securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Impairment
|
|
Impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54
|
|
(Gain) on settlement of real estate securities
|
|
Realized and unrealized (gain) loss on investments
|
|
(2,345
|
)
|
|
(10,080
|
)
|
|
(2,345
|
)
|
|
(18,560
|
)
|
||||
Realized (gain) on deconsolidation of CDO VI
|
|
Gain on deconsolidation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,682
|
)
|
||||
|
|
|
|
$
|
(2,345
|
)
|
|
$
|
(10,080
|
)
|
|
$
|
(2,345
|
)
|
|
$
|
(39,188
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net realized (gain) on derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of deferred hedge (gain)
|
|
Interest expense, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications
|
|
|
|
$
|
(2,345
|
)
|
|
$
|
(10,080
|
)
|
|
$
|
(2,345
|
)
|
|
$
|
(39,208
|
)
|
|
|
Buildings and improvements
|
10-30 years
|
Capital leases - equipment
|
3-7 years
|
Furniture, fixtures and equipment
|
3-7 years
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Real estate related and other loans, held-for-sale, net
|
|
$
|
147
|
|
|
$
|
55,612
|
|
Prepaid expenses
|
|
3,428
|
|
|
3,580
|
|
||
Interest receivable
|
|
—
|
|
|
1,697
|
|
||
Deposits
|
|
3,002
|
|
|
1,314
|
|
||
Inventory
|
|
5,003
|
|
|
4,496
|
|
||
Derivative assets
|
|
—
|
|
|
371
|
|
||
Residential mortgage loans, held-for-sale, net
|
|
—
|
|
|
231
|
|
||
Receivables from brokers, dealers and clearing organizations
|
|
—
|
|
|
552
|
|
||
Miscellaneous assets, net
(A)
|
|
10,960
|
|
|
10,834
|
|
||
|
|
$
|
22,540
|
|
|
$
|
78,687
|
|
(A)
|
Includes
one
owned property in Annandale, New Jersey in the Traditional Golf segment classified as held-for-sale. The Company expects to close on this property within the next 12 months.
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Prepaid expenses
|
|
$
|
28
|
|
|
$
|
74
|
|
Deposits
|
|
2,353
|
|
|
2,791
|
|
||
Derivative assets
|
|
167
|
|
|
485
|
|
||
Miscellaneous assets, net
|
|
5,885
|
|
|
4,097
|
|
||
|
|
$
|
8,433
|
|
|
$
|
7,447
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Security deposits payable
|
|
$
|
7,939
|
|
|
$
|
5,978
|
|
Accrued rent
|
|
2,289
|
|
|
1,930
|
|
||
Due to affiliates
|
|
893
|
|
|
892
|
|
||
Dividends payable
|
|
930
|
|
|
8,949
|
|
||
Miscellaneous liabilities
|
|
9,702
|
|
|
11,219
|
|
||
|
|
$
|
21,753
|
|
|
$
|
28,968
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Security deposits payable
|
|
$
|
196
|
|
|
$
|
95
|
|
Unfavorable leasehold interests
|
|
3,587
|
|
|
4,225
|
|
||
Accrued rent
|
|
1,004
|
|
|
683
|
|
||
Miscellaneous liabilities
|
|
937
|
|
|
1,059
|
|
||
|
|
$
|
5,724
|
|
|
$
|
6,062
|
|
|
|
|
Traditional Golf
|
|
Entertainment Golf
|
|
Debt Investments
|
|
Corporate
|
|
Total
|
||||||||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Golf course operations
|
$
|
168,969
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
168,969
|
|
Sales of food and beverages
|
53,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,223
|
|
|||||
Total revenues
|
222,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
222,192
|
|
|||||
Operating costs
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses (A)
|
187,539
|
|
|
191
|
|
|
—
|
|
|
—
|
|
|
187,730
|
|
|||||
Cost of sales - food and beverages
|
15,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,762
|
|
|||||
General and administrative expense
|
2,152
|
|
|
203
|
|
|
10
|
|
|
3,899
|
|
|
6,264
|
|
|||||
General and administrative expense - acquisition and transaction expenses (B)
|
558
|
|
|
4,122
|
|
|
—
|
|
|
171
|
|
|
4,851
|
|
|||||
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
8,032
|
|
|
8,032
|
|
|||||
Depreciation and amortization
|
17,936
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
17,952
|
|
|||||
Impairment
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|||||
Realized and unrealized loss on investments
|
317
|
|
|
—
|
|
|
6,044
|
|
|
—
|
|
|
6,361
|
|
|||||
Total operating costs
|
224,264
|
|
|
4,532
|
|
|
6,114
|
|
|
12,102
|
|
|
247,012
|
|
|||||
Operating loss
|
(2,072
|
)
|
|
(4,532
|
)
|
|
(6,114
|
)
|
|
(12,102
|
)
|
|
(24,820
|
)
|
|||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and investment income
|
114
|
|
|
—
|
|
|
22,137
|
|
|
450
|
|
|
22,701
|
|
|||||
Interest expense, net (C)
|
(11,500
|
)
|
|
—
|
|
|
(2,532
|
)
|
|
(1,303
|
)
|
|
(15,335
|
)
|
|||||
Other (loss) income, net
|
(1,044
|
)
|
|
—
|
|
|
1,416
|
|
|
—
|
|
|
372
|
|
|||||
Total other income (expenses)
|
(12,430
|
)
|
|
—
|
|
|
21,021
|
|
|
(853
|
)
|
|
7,738
|
|
|||||
Income tax expense (D)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,047
|
|
|
1,047
|
|
|||||
Net (loss) income
|
(14,502
|
)
|
|
(4,532
|
)
|
|
14,907
|
|
|
(14,002
|
)
|
|
(18,129
|
)
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,185
|
)
|
|
(4,185
|
)
|
|||||
(Loss) income applicable to common stockholders
|
$
|
(14,502
|
)
|
|
$
|
(4,532
|
)
|
|
$
|
14,907
|
|
|
$
|
(18,187
|
)
|
|
$
|
(22,314
|
)
|
|
|
Traditional Golf
|
|
Entertainment Golf
|
|
Debt Investments
|
|
Corporate
|
|
Total
|
||||||||||
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Golf course operations
|
$
|
62,034
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,034
|
|
Sales of food and beverages
|
19,657
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,657
|
|
|||||
Total revenues
|
81,691
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,691
|
|
|||||
Operating costs
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses (A)
|
67,244
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
67,385
|
|
|||||
Cost of sales - food and beverages
|
5,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,721
|
|
|||||
General and administrative expense
|
708
|
|
|
60
|
|
|
10
|
|
|
1,619
|
|
|
2,397
|
|
|||||
General and administrative expense - acquisition and transaction expenses (B)
|
72
|
|
|
1,804
|
|
|
—
|
|
|
55
|
|
|
1,931
|
|
|||||
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
2,678
|
|
|
2,678
|
|
|||||
Depreciation and amortization
|
6,171
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
6,187
|
|
|||||
Impairment
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
|||||
Realized and unrealized loss (gain) on investments
|
32
|
|
|
—
|
|
|
(347
|
)
|
|
—
|
|
|
(315
|
)
|
|||||
Total operating costs
|
79,948
|
|
|
2,021
|
|
|
(309
|
)
|
|
4,352
|
|
|
86,012
|
|
|||||
Operating income (loss)
|
1,743
|
|
|
(2,021
|
)
|
|
309
|
|
|
(4,352
|
)
|
|
(4,321
|
)
|
|||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and investment income
|
42
|
|
|
—
|
|
|
8,085
|
|
|
291
|
|
|
8,418
|
|
|||||
Interest expense, net (C)
|
(3,830
|
)
|
|
—
|
|
|
(482
|
)
|
|
(458
|
)
|
|
(4,770
|
)
|
|||||
Other (loss) income, net
|
(211
|
)
|
|
—
|
|
|
413
|
|
|
—
|
|
|
202
|
|
|||||
Total other income (expenses)
|
(3,999
|
)
|
|
—
|
|
|
8,016
|
|
|
(167
|
)
|
|
3,850
|
|
|||||
Income tax benefit (D)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Net (loss) income
|
(2,256
|
)
|
|
(2,021
|
)
|
|
8,325
|
|
|
(4,517
|
)
|
|
(469
|
)
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,395
|
)
|
|
(1,395
|
)
|
|||||
(Loss) Income applicable to common stockholders
|
$
|
(2,256
|
)
|
|
$
|
(2,021
|
)
|
|
$
|
8,325
|
|
|
$
|
(5,912
|
)
|
|
$
|
(1,864
|
)
|
|
Traditional Golf
|
|
Entertainment Golf
|
|
Debt Investments (E)
|
|
Corporate
|
|
Total
|
||||||||||
September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
319,356
|
|
|
19,882
|
|
|
23,514
|
|
|
173,363
|
|
|
536,115
|
|
|||||
Total liabilities
|
278,352
|
|
|
5,384
|
|
|
170
|
|
|
55,901
|
|
|
339,807
|
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
61,583
|
|
|
61,583
|
|
|||||
Equity attributable to common stockholders
|
$
|
41,004
|
|
|
$
|
14,498
|
|
|
$
|
23,344
|
|
|
$
|
55,879
|
|
|
$
|
134,725
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property and equipment (including capital leases) during the nine months ended September 30, 2017
|
$
|
15,178
|
|
|
$
|
8,647
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,825
|
|
|
|
Traditional Golf
|
|
Entertainment Golf
|
|
Debt Investments
|
|
Corporate
|
|
Total
|
||||||||||
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Golf course operations
|
$
|
174,718
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
174,718
|
|
Sales of food and beverages
|
55,086
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,086
|
|
|||||
Total revenues
|
229,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229,804
|
|
|||||
Operating costs
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses (A)
|
195,670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,670
|
|
|||||
Cost of sales - food and beverages
|
17,139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,139
|
|
|||||
General and administrative expense
|
2,207
|
|
|
5
|
|
|
70
|
|
|
5,602
|
|
|
7,884
|
|
|||||
General and administrative expense - acquisition and transaction expenses (B)
|
1,182
|
|
|
911
|
|
|
—
|
|
|
371
|
|
|
2,464
|
|
|||||
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
8,027
|
|
|
8,027
|
|
|||||
Depreciation and amortization
|
19,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,250
|
|
|||||
Impairment
|
—
|
|
|
—
|
|
|
3,564
|
|
|
—
|
|
|
3,564
|
|
|||||
Realized and unrealized loss (gain) on investments
|
35
|
|
|
—
|
|
|
(3,171
|
)
|
|
—
|
|
|
(3,136
|
)
|
|||||
Total operating costs
|
235,483
|
|
|
916
|
|
|
463
|
|
|
14,000
|
|
|
250,862
|
|
|||||
Operating loss
|
(5,679
|
)
|
|
(916
|
)
|
|
(463
|
)
|
|
(14,000
|
)
|
|
(21,058
|
)
|
|||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and investment income
|
94
|
|
|
—
|
|
|
73,661
|
|
|
15
|
|
|
73,770
|
|
|||||
Interest expense, net (C)
|
(8,703
|
)
|
|
—
|
|
|
(28,482
|
)
|
|
(1,904
|
)
|
|
(39,089
|
)
|
|||||
Gain on deconsolidation
|
—
|
|
|
—
|
|
|
82,130
|
|
|
—
|
|
|
82,130
|
|
|||||
Other (loss) income, net
|
(272
|
)
|
|
—
|
|
|
1,611
|
|
|
—
|
|
|
1,339
|
|
|||||
Total other income (expenses)
|
(8,881
|
)
|
|
—
|
|
|
128,920
|
|
|
(1,889
|
)
|
|
118,150
|
|
|||||
Income tax expense
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|||||
Net (loss) income
|
(14,704
|
)
|
|
(916
|
)
|
|
128,457
|
|
|
(15,889
|
)
|
|
96,948
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,185
|
)
|
|
(4,185
|
)
|
|||||
Net income attributable to noncontrolling interest
|
(165
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
|||||
(Loss) income applicable to common stockholders
|
$
|
(14,869
|
)
|
|
$
|
(916
|
)
|
|
$
|
128,457
|
|
|
$
|
(20,074
|
)
|
|
$
|
92,598
|
|
|
|
Traditional Golf
|
|
Entertainment Golf
|
|
Debt Investments
|
|
Corporate
|
|
Total
|
||||||||||
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Golf course operations
|
$
|
63,249
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,249
|
|
Sales of food and beverages
|
19,913
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,913
|
|
|||||
Total revenues
|
83,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,162
|
|
|||||
Operating costs
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses (A)
|
69,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,251
|
|
|||||
Cost of sales - food and beverages
|
6,026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,026
|
|
|||||
General and administrative expense
|
662
|
|
|
3
|
|
|
32
|
|
|
1,936
|
|
|
2,633
|
|
|||||
General and administrative expense - acquisition and transaction expenses (B)
|
173
|
|
|
682
|
|
|
—
|
|
|
200
|
|
|
1,055
|
|
|||||
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
2,676
|
|
|
2,676
|
|
|||||
Depreciation and amortization
|
6,735
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,735
|
|
|||||
Impairment
|
—
|
|
|
—
|
|
|
611
|
|
|
—
|
|
|
611
|
|
|||||
Realized and unrealized loss (gain) on investments
|
15
|
|
|
—
|
|
|
(6,620
|
)
|
|
—
|
|
|
(6,605
|
)
|
|||||
Total operating costs
|
82,862
|
|
|
685
|
|
|
(5,977
|
)
|
|
4,812
|
|
|
82,382
|
|
|||||
Operating income (loss)
|
300
|
|
|
(685
|
)
|
|
5,977
|
|
|
(4,812
|
)
|
|
780
|
|
|||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and investment income
|
17
|
|
|
—
|
|
|
32,286
|
|
|
7
|
|
|
32,310
|
|
|||||
Interest expense, net (C)
|
(3,340
|
)
|
|
—
|
|
|
(9,405
|
)
|
|
(393
|
)
|
|
(13,138
|
)
|
|||||
Other income, net
|
—
|
|
|
—
|
|
|
505
|
|
|
—
|
|
|
505
|
|
|||||
Total other income (expenses)
|
(3,323
|
)
|
|
—
|
|
|
23,386
|
|
|
(386
|
)
|
|
19,677
|
|
|||||
Income tax benefit
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||||
Net (loss) income
|
(2,985
|
)
|
|
(685
|
)
|
|
29,363
|
|
|
(5,198
|
)
|
|
20,495
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,395
|
)
|
|
(1,395
|
)
|
|||||
Net income attributable to noncontrolling interest
|
(177
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|||||
(Loss) income applicable to common stockholders
|
$
|
(3,162
|
)
|
|
$
|
(685
|
)
|
|
$
|
29,363
|
|
|
$
|
(6,593
|
)
|
|
$
|
18,923
|
|
(A)
|
Operating expenses includes rental expenses recorded under operating leases for carts and equipment in the amount of
$0.7 million
and
$2.3 million
for the
three and nine months ended September 30, 2017
, respectively, and
$0.9 million
and
$2.9 million
for the
three and nine months ended September 30, 2016
, respectively. Operating expenses also includes amortization of favorable and unfavorable lease intangibles in the amount of
$1.0 million
and
$3.1 million
for the
three and nine months ended September 30, 2017
, respectively, and
$1.1 million
and
$3.4 million
for the
three and nine months ended September 30, 2016
, respectively. In addition, straight-line rent associated with our Entertainment Golf venues is included in operating expenses.
|
(B)
|
Acquisition and transaction expenses include costs related to completed and potential acquisitions and transactions which may include advisory, legal, accounting, valuation and other professional or consulting fees. Transaction expenses also include personnel and other costs which do not qualify for capitalization associated with the development of new Entertainment Golf venues.
|
(C)
|
Interest expense, net includes the accretion of membership deposit liabilities in the amount of
$1.6 million
and
$4.8 million
for the
three and nine months ended September 30, 2017
, respectively, and
$1.4 million
and
$4.3 million
for the
three and nine months ended September 30, 2016
, respectively. Interest expense is net of
$0.1 million
related to capitalized interest for Entertainment Golf for both the
three and nine months ended September 30, 2017
.
|
(D)
|
Effective January 1, 2017, the Company revoked its election to be treated as a REIT. As a result, the Company is subject to U.S. federal corporate income tax and the provision for income taxes is recorded in the corporate segment.
|
(E)
|
Total assets in the Debt Investments segment includes an equity method investment in the amount of
$20.6 million
recorded in other investments on the Consolidated Balance Sheets. See Note 2 for additional information.
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Depreciation
|
|
Net Carrying Value
|
|
Gross Carrying Amount
|
|
Accumulated Depreciation
|
|
Net Carrying Value
|
||||||||||||
Land
|
$
|
84,319
|
|
|
$
|
—
|
|
|
$
|
84,319
|
|
|
$
|
84,319
|
|
|
$
|
—
|
|
|
$
|
84,319
|
|
Buildings and improvements
|
151,489
|
|
|
(49,553
|
)
|
|
101,936
|
|
|
144,690
|
|
|
(39,402
|
)
|
|
105,288
|
|
||||||
Furniture, fixtures and equipment
|
32,874
|
|
|
(22,969
|
)
|
|
9,905
|
|
|
29,132
|
|
|
(20,516
|
)
|
|
8,616
|
|
||||||
Capital leases - equipment
|
24,284
|
|
|
(7,602
|
)
|
|
16,682
|
|
|
20,844
|
|
|
(4,818
|
)
|
|
16,026
|
|
||||||
Construction in progress
|
13,207
|
|
|
—
|
|
|
13,207
|
|
|
3,362
|
|
|
—
|
|
|
3,362
|
|
||||||
Total Property and Equipment
|
$
|
306,173
|
|
|
$
|
(80,124
|
)
|
|
$
|
226,049
|
|
|
$
|
282,347
|
|
|
$
|
(64,736
|
)
|
|
$
|
217,611
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Trade name
|
$
|
700
|
|
|
$
|
(87
|
)
|
|
$
|
613
|
|
|
$
|
700
|
|
|
$
|
(70
|
)
|
|
$
|
630
|
|
Leasehold intangibles (A)
|
48,107
|
|
|
(15,674
|
)
|
|
32,433
|
|
|
48,107
|
|
|
(12,550
|
)
|
|
35,557
|
|
||||||
Management contracts
|
35,111
|
|
|
(12,710
|
)
|
|
22,401
|
|
|
35,207
|
|
|
(10,434
|
)
|
|
24,773
|
|
||||||
Internally-developed software
|
800
|
|
|
(600
|
)
|
|
200
|
|
|
800
|
|
|
(480
|
)
|
|
320
|
|
||||||
Membership base
|
5,236
|
|
|
(2,805
|
)
|
|
2,431
|
|
|
5,236
|
|
|
(2,244
|
)
|
|
2,992
|
|
||||||
Nonamortizable liquor licenses
|
1,231
|
|
|
—
|
|
|
1,231
|
|
|
840
|
|
|
—
|
|
|
840
|
|
||||||
Total Intangibles
|
$
|
91,185
|
|
|
$
|
(31,876
|
)
|
|
$
|
59,309
|
|
|
$
|
90,890
|
|
|
$
|
(25,778
|
)
|
|
$
|
65,112
|
|
(A)
|
The amortization expense for leasehold intangibles is reported in operating expenses in the Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Debt Obligation/Collateral
|
|
Month Issued
|
|
Outstanding
Face Amount |
|
Carrying
Value |
|
Final Stated Maturity
|
|
Weighted
Average Coupon (A) |
|
Weighted Average
Funding Cost (B) |
|
Weighted Average Life (Years)
|
|
Face Amount of
Floating Rate Debt |
|||||||
Credit Facilities and Capital Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Traditional Golf term loan (C)(D)
|
|
June 2016
|
|
102,000
|
|
|
99,606
|
|
|
Jul 2019
|
|
LIBOR+4.70%
|
|
7.92
|
%
|
|
1.7
|
|
102,000
|
|
|||
Vineyard II
|
|
Dec 1993
|
|
200
|
|
|
200
|
|
|
Dec 2043
|
|
2.20%
|
|
2.20
|
%
|
|
26.2
|
|
200
|
|
|||
Capital leases (Equipment)
|
|
Jun 2014 - Sep 2017
|
|
17,061
|
|
|
17,061
|
|
|
Sep 2018 - Dec 2022
|
|
3.00% to 16.16%
|
|
6.55
|
%
|
|
3.7
|
|
—
|
|
|||
|
|
|
|
119,261
|
|
|
116,867
|
|
|
|
|
|
|
7.71
|
%
|
|
2.0
|
|
102,200
|
|
|||
Less current portion of obligations under capital leases
|
|
|
|
4,484
|
|
|
4,484
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit facilities and obligations under capital leases - noncurrent
|
|
|
|
114,777
|
|
|
112,383
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Junior subordinated notes payable (E)
|
|
Mar 2006
|
|
51,004
|
|
|
51,210
|
|
|
Apr 2035
|
|
LIBOR+2.25%
|
|
3.53
|
%
|
|
17.6
|
|
51,004
|
|
|||
Total debt obligations
|
|
|
|
$
|
165,781
|
|
|
$
|
163,593
|
|
|
|
|
|
|
6.44
|
%
|
|
6.7
|
|
$
|
153,204
|
|
(A)
|
Weighted average, including floating and fixed rate classes.
|
(B)
|
Including the effect of deferred financing costs.
|
(C)
|
The Traditional Golf term loan is collateralized by
22
golf properties. The carrying amount of the Traditional Golf term loan is reported net of amortized deferred financing costs of
$2.4 million
as of
September 30, 2017
.
|
(D)
|
Interest rate based on 1 month LIBOR plus
4.70%
with a LIBOR floor of
1.80%
. At the time of closing, the Company purchased a co-terminus LIBOR interest rate cap of
1.80%
.
|
(E)
|
Interest rate based on 3 month LIBOR plus
2.25%
.
|
October 1, 2017 - December 31, 2017
|
$
|
1,365
|
|
2018
|
5,464
|
|
|
2019
|
5,319
|
|
|
2020
|
4,039
|
|
|
2021
|
2,464
|
|
|
2022
|
662
|
|
|
Total minimum lease payments
|
19,313
|
|
|
Less: imputed interest
|
(2,252
|
)
|
|
Present value of net minimum lease payments
|
$
|
17,061
|
|
|
|
|
September 30, 2017
|
||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
Amortized Cost Basis
|
|
Gross Unrealized
|
|
|
|
|
|
Weighted Average
|
||||||||||||||||||||||||||||||||
Asset Type
|
|
Outstanding Face Amount
|
|
Before Impairment
|
|
Other-Than- Temporary Impairment
|
|
After Impairment
|
|
Gains
|
|
Losses
|
|
Carrying
Value (A) |
|
Number of Securities
|
|
Rating (B)
|
|
Coupon
|
|
Yield
|
|
Life
(Years) (C) |
|
Principal Subordination (D)
|
||||||||||||||||||
ABS - Non-Agency RMBS
|
|
$
|
4,000
|
|
|
$
|
2,410
|
|
|
$
|
(1,521
|
)
|
|
$
|
889
|
|
|
$
|
1,347
|
|
|
$
|
—
|
|
|
$
|
2,236
|
|
|
1
|
|
|
CCC
|
|
1.63
|
%
|
|
22.61
|
%
|
|
7.5
|
|
31.4
|
%
|
Total Securities, Available for Sale (E)
|
|
$
|
4,000
|
|
|
$
|
2,410
|
|
|
$
|
(1,521
|
)
|
|
$
|
889
|
|
|
$
|
1,347
|
|
|
$
|
—
|
|
|
$
|
2,236
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
See Note 10 regarding the estimation of fair value, which is equal to carrying value for all securities.
|
(B)
|
Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Ratings provided were determined by third-party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current.
|
(C)
|
The weighted average life is based on the timing of expected cash flows on the assets.
|
(D)
|
Percentage of the outstanding face amount of securities and residual interests that is subordinate to the Company’s investments.
|
(E)
|
The total outstanding face amount was
$4.0 million
for floating rate securities.
|
|
|
ABS - Non-Agency RMBS
|
|||||
Geographic Location
|
|
Outstanding Face Amount
|
|
Percentage
|
|||
Western U.S.
|
|
$
|
1,277
|
|
|
31.9
|
%
|
Northeastern U.S.
|
|
592
|
|
|
14.8
|
%
|
|
Southeastern U.S.
|
|
1,091
|
|
|
27.3
|
%
|
|
Midwestern U.S.
|
|
426
|
|
|
10.6
|
%
|
|
Southwestern U.S.
|
|
614
|
|
|
15.4
|
%
|
|
|
|
$
|
4,000
|
|
|
100.0
|
%
|
|
|
September 30, 2017
|
||||||||||||||||||||||||
Loan Type
|
Outstanding
Face Amount |
|
Carrying
Value |
|
Loan
Count |
|
Weighted
Average Yield |
|
Weighted Average Coupon
|
|
Weighted Average Life
(Years) (A) |
|
Floating Rate Loans as % of Face Amount
|
|
Delinquent Face Amount (B)
|
||||||||||
Mezzanine Loans
|
$
|
17,767
|
|
|
$
|
—
|
|
|
2
|
|
|
—
|
%
|
|
8.39
|
%
|
|
0.0
|
|
100.0
|
%
|
|
$
|
17,767
|
|
Corporate Loans
|
59,384
|
|
|
147
|
|
|
3
|
|
|
20.00
|
%
|
|
7.69
|
%
|
|
0.4
|
|
—
|
%
|
|
59,384
|
|
|||
Total Real Estate Related and other Loans Held-for-Sale, Net (C)
|
$
|
77,151
|
|
|
$
|
147
|
|
|
5
|
|
|
20.00
|
%
|
|
7.85
|
%
|
|
0.3
|
|
23.0
|
%
|
|
$
|
77,151
|
|
(A)
|
The weighted average maturity is based on the timing of expected cash flows on the assets.
|
(B)
|
Includes loans that are 60 days or more past due (including loans that are in foreclosure and borrowers in bankruptcy) or considered real estate owned (“REO”). As of
September 30, 2017
,
$77.2 million
face amount of real estate related and other loans was in non-accrual status.
|
(C)
|
Real estate related and other loans held-for-sale, net is recorded in other current assets on the Consolidated Balance Sheets.
|
|
Held-for-Sale
|
||||||
|
Real Estate Related and Other Loans (A)
|
|
Residential Mortgage Loans (A)
|
||||
Balance at December 31, 2016
|
$
|
55,612
|
|
|
$
|
231
|
|
Purchases / additional fundings
|
—
|
|
|
—
|
|
||
Interest accrued to principal balance
|
8,458
|
|
|
—
|
|
||
Settlements
|
(69,455
|
)
|
|
(183
|
)
|
||
Valuation allowance on loans
|
—
|
|
|
(60
|
)
|
||
Accretion of loan discount and other amortization
|
5,532
|
|
|
—
|
|
||
Gain on settlement of loans
|
—
|
|
|
12
|
|
||
Balance at September 30, 2017
|
$
|
147
|
|
|
$
|
—
|
|
(A)
|
Recorded in other current assets on the Consolidated Balance Sheets.
|
|
|
Held-For-Sale
|
||||||
|
Real Estate Related and Other Loans
|
|
Residential Mortgage Loans
|
||||
Balance at December 31, 2016
|
$
|
(74,691
|
)
|
|
$
|
(464
|
)
|
Charge-offs
|
—
|
|
|
524
|
|
||
Valuation allowance on loans
|
—
|
|
|
(60
|
)
|
||
Balance at September 30, 2017
|
$
|
(74,691
|
)
|
|
$
|
—
|
|
|
Real Estate Related and Other Loans
|
|||||
Geographic Location
|
Outstanding Face Amount
|
|
Percentage
|
|||
Foreign
|
63,454
|
|
|
100.0
|
%
|
|
|
$
|
63,454
|
|
|
100.0
|
%
|
Other (A)
|
13,697
|
|
|
|
||
Total
|
$
|
77,151
|
|
|
|
|
(A)
|
Includes corporate loans which are not directly secured by real estate assets.
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
Income Statement Location
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred hedge gain reclassified from AOCI into earnings
|
Interest expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||
Non-hedge derivatives
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on interest rate derivatives
|
Realized and unrealized (gain) loss on investments
|
|
$
|
32
|
|
|
$
|
15
|
|
|
$
|
317
|
|
|
$
|
34
|
|
Unrealized (gain) loss recognized related to TBAs
|
Realized and unrealized (gain) loss on investments
|
|
1,770
|
|
|
(270
|
)
|
|
371
|
|
|
1,668
|
|
||||
Realized loss on settlement of TBAs
|
Realized and unrealized (gain) loss on investments
|
|
228
|
|
|
3,730
|
|
|
4,669
|
|
|
13,675
|
|
|
Carrying
Value |
|
Estimated
Fair Value |
|
Fair Value Method (A)
|
||||
Assets
|
|
|
|
|
|
|
|
||
Real estate securities, available-for-sale
|
$
|
2,236
|
|
|
$
|
2,236
|
|
|
Pricing models
|
Real estate related and other loans, held-for-sale, net (B)
|
147
|
|
|
147
|
|
|
Pricing models
|
||
Cash and cash equivalents
|
182,371
|
|
|
182,371
|
|
|
|
||
Restricted cash, current and noncurrent
|
6,036
|
|
|
6,036
|
|
|
|
||
Non-hedge derivative assets (C)
|
167
|
|
|
167
|
|
|
Counterparty quotations
|
||
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||||
Credit facilities - Traditional Golf term loan
|
99,606
|
|
|
103,028
|
|
|
Pricing models
|
||
Junior subordinated notes payable
|
51,210
|
|
|
26,595
|
|
|
Pricing models
|
(A)
|
Internal pricing models are used for (i) real estate securities and loans that are not traded in an active market, and, therefore, have little or no price transparency, and for which significant unobservable inputs must be used in estimating fair value, or (ii) debt obligations which are private and untraded.
|
(B)
|
Real estate related and other loans held-for-sale, net are recorded in other current assets on the Consolidated Balance Sheets.
|
(C)
|
Represents an interest rate cap (Note 9).
|
|
•
|
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).
|
|
|
|
|
Fair Value
|
||||||||||||||||
|
Carrying Value
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
|
|
|
Market Quotations (Observable)
|
|
Market Quotations (Unobservable)
|
|
Internal Pricing Models
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Real estate securities, available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
ABS - Non-Agency RMBS
|
$
|
2,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,236
|
|
|
$
|
2,236
|
|
Real estate securities, available-for-sale total
|
$
|
2,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,236
|
|
|
$
|
2,236
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate cap, not treated as hedge
|
$
|
167
|
|
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
167
|
|
Derivative assets total
|
$
|
167
|
|
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
167
|
|
|
|
|
|
|
|
Weighted Average Significant Input
|
||||||||||||||
Asset Type
|
|
Amortized Cost Basis
|
|
Fair Value
|
|
Discount
Rate |
|
Prepayment
Speed |
|
Cumulative Default Rate
|
|
Loss
Severity |
||||||||
ABS - Non-Agency RMBS
|
|
$
|
889
|
|
|
$
|
2,236
|
|
|
12.0
|
%
|
|
4.0
|
%
|
|
3.2
|
%
|
|
71.3
|
%
|
Total
|
|
$
|
889
|
|
|
$
|
2,236
|
|
|
|
|
|
|
|
|
|
|
|
|
ABS - Non-Agency RMBS
|
||
Balance at December 31, 2016
|
|
$
|
1,950
|
|
Total gains (losses) (A)
|
|
|
|
|
Included in other comprehensive income (loss)
|
|
179
|
|
|
Amortization included in interest income
|
|
144
|
|
|
Purchases, sales and repayments (A)
|
|
|
|
|
Proceeds
|
|
(37
|
)
|
|
Balance at September 30, 2017
|
|
$
|
2,236
|
|
(A)
|
None of the gains (losses) recorded in earnings during the period are attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting dates. There were
no
purchases or sales during the
nine months ended September 30, 2017
. There were
no
transfers into or out of Level 3 during the
nine months ended September 30, 2017
.
|
Type of Liabilities Not Measured At Fair Value for Which Fair Value Is Disclosed
|
|
Fair Value Hierarchy
|
|
|
Valuation Techniques and Significant Inputs
|
Credit facilities
|
|
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
|
|
|
|
|
|
|
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
|
|
|
Number of Options
|
|
Weighted Average Strike Price
|
|
Weighted Average Life Remaining (in years)
|
|||
Balance at December 31, 2016
|
5,126,906
|
|
|
$
|
2.79
|
|
|
|
Expired
|
(116,330
|
)
|
|
13.13
|
|
|
|
|
Balance at September 30, 2017
|
5,010,576
|
|
|
$
|
2.55
|
|
|
5.84
|
|
|
|
|
|
|
|||
Exercisable at September 30, 2017
|
3,858,081
|
|
|
$
|
2.58
|
|
|
5.86
|
|
|
Issued in 2011 and thereafter
|
||
Held by the Manager
|
|
3,857,748
|
|
|
Issued to the Manager and subsequently transferred to certain of the Manager’s employees
|
|
1,152,495
|
|
|
Issued to the independent directors
|
|
333
|
|
|
Total
|
|
5,010,576
|
|
|
Weighted average strike price
|
|
$
|
2.55
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
(Loss) Income from continuing operations after preferred dividends and noncontrolling interests
|
$
|
(1,864
|
)
|
|
$
|
18,923
|
|
|
$
|
(22,314
|
)
|
|
$
|
92,598
|
|
(Loss) Income Applicable to Common Stockholders
|
$
|
(1,864
|
)
|
|
$
|
18,923
|
|
|
$
|
(22,314
|
)
|
|
$
|
92,598
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per share - weighted average shares
|
66,932,744
|
|
|
66,730,583
|
|
|
66,883,291
|
|
|
66,688,962
|
|
||||
Effect of dilutive securities
|
|
|
|
|
|
|
|
||||||||
Options
|
—
|
|
|
2,342,093
|
|
|
—
|
|
|
2,064,570
|
|
||||
Denominator for diluted earnings per share - adjusted weighted average shares
|
66,932,744
|
|
|
69,072,676
|
|
|
66,883,291
|
|
|
68,753,532
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
(Loss) Income from continuing operations per share of common stock, after preferred dividends and noncontrolling interests
|
$
|
(0.03
|
)
|
|
$
|
0.28
|
|
|
$
|
(0.33
|
)
|
|
$
|
1.39
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) Income Applicable to Common Stock, per share
|
$
|
(0.03
|
)
|
|
$
|
0.28
|
|
|
$
|
(0.33
|
)
|
|
$
|
1.39
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
(Loss) Income from continuing operations per share of common stock, after preferred dividends and noncontrolling interests
|
$
|
(0.03
|
)
|
|
$
|
0.27
|
|
|
$
|
(0.33
|
)
|
|
$
|
1.35
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) Income Applicable to Common Stock, per share
|
$
|
(0.03
|
)
|
|
$
|
0.27
|
|
|
$
|
(0.33
|
)
|
|
$
|
1.35
|
|
|
|
Amounts incurred under the Management Agreement
|
||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Management fees
|
$
|
2,553
|
|
|
$
|
2,551
|
|
|
$
|
7,657
|
|
|
$
|
7,652
|
|
Expense reimbursement to the Manager
|
125
|
|
|
125
|
|
|
375
|
|
|
375
|
|
||||
Incentive compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Management fee to affiliate
|
$
|
2,678
|
|
|
$
|
2,676
|
|
|
$
|
8,032
|
|
|
$
|
8,027
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(2
|
)
|
|
$
|
(37
|
)
|
|
$
|
1,047
|
|
|
$
|
27
|
|
State and Local
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
20
|
|
||||
Total Current (Benefit) Provision
|
$
|
(2
|
)
|
|
$
|
(38
|
)
|
|
$
|
1,047
|
|
|
$
|
47
|
|
Deferred:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
State and Local
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
Total Deferred Provision
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97
|
|
|
|
|
|
|
|
|
|
||||||||
Total (Benefit) Provision for Income Taxes
|
$
|
(2
|
)
|
|
$
|
(38
|
)
|
|
$
|
1,047
|
|
|
$
|
144
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
379
|
|
|
$
|
358
|
|
Depreciation and amortization
|
39,804
|
|
|
38,598
|
|
||
Accrued expenses
|
2,285
|
|
|
2,885
|
|
||
Interest
|
6,391
|
|
|
16,503
|
|
||
Net operating losses
|
151,107
|
|
|
162,629
|
|
||
Capital losses
|
9,241
|
|
|
—
|
|
||
Other
|
3,151
|
|
|
2,036
|
|
||
Total deferred tax assets
|
212,358
|
|
|
223,009
|
|
||
Less valuation allowance
|
(152,288
|
)
|
|
(133,192
|
)
|
||
Net deferred tax assets
|
$
|
60,070
|
|
|
$
|
89,817
|
|
Deferred tax liabilities:
|
|
|
|
||||
Leaseholds
|
12,780
|
|
|
13,681
|
|
||
Cancellation of debt
|
47,290
|
|
|
75,632
|
|
||
Other
|
—
|
|
|
504
|
|
||
Total deferred tax liabilities
|
$
|
60,070
|
|
|
$
|
89,817
|
|
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Traditional Golf
|
|
Entertainment Golf
|
|
Debt Investments
|
|
Corporate
|
|
Total
|
||||||||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues and interest and investment income
|
|
$
|
222,306
|
|
|
$
|
—
|
|
|
$
|
22,137
|
|
|
$
|
450
|
|
|
$
|
244,893
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues and interest and investment income
|
|
$
|
229,898
|
|
|
$
|
—
|
|
|
$
|
73,661
|
|
|
$
|
15
|
|
|
$
|
303,574
|
|
|
|
ABS - Non-Agency RMBS
|
||
Outstanding face amount
|
|
$
|
4,000
|
|
|
|
|
||
Fair value
|
|
$
|
2,236
|
|
|
|
|
||
Effect on fair value with 10% unfavorable change in:
|
|
|
||
Discount rate
|
|
$
|
(150
|
)
|
Prepayment rate
|
|
$
|
(47
|
)
|
Default rate
|
|
$
|
(3
|
)
|
Loss severity
|
|
$
|
(25
|
)
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Golf course operations
|
$
|
62,034
|
|
|
$
|
63,249
|
|
|
$
|
(1,215
|
)
|
|
(1.9
|
)%
|
Sales of food and beverages
|
19,657
|
|
|
19,913
|
|
|
(256
|
)
|
|
(1.3
|
)%
|
|||
Total revenues
|
81,691
|
|
|
83,162
|
|
|
(1,471
|
)
|
|
(1.8
|
)%
|
|||
Operating costs
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
67,385
|
|
|
69,251
|
|
|
(1,866
|
)
|
|
(2.7
|
)%
|
|||
Cost of sales - food and beverages
|
5,721
|
|
|
6,026
|
|
|
(305
|
)
|
|
(5.1
|
)%
|
|||
General and administrative expense
|
4,328
|
|
|
3,688
|
|
|
640
|
|
|
17.4
|
%
|
|||
Management fee to affiliate
|
2,678
|
|
|
2,676
|
|
|
2
|
|
|
0.1
|
%
|
|||
Depreciation and amortization
|
6,187
|
|
|
6,735
|
|
|
(548
|
)
|
|
(8.1
|
)%
|
|||
Impairment
|
28
|
|
|
611
|
|
|
(583
|
)
|
|
(95.4
|
)%
|
|||
Realized and unrealized gain on investments
|
(315
|
)
|
|
(6,605
|
)
|
|
(6,290
|
)
|
|
(95.2
|
)%
|
|||
Total operating costs
|
86,012
|
|
|
82,382
|
|
|
3,630
|
|
|
4.4
|
%
|
|||
Operating (loss) income
|
(4,321
|
)
|
|
780
|
|
|
(5,101
|
)
|
|
N.M.
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|||||||
Interest and investment income
|
8,418
|
|
|
32,310
|
|
|
(23,892
|
)
|
|
(73.9
|
)%
|
|||
Interest expense, net
|
(4,770
|
)
|
|
(13,138
|
)
|
|
(8,368
|
)
|
|
(63.7
|
)%
|
|||
Other income, net
|
202
|
|
|
505
|
|
|
(303
|
)
|
|
(60.0
|
)%
|
|||
Total other income (expenses)
|
3,850
|
|
|
19,677
|
|
|
(15,827
|
)
|
|
(80.4
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
(Loss) income before income tax
|
$
|
(471
|
)
|
|
$
|
20,457
|
|
|
$
|
(20,928
|
)
|
|
(102.3
|
)%
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Golf course operations
|
$
|
168,969
|
|
|
$
|
174,718
|
|
|
$
|
(5,749
|
)
|
|
(3.3
|
)%
|
Sales of food and beverages
|
53,223
|
|
|
55,086
|
|
|
(1,863
|
)
|
|
(3.4
|
)%
|
|||
Total revenues
|
222,192
|
|
|
229,804
|
|
|
(7,612
|
)
|
|
(3.3
|
)%
|
|||
Operating costs
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
187,730
|
|
|
195,670
|
|
|
(7,940
|
)
|
|
(4.1
|
)%
|
|||
Cost of sales - food and beverages
|
15,762
|
|
|
17,139
|
|
|
(1,377
|
)
|
|
(8.0
|
)%
|
|||
General and administrative expense
|
11,115
|
|
|
10,348
|
|
|
767
|
|
|
7.4
|
%
|
|||
Management fee to affiliate
|
8,032
|
|
|
8,027
|
|
|
5
|
|
|
0.1
|
%
|
|||
Depreciation and amortization
|
17,952
|
|
|
19,250
|
|
|
(1,298
|
)
|
|
(6.7
|
)%
|
|||
Impairment
|
60
|
|
|
3,564
|
|
|
(3,504
|
)
|
|
(98.3
|
)%
|
|||
Realized and unrealized loss (gain) on investments
|
6,361
|
|
|
(3,136
|
)
|
|
(9,497
|
)
|
|
(302.8
|
)%
|
|||
Total operating costs
|
247,012
|
|
|
250,862
|
|
|
(3,850
|
)
|
|
(1.5
|
)%
|
|||
Operating loss
|
(24,820
|
)
|
|
(21,058
|
)
|
|
3,762
|
|
|
17.9
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|||||||
Interest and investment income
|
22,701
|
|
|
73,770
|
|
|
(51,069
|
)
|
|
(69.2
|
)%
|
|||
Interest expense, net
|
(15,335
|
)
|
|
(39,089
|
)
|
|
(23,754
|
)
|
|
(60.8
|
)%
|
|||
Gain on deconsolidation
|
—
|
|
|
82,130
|
|
|
(82,130
|
)
|
|
(100.0
|
)%
|
|||
Other income, net
|
372
|
|
|
1,339
|
|
|
(967
|
)
|
|
(72.2
|
)%
|
|||
Total other income (expenses)
|
7,738
|
|
|
118,150
|
|
|
(110,412
|
)
|
|
(93.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
(Loss) income before income tax
|
$
|
(17,082
|
)
|
|
$
|
97,092
|
|
|
$
|
(114,174
|
)
|
|
(117.6
|
)%
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Golf course operations
|
$
|
62,034
|
|
|
$
|
63,249
|
|
|
$
|
(1,215
|
)
|
|
(1.9
|
)%
|
Sales of food and beverages
|
19,657
|
|
|
19,913
|
|
|
(256
|
)
|
|
(1.3
|
)%
|
|||
Total revenues
|
81,691
|
|
|
83,162
|
|
|
(1,471
|
)
|
|
(1.8
|
)%
|
|||
Operating costs
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
67,244
|
|
|
69,251
|
|
|
(2,007
|
)
|
|
(2.9
|
)%
|
|||
Cost of sales - food and beverages
|
5,721
|
|
|
6,026
|
|
|
(305
|
)
|
|
(5.1
|
)%
|
|||
General and administrative expense
|
780
|
|
|
835
|
|
|
(55
|
)
|
|
(6.6
|
)%
|
|||
Depreciation and amortization
|
6,171
|
|
|
6,735
|
|
|
(564
|
)
|
|
(8.4
|
)%
|
|||
Realized and unrealized loss on investments
|
32
|
|
|
15
|
|
|
17
|
|
|
113.3
|
%
|
|||
Total operating costs
|
79,948
|
|
|
82,862
|
|
|
(2,914
|
)
|
|
(3.5
|
)%
|
|||
Operating income
|
1,743
|
|
|
300
|
|
|
1,443
|
|
|
N.M.
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|||||||
Interest and investment income
|
42
|
|
|
17
|
|
|
25
|
|
|
147.1
|
%
|
|||
Interest expense, net
|
(3,830
|
)
|
|
(3,340
|
)
|
|
490
|
|
|
14.7
|
%
|
|||
Other loss, net
|
(211
|
)
|
|
—
|
|
|
211
|
|
|
N.M.
|
|
|||
Total other income (expenses)
|
(3,999
|
)
|
|
(3,323
|
)
|
|
676
|
|
|
20.3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Loss before income tax
|
$
|
(2,256
|
)
|
|
$
|
(3,023
|
)
|
|
$
|
(767
|
)
|
|
(25.4
|
)%
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Golf course operations
|
$
|
168,969
|
|
|
$
|
174,718
|
|
|
$
|
(5,749
|
)
|
|
(3.3
|
)%
|
Sales of food and beverages
|
53,223
|
|
|
55,086
|
|
|
(1,863
|
)
|
|
(3.4
|
)%
|
|||
Total revenues
|
222,192
|
|
|
229,804
|
|
|
(7,612
|
)
|
|
(3.3
|
)%
|
|||
Operating costs
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
187,539
|
|
|
195,670
|
|
|
(8,131
|
)
|
|
(4.2
|
)%
|
|||
Cost of sales - food and beverages
|
15,762
|
|
|
17,139
|
|
|
(1,377
|
)
|
|
(8.0
|
)%
|
|||
General and administrative expense
|
2,710
|
|
|
3,389
|
|
|
(679
|
)
|
|
(20.0
|
)%
|
|||
Depreciation and amortization
|
17,936
|
|
|
19,250
|
|
|
(1,314
|
)
|
|
(6.8
|
)%
|
|||
Realized and unrealized loss on investments
|
317
|
|
|
35
|
|
|
282
|
|
|
N.M.
|
|
|||
Total operating costs
|
224,264
|
|
|
235,483
|
|
|
(11,219
|
)
|
|
(4.8
|
)%
|
|||
Operating loss
|
(2,072
|
)
|
|
(5,679
|
)
|
|
(3,607
|
)
|
|
(63.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Other income (expenses)
|
|
|
|
|
—
|
|
|
|
||||||
Interest and investment income
|
114
|
|
|
94
|
|
|
20
|
|
|
21.3
|
%
|
|||
Interest expense, net
|
(11,500
|
)
|
|
(8,703
|
)
|
|
2,797
|
|
|
32.1
|
%
|
|||
Other loss, net
|
(1,044
|
)
|
|
(272
|
)
|
|
772
|
|
|
283.8
|
%
|
|||
Total other income (expenses)
|
(12,430
|
)
|
|
(8,881
|
)
|
|
3,549
|
|
|
40.0
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Loss before income tax
|
$
|
(14,502
|
)
|
|
$
|
(14,560
|
)
|
|
$
|
(58
|
)
|
|
(0.4
|
)%
|
•
|
For a further discussion of recent trends and events affecting our liquidity, see “– Market Considerations” above;
|
•
|
As described above, under “- Sources of Liquidity and Uses of Capital,” we may be subject to capital obligations associated with our Traditional and Entertainment Golf businesses;
|
•
|
Our debt obligations are also subject to refinancing risk upon the maturity of the related debt. See “– Debt Obligations” below; and
|
•
|
For a further discussion of a number of risks that could affect our liquidity, access to capital resources and our capital obligations, see Part II, Item 1A. “Risk Factors” below.
|
•
|
Access to Financing from Counterparties
– Decisions by investors, counterparties and lenders to enter into transactions with us will depend upon a number of factors, such as our historical and projected financial performance, compliance with the terms of our current credit and derivative arrangements, industry and market trends, the availability of capital and our investors’, counterparties’ and lenders’ policies and rates applicable thereto, and the relative attractiveness of alternative investment or lending opportunities.
|
•
|
Impact of Expected Repayment or Forecasted Sale on Cash Flows –
The timing of and proceeds from the repayment or sale of certain assets may be different than expected or may not occur as expected. Proceeds from sales of assets in the current illiquid market environment are unpredictable and may vary materially from their estimated fair value and their carrying value.
|
|
Nonrecourse
|
|
Recourse
|
|
Total
|
||||||
Period from October 1, 2017 through December 31, 2017
|
$
|
1,092
|
|
|
$
|
—
|
|
|
$
|
1,092
|
|
2018
|
4,553
|
|
|
—
|
|
|
4,553
|
|
|||
2019
|
106,713
|
|
|
—
|
|
|
106,713
|
|
|||
2020
|
3,712
|
|
|
—
|
|
|
3,712
|
|
|||
2021
|
2,343
|
|
|
—
|
|
|
2,343
|
|
|||
2022
|
648
|
|
|
—
|
|
|
648
|
|
|||
Thereafter
|
200
|
|
|
51,004
|
|
|
51,204
|
|
|||
Total
|
$
|
119,261
|
|
|
$
|
51,004
|
|
|
$
|
170,265
|
|
|
|
|
|
Amount Per Share
|
||||||||||
Declared for the Quarter Ended
|
|
Paid
|
|
Series B
|
|
Series C
|
|
Series D
|
||||||
January 31, 2017
|
|
January 2017
|
|
$
|
0.609
|
|
|
$
|
0.503
|
|
|
$
|
0.523
|
|
April 30, 2017
|
|
April 2017
|
|
$
|
0.609
|
|
|
$
|
0.503
|
|
|
$
|
0.523
|
|
July 31, 2017
|
|
July 2017
|
|
$
|
0.609
|
|
|
$
|
0.503
|
|
|
$
|
0.523
|
|
October 31, 2017
|
|
October 2017
|
|
$
|
0.609
|
|
|
$
|
0.503
|
|
|
$
|
0.523
|
|
|
|
Total Accumulated Other Comprehensive Income
|
||
Accumulated other comprehensive income, December 31, 2016
|
|
$
|
1,168
|
|
Net unrealized gain on available-for-sale securities
|
|
2,524
|
|
|
Reclassification of net realized gain on securities into earnings
|
|
(2,345
|
)
|
|
Accumulated other comprehensive income, September 30, 2017
|
|
$
|
1,347
|
|
•
|
Operating cash flows increased by:
|
◦
|
$4.9 million in our Traditional Golf business primarily as a result of higher fundings of escrow related to the closing of the Traditional Golf term loan in the second quarter of 2016 for the
nine months ended September 30, 2017
compared to the
nine months ended September 30, 2016
;
|
◦
|
$1.0 million due to savings in interest paid as a result of lower interest rates associated with our junior subordinated notes payable for the
nine months ended September 30, 2017
compared to the
nine months ended September 30, 2016
; and
|
◦
|
$1.6 million due to savings in corporate professional fees.
|
•
|
Operating cash flows decreased by:
|
◦
|
$4.9 million of higher costs associated with the development of the Entertainment Golf;
|
◦
|
$1.2 million of lower interest and other fees collected due to the sale of real estate securities; and
|
◦
|
$1.3 million in estimated federal tax payments for fiscal year 2017 as the Company revoked its election to be treated as a REIT effective January 1, 2017.
|
•
|
In April 2006, we securitized Subprime Portfolio I. The loans were sold to a securitization trust, of which 80% were treated as a sale, which is an off-balance sheet financing.
|
•
|
In July 2007, we securitized Subprime Portfolio II. The loans were sold to a securitization trust, of which 90% were treated as a sale, which is an off-balance sheet financing.
|
•
|
In October 2016, American Golf entered into an agreement to lease office space in El Segundo, California to serve as its new corporate headquarters. The lease commenced in February 2017 and expires in May 2022 with an option to extend to May 2027.
|
•
|
In 2016, the Company entered into a ground lease in Orlando, Florida. During June 2017, the Company committed to the lease as there were no remaining material contingencies under the terms of the lease. The initial lease term is 20 years and includes
three
5
-year renewal options.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
(Loss) Income applicable to common stockholders
|
$
|
(1,864
|
)
|
|
18,923
|
|
|
$
|
(22,314
|
)
|
|
$
|
92,598
|
|
|
Add (Deduct):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment
|
28
|
|
|
611
|
|
|
60
|
|
|
3,564
|
|
||||
Realized and unrealized (gain) loss on investments
|
(315
|
)
|
|
(6,605
|
)
|
|
6,361
|
|
|
(3,136
|
)
|
||||
Other loss (income)(A)
|
185
|
|
|
(121
|
)
|
|
777
|
|
|
(82,340
|
)
|
||||
Depreciation and amortization(B)
|
8,826
|
|
|
9,259
|
|
|
25,840
|
|
|
26,953
|
|
||||
Acquisition, transaction, restructuring and spin-off related expenses(C)
|
1,953
|
|
|
1,093
|
|
|
4,890
|
|
|
2,830
|
|
||||
Core earnings
|
$
|
8,813
|
|
|
$
|
23,160
|
|
|
$
|
15,614
|
|
|
$
|
40,469
|
|
(A)
|
Other (loss) income reconciliation:
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total other income (loss)
|
|
$
|
3,850
|
|
|
$
|
19,677
|
|
|
$
|
7,738
|
|
|
$
|
118,150
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
||||||||
Equity in earnings from equity method investees
|
|
(387
|
)
|
|
(384
|
)
|
|
(1,149
|
)
|
|
(1,129
|
)
|
||||
Interest and investment income
|
|
(8,418
|
)
|
|
(32,310
|
)
|
|
(22,701
|
)
|
|
(73,770
|
)
|
||||
Interest expense, net
|
|
4,770
|
|
|
13,138
|
|
|
15,335
|
|
|
39,089
|
|
||||
Other (loss) income
|
|
$
|
(185
|
)
|
|
$
|
121
|
|
|
$
|
(777
|
)
|
|
$
|
82,340
|
|
(B)
|
Including accretion of membership deposit liabilities of $1.6 million and $4.8 million and amortization of favorable and unfavorable leasehold intangibles of $1.0 million and $3.1 million in the
three and nine months ended September 30, 2017
, respectively. Including accretion of membership deposit liabilities of $1.4 million and $4.3 million and amortization of favorable and unfavorable leasehold intangibles of $1.1 million and $3.4 million in the
three and nine months ended September 30, 2016
, respectively. The accretion of membership deposit liabilities was recorded to interest expense, net and the amortization of favorable and unfavorable leasehold intangibles was recorded to operating expenses.
|
(C)
|
Including acquisition and transaction expenses of $1.9 million and $4.9 million and restructuring expenses of less than $0.1 million and less than $0.1 million during the
three and nine months ended September 30, 2017
, respectively. Including acquisition and transaction expenses of $1.1 million and $2.5 million and restructuring expenses of zero and $0.3 million during the
three and nine months ended September 30, 2016
, respectively. The acquisition and transaction costs were recorded to general and administrative expense and restructuring expenses were recorded to operating expenses.
|
(a)
|
Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and completely. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
|
(b)
|
Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
•
|
economic recessions or downturns;
|
•
|
increased unemployment;
|
•
|
low consumer confidence and outlook;
|
•
|
depressed housing markets;
|
•
|
decreased corporate spending, including on events or tournaments;
|
•
|
natural disasters, such as earthquakes, tornadoes, hurricanes, wildfires, blizzards, droughts and floods;
|
•
|
outbreaks of epidemic, pandemic or contagious diseases;
|
•
|
war, terrorist activities or threats and heightened travel security measures instituted in response to these events; and
|
•
|
the financial condition of the airline, automotive and other transportation-related industries and its impact on travel.
|
•
|
construction delays or cost overruns (including labor and materials) that may increase project costs;
|
•
|
obtaining zoning, occupancy and other required permits or authorizations;
|
•
|
governmental restrictions on the size or kind of development;
|
•
|
force majeure events, including earthquakes, tornadoes, hurricanes or floods;
|
•
|
design defects that could increase costs; and
|
•
|
environmental concerns which may create delays or increase costs.
|
•
|
find quality locations;
|
•
|
reach acceptable agreements regarding the lease or purchase of locations;
|
•
|
comply with applicable zoning, licensing, land use and environmental regulations;
|
•
|
raise or have available an adequate amount of cash or currently available financing for construction and opening costs;
|
•
|
adequately complete construction for operations;
|
•
|
timely hire, train and retain the skilled management and other employees necessary to meet staffing needs;
|
•
|
obtain, for acceptable cost, required permits and approvals, including liquor licenses; and
|
•
|
efficiently manage the amount of time and money used to build and open each new venue.
|
•
|
Interest rates and credit spreads;
|
•
|
The availability of credit, including the price, terms and conditions under which it can be obtained;
|
•
|
The quality, pricing and availability of suitable investments and credit losses with respect to our investments;
|
•
|
The ability to obtain accurate market-based valuations;
|
•
|
Loan values relative to the value of the underlying real estate assets;
|
•
|
Default rates on both residential and commercial mortgages and the amount of the related losses;
|
•
|
Prepayment speeds;
|
•
|
The actual and perceived state of the real estate markets, the U.S. economy and public capital markets generally;
|
•
|
Unemployment rates; and
|
•
|
The attractiveness of other types of investments relative to investments in real estate or generally.
|
•
|
risks of delinquency and foreclosure, and risks of loss in the event thereof;
|
•
|
the dependence upon the successful operation of and net income from real property;
|
•
|
risks generally incident to interests in real property; and
|
•
|
risks that may be presented by the type and use of a particular property.
|
•
|
limited liquidity in the secondary trading market;
|
•
|
substantial market price volatility resulting from changes in prevailing interest rates or credit spreads;
|
•
|
subordination to the prior claims of senior lenders to the issuer;
|
•
|
the possibility that earnings of the debt security issuer may be insufficient to meet its debt service; and
|
•
|
the declining creditworthiness and potential for insolvency of the issuer of such debt securities.
|
•
|
market conditions in the broader stock market in general, or in the real estate or golf industries in particular;
|
•
|
our ability to make investments with attractive risk-adjusted returns;
|
•
|
market perception of our current and projected financial condition, potential growth, future earnings and future cash dividends;
|
•
|
announcements we make regarding dividends;
|
•
|
actual or anticipated fluctuations in our quarterly financial and operating results;
|
•
|
market perception or media coverage of our Manager or its affiliates;
|
•
|
additional offerings of our common stock;
|
•
|
actions by rating agencies;
|
•
|
short sales of our common stock;
|
•
|
any decision to pursue a distribution or disposition of a meaningful portion of our assets;
|
•
|
any decision to meaningfully change our business strategy or sources of liquidity;
|
•
|
issuance of new or changed securities analysts’ reports or recommendations;
|
•
|
media coverage of us, or the outlook of the real estate and golf industries;
|
•
|
major reductions in trading volumes of our common stock, and on the exchanges on which we operate;
|
•
|
credit deterioration within our portfolio;
|
•
|
legislative or regulatory developments, including changes in the status of our regulatory approvals or licenses;
|
•
|
litigation and governmental investigations; and
|
•
|
any decision to pursue a spin-off of a portion of our assets.
|
•
|
any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding shares; or
|
•
|
an affiliate or associate of a corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation.
|
•
|
A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he or she otherwise would have become an interested stockholder.
|
•
|
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:
|
•
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation voting together as a single group; and
|
•
|
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder voting together as a single voting group.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
Exhibit Description
|
|
|
|
|
2.1
†
|
Separation and Distribution Agreement dated April 26, 2013, between New Residential Investment Corp. and the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, Exhibit 2.1, filed on May 3, 2013).
|
|
|
|
|
2.2
†
|
Separation and Distribution Agreement dated October 16, 2014, between New Senior Investment Group Inc. and the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, Exhibit 2.2, filed on November 5, 2014).
|
|
|
|
|
Articles of Restatement (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.2, filed on December 8, 2016).
|
|
|
|
|
|
Articles Supplementary relating to the Series B Preferred Stock (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, Exhibit 3.3, filed on May 13, 2003).
|
|
|
|
|
|
Articles Supplementary relating to the Series C Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.3, filed on October 25, 2005).
|
|
|
|
|
|
Articles Supplementary relating to the Series D Preferred Stock (incorporated by reference to the Registrant’s Report on Form 8-A, Exhibit 3.1, filed on March 14, 2007).
|
|
|
|
|
|
Articles Supplementary of Series E Junior Participating Preferred Stock (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 3.5, filed on March 2, 2017).
|
|
|
|
|
|
Amended and Restated By-laws (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.4, filed on December 8, 2016).
|
|
|
|
|
|
Junior Subordinated Indenture between Newcastle Investment Corp. and The Bank of New York Mellon Trust Company, National Association, dated April 30, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 4.1, filed on May 4, 2009).
|
|
|
|
|
|
Pledge and Security Agreement between Newcastle Investment Corp. and The Bank of New York Mellon Trust Company, National Association, as trustee, dated April 30, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 4.2, filed on May 4, 2009).
|
|
|
|
|
|
Pledge, Security Agreement and Account Control Agreement among Newcastle Investment Corp., NIC TP LLC, as pledgor, and The Bank of New York Mellon Trust Company, National Association, as bank and trustee, dated April 30, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8- K, Exhibit 4.3, filed on May 4, 2009).
|
|
|
|
|
|
Tax Benefits Preservation Plan, dated as of December 7, 2016, between Newcastle Investment Corp. and American Stock Transfer & Trust Company, LLC (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 4.1, filed on December 8, 2016.)
|
|
|
|
|
|
Amended and Restated Management and Advisory Agreement by and among the Registrant and FIG LLC, dated January 1, 2017 (incorporated by reference to the Registrant's Annual Report on Form 10-K, Exhibit 10.1, filed on March 2, 2017).
|
|
|
|
|
|
2012 Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan, adopted as of May 7, 2012 (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.3, filed on February 28, 2013).
|
|
|
|
|
|
Amended and Restated 2014 Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan, adopted as of November 3, 2014 (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.5, filed on March 2, 2015).
|
|
|
|
|
|
2015 Newcastle Investment Corp. Nonqualified Option and Incentive Award Plan, adopted as of April 16, 2015 (incorporated by reference to Annex A of the Registrant’s definitive proxy statement for the 2015 annual meeting of stockholders filed on April 17, 2015).
|
|
|
|
|
|
2016 Newcastle Investment Corp. Nonqualified Option and Incentive Award Plan (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 10.1, filed on May 19, 2016).
|
|
|
|
|
|
DRIVE SHACK INC.
|
|
|
|
|
|
By:
|
/s/ Sarah L. Watterson
|
|
Sarah L. Watterson
|
|
|
Chief Executive Officer and President
|
|
|
|
|
|
November 1, 2017
|
|
|
|
|
|
By:
|
/s/ Lawrence A. Goodfield, Jr.
|
|
Lawrence A. Goodfield, Jr.
|
|
|
Chief Financial Officer, Chief Accounting Officer and Treasurer
|
|
|
|
|
|
November 1, 2017
|
1 Year Drive Shack Chart |
1 Month Drive Shack Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions