DS Drive Shack Inc

Maryland		81-0559116
(State or other jurisdiction of incorporation		(I.R.S. Employer Identification No.)
or organization)

218 W. 18th Street, 3rd Floor, New York, NY		10011
(Address of principal executive offices)		(Zip Code)

(646) 585-5591

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	DS	New York Stock Exchange (NYSE)
9.75% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share	DS-PB	New York Stock Exchange (NYSE)
8.05% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share	DS-PC	New York Stock Exchange (NYSE)
8.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share	DS-PD	New York Stock Exchange (NYSE)

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•	the ability to retain and attract members and guests to our properties;

•	changes in global, national and local economic conditions, including, but not limited to, changes in consumer spending patterns, a prolonged economic slowdown and a downturn in the real estate market;

•	effects of unusual weather patterns and extreme weather events, geographical concentrations with respect to our operations and seasonality of our business;

•	competition within the industries in which we operate or may pursue additional investments, including competition for sites for our Entertainment Golf venues;

•	material increases in our expenses, including, but not limited to, unanticipated labor issues, rent or costs with respect to our workforce, and costs of goods, utilities and supplies;

•	our inability to sell or exit certain properties and unforeseen changes to our ability to develop, redevelop or renovate certain properties;

•	our ability to further invest in our business and implement our strategies;

•	difficulty monetizing our real estate debt investments;

•	liabilities with respect to inadequate insurance coverage, accidents or injuries on our properties, adverse litigation judgments or settlements, or membership deposits;

•	changes to and failure to comply with relevant regulations and legislation, including in order to maintain certain licenses and permits, and environmental regulations in connection with our operations;

•	inability to execute on our growth and development strategy by successfully developing, opening and operating new venues;

•	impacts of any failure of our information technology and cybersecurity systems;

•	the impact of any current or further legal proceedings and regulatory investigations and inquiries; and

•	other risks detailed from time to time below, particularly in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 , and in our subsequent filings with the Securities and Exchange Commission, which we refer to as the SEC in this Quarterly Report on Form 10-Q.

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•	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.

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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		39
Item 3.	Defaults upon Senior Securities		39
Item 4.	Mine Safety Disclosures		39
Item 5.	Other Information		39
Item 6.	Exhibits		40
SIGNATURES			43

 

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PART I.   FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DRIVE SHACK INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share data)

	(Unaudited)
	June 30, 2019				December 31, 2018
Assets
Current assets
Cash and cash equivalents	$	39,683			$	79,235
Restricted cash	4,299				3,326
Accounts receivable, net	6,341				7,518
Real estate assets, held-for-sale, net	33,355				75,862
Real estate securities, available-for-sale	3,071				2,953
Other current assets	20,471				20,505
Total current assets	107,220				189,399
Restricted cash, noncurrent	258				258
Property and equipment, net of accumulated depreciation	177,619				132,605
Operating lease right-of-use assets	225,666				—
Intangibles, net of accumulated amortization	20,115				48,388
Other investments	23,300				22,613
Other assets	4,897				8,684
Total assets	$	559,075			$	401,947
Liabilities and Equity
Current liabilities
Obligations under finance leases	$	7,675			$	5,489
Membership deposit liabilities	8,793				8,861
Accounts payable and accrued expenses	41,375				45,284
Deferred revenue	10,905				18,793
Real estate liabilities, held-for-sale	33				2,947
Other current liabilities	28,075				22,285
Total current liabilities	96,856				103,659
Credit facilities and obligations under finance leases - noncurrent	15,433				10,489
Operating lease liabilities - noncurrent	195,347				—
Junior subordinated notes payable	51,196				51,200
Membership deposit liabilities, noncurrent	94,156				90,684
Deferred revenue, noncurrent	5,930				6,016
Other liabilities	3,035				5,232
Total liabilities	$	461,953			$	267,280
Commitments and contingencies
Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 1,347,321 shares of 9.75% Series B Cumulative Redeemable Preferred Stock, 496,000 shares of 8.05% Series C Cumulative Redeemable Preferred Stock, and 620,000 shares of 8.375% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, issued and outstanding as of June 30, 2019 and December 31, 2018	$	61,583			$	61,583
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 67,033,104 and 67,027,104 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively	670				670
Additional paid-in capital	3,178,478				3,175,843
Accumulated deficit	(3,145,487		)		(3,105,307		)
Accumulated other comprehensive income	1,878				1,878
Total equity	$	97,122			$	134,667
Total liabilities and equity	$	559,075			$	401,947

See notes to Consolidated Financial Statements.

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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,
	2019				2018				2019				2018
Revenues
Golf operations	$	57,386			$	69,150			$	102,092			$	122,704
Sales of food and beverages	14,229				21,854				23,475				34,960
Total revenues	71,615				91,004				125,567				157,664
Operating costs
Operating expenses	58,720				67,042				106,443				124,421
Cost of sales - food and beverages	3,904				6,193				6,601				10,233
General and administrative expense	13,607				10,268				25,226				19,462
Depreciation and amortization	5,122				4,315				10,046				9,863
Pre-opening costs	1,700				247				2,879				1,803
Impairment	118				—				4,206				1,473
Realized and unrealized (gain) on investments	—				(89		)		—				(331		)
Total operating costs	83,171				87,976				155,401				166,924
Operating income (loss)	(11,556		)		3,028				(29,834		)		(9,260		)
Other income (expenses)
Interest and investment income	265				469				608				915
Interest expense, net	(1,795		)		(4,601		)		(3,947		)		(8,650		)
Other income (loss), net	127				(3,699		)		5,614				(4,105		)
Total other income (expenses)	(1,403		)		(7,831		)		2,275				(11,840		)
Loss before income tax	(12,959		)		(4,803		)		(27,559		)		(21,100		)
Income tax expense	—				—				—				—
Net Loss	(12,959		)		(4,803		)		(27,559		)		(21,100		)
Preferred dividends	(1,395		)		(1,395		)		(2,790		)		(2,790		)
Loss Applicable to Common Stockholders	$	(14,354	)		$	(6,198	)		$	(30,349	)		$	(23,890	)
Loss Applicable to Common Stock, per share
Basic	$	(0.21	)		$	(0.09	)		$	(0.45	)		$	(0.36	)
Diluted	$	(0.21	)		$	(0.09	)		$	(0.45	)		$	(0.36	)
Weighted Average Number of Shares of Common Stock Outstanding
Basic	67,029,610				66,977,104				67,028,364				66,977,104
Diluted	67,029,610				66,977,104				67,028,364				66,977,104

See notes to Consolidated Financial Statements.

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DRIVE SHACK INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(dollars in thousands, except share data)

	Three Months Ended June 30,								Six Months Ended June 30,
	2019				2018				2019				2018
Net loss	$	(12,959	)		$	(4,803	)		$	(27,559	)		$	(21,100	)
Other comprehensive income (loss):
Net unrealized gain on available-for-sale securities	—				30				—				63
Other comprehensive income	—				30				—				63
Total comprehensive loss	$	(12,959	)		$	(4,773	)		$	(27,559	)		$	(21,037	)
Comprehensive loss attributable to Drive Shack Inc. stockholders’ equity	$	(12,959	)		$	(4,773	)		$	(27,559	)		$	(21,037	)

  

See notes to Consolidated Financial Statements.

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DRIVE SHACK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(dollars in thousands, except share data)

	Drive Shack Inc. Stockholders
	Preferred Stock							Common Stock
	Shares			Amount				Shares			Amount				Additional Paid- in Capital				Accumulated Deficit				Accumulated Other Comp. Income				Total Equity (Deficit)
Equity (deficit) - December 31, 2017	2,463,321			$	61,583			66,977,104			$	670			$	3,173,281			$	(3,065,853	)		$	1,370			$	171,051
Dividends declared	—			—				—			—				—				(1,395		)		—				(1,395		)
Stock-based compensation	—			—				—			—				278				—				—				278
Adoption of ASC 606	—			—				—			—				—				4,809				—				4,809
Comprehensive income (loss)
Net loss	—			—				—			—				—				(16,297		)		—				(16,297		)
Other comprehensive income	—			—				—			—				—				—				33				33
Total comprehensive loss																											(16,264		)
Equity (deficit) - March 31, 2018	2,463,321			$	61,583			66,977,104			$	670			$	3,173,559			$	(3,078,736	)		$	1,403			$	158,479
Dividends declared	—			—				—			—				—				(1,395		)		—				(1,395		)
Stock-based compensation	—			—				—			—				530				—				—				530
Comprehensive income (loss)
Net loss	—			—				—			—				—				(4,803		)		—				(4,803		)
Other comprehensive income	—			—				—			—				—				—				30				30
Total comprehensive loss																											(4,773		)
Equity (deficit) - June 30, 2018	2,463,321			$	61,583			66,977,104			$	670			$	3,174,089			$	(3,084,934	)		$	1,433			$	152,841
Equity (deficit) - December 31, 2018	2,463,321			$	61,583			67,027,104			$	670			$	3,175,843			$	(3,105,307	)		$	1,878			$	134,667
Dividends declared	—			—				—			—				—				(1,395		)		—				(1,395		)
Stock-based compensation	—			—				—			—				1,222				—				—				1,222
Adoption of ASC 842	—			—				—			—				—				(9,831		)						(9,831		)
Comprehensive income (loss)
Net loss	—			—				—			—				—				(14,600		)		—				(14,600		)
Other comprehensive income	—			—				—			—				—				—				—				—
Total comprehensive loss																											(14,600		)
Equity (deficit) - March 31, 2019	2,463,321			$	61,583			67,027,104			$	670			$	3,177,065			$	(3,131,133	)		$	1,878			$	110,063
Dividends declared	—			—				—			—				—				(1,395		)		—				(1,395		)
Stock-based compensation	—			—				—			—				1,384				—				—				1,384
Purchase of common stock (directors)	—			—				6,000			—				29				—				—				29
Comprehensive income (loss)
Net loss	—			—				—			—				—				(12,959		)		—				(12,959		)
Other comprehensive income	—			—				—			—				—				—				—				—
Total comprehensive loss																											(12,959		)
Equity (deficit) - June 30, 2019	2,463,321			$	61,583			67,033,104			$	670			$	3,178,478			$	(3,145,487	)		$	1,878			$	97,122

See notes to Consolidated Financial Statements.

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DRIVE SHACK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(dollars in thousands, except share data)

	Six Months Ended June 30,
	2019				2018
Cash Flows From Operating Activities
Net loss	$	(27,559	)		$	(21,100	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	10,046				9,863
Amortization of discount and premium	(122		)		588
Other amortization	6,826				5,481
Amortization of revenue on golf membership deposit liabilities	(874		)		(726		)
Amortization of prepaid golf membership dues	(6,855		)		(12,990		)
Stock-based compensation	2,606				808
Impairment	4,206				1,473
Equity in earnings from equity method investments, net of distributions	(685		)		(766		)
Other (gains) losses, net	(4,573		)		4,055
Unrealized (gain) on investments	—				(331		)
Loss on extinguishment of debt	22				141
Change in:
Accounts receivable, net, other current assets and other assets - noncurrent	(1,579		)		(182		)
Accounts payable and accrued expenses, deferred revenue, other current liabilities and other liabilities - noncurrent	(5,685		)		1,801
Net cash used in operating activities	(24,226		)		(11,885		)
Cash Flows From Investing Activities
Proceeds from sale of property and equipment	32,665				—
Acquisition and additions of property and equipment and intangibles	(42,569		)		(27,877		)
Net cash used in investing activities	(9,904		)		(27,877		)
Cash Flows From Financing Activities
Repayments of debt obligations	(2,691		)		(2,344		)
Golf membership deposits received	1,012				1,735
Preferred stock dividends paid	(2,790		)		(2,790		)
Other financing activities	20				(232		)
Net cash used in financing activities	(4,449		)		(3,631		)
Net Decrease in Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent	(38,579		)		(43,393		)
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, Beginning of Period	82,819				173,688
Cash and Cash Equivalents, Restricted Cash and Restricted Cash, noncurrent, End of Period	$	44,240			$	130,295
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	$	10,652			$	2,416
Additions to property and equipment and accounts payable	$	2,816			$	6,882
Additions for operating lease right-of-use assets and operating lease liabilities	$	207,450			$	—

See notes to Consolidated Financial Statements.

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

1. ORGANIZATION

Drive Shack Inc., which is referred to, together with its subsidiaries, as “Drive Shack Inc.” or the “Company” is a leading owner and operator of golf-related leisure and entertainment businesses. The Company, a Maryland corporation, was formed in 2002, and its common stock is traded on the NYSE under the symbol “DS.”

The Company conducts its business through the following segments: (i) Entertainment Golf venues, (ii) Traditional Golf properties and (iii) corporate. For a further discussion of the reportable segments, see Note 4.

The Company opened its first Entertainment Golf venue in Orlando, Florida on April 7, 2018. The Company expects to open a chain of next-generation Entertainment Golf venues across the United States and internationally, which combine golf, competition, dining and fun.

The Company’s Traditional Golf business is one of the largest operators of golf properties in the United States. As of June 30, 2019 , the Company owned, leased or managed 61 properties across 10 states.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

Realized and Unrealized (Gain) Loss on Investments and Other Income (Loss), Net — These items are comprised of the following:

	Three Months Ended June 30,								Six Months Ended June 30,
	2019				2018				2019				2018
Unrealized (gain) on non-hedge derivative instruments	—				(89		)		—				(331		)
Realized and unrealized (gain) loss on investments	$	—			$	(89	)		$	—			$	(331	)
Loss on lease modifications and terminations	$	—			$	(25	)		$	—			$	(796	)
Loss on extinguishment of debt, net	(6		)		(89		)		(22		)		(141		)
Collateral management fee income, net	129				146				256				301
Equity in earnings of equity method investments	344				387				685				766
Gain (loss) on sale of long-lived assets and intangibles	(362		)		882				4,666				676
Other income (loss) (A)	22				(5,000		)		29				(4,911		)
Other income (loss), net	$	127			$	(3,699	)		$	5,614			$	(4,105	)

(A)	During the three months ended June 30, 2018 , the Company recorded a net loss of approximately $4.9 million related to the settlement of a legal dispute and a related discharge of liabilities assumed by the counterparty to the settlement. See Note 13 for additional information.

Property and Equipment, Net — Long-lived assets to be disposed of by sale, which meet certain criteria, are reclassified to real estate held-for-sale and measured at the lower of their carrying amount or fair value less costs of sale. The Company suspends depreciation and amortization for assets held-for-sale. Subsequent changes to the estimated fair value less costs to sell could impact the measurement of assets held-for-sale. Decreases are recognized as an impairment loss and recorded in "Impairment" on the Consolidated Statements of Operations. To the extent the fair value increases, any previously reported impairment is reversed. Real estate held-for-sale is recorded in “Real estate assets, held-for-sale, net” and “Real estate liabilities, held-for-sale” on the Consolidated Balance Sheets.

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

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

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

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

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

Other Investment — The Company owns an approximately 22% economic interest in a limited liability company which owns preferred equity secured by a commercial real estate project. The Company accounts for this investment as an equity method investment. As of June 30, 2019 and December 31, 2018 , the carrying value of this investment was $23.3 million and $22.6 million , respectively. The Company evaluates its equity method investment for other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. The evaluation of recoverability is based on management’s assessment of the financial condition and near-term prospects of the commercial real estate project, the length of time and the extent to which the market value of the investment has been less than cost, availability and cost of financing, demand for space, competition for tenants, changes in market rental rates, and operating costs.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its recoverability analyses may not be realized, and actual losses or impairment may be realized in the future.

Impairment of Long-lived Assets — The Company periodically reviews the carrying amounts of its long-lived assets, including real estate held-for-use and held-for-sale, as well as finite-lived intangible assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. The assessment of recoverability is based on management’s estimates by comparing the sum of the estimated undiscounted cash flows generated by the underlying asset, or other appropriate grouping of assets, to its carrying value to determine whether an impairment existed at its lowest level of identifiable cash flows. If the carrying amount of the asset is greater than the expected undiscounted cash flows to be generated by such asset, an impairment is recognized to the extent the carrying value of such asset exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate.

Other Current Assets

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

		June 30, 2019				December 31, 2018
Prepaid expenses		$	2,372			$	2,651
Deposits		2,516				2,494
Inventory		2,743				2,855
Miscellaneous current assets, net		12,840				12,505
Other current assets		$	20,471			$	20,505

 

Other Assets

The following table summarizes the Company's other assets:

		June 30, 2019				December 31, 2018
Prepaid expenses		$	261			$	277
Deposits		2,097				2,140
Miscellaneous assets, net		2,539				6,267
Other assets		$	4,897			$	8,684

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

Other Current Liabilities

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

		June 30, 2019				December 31, 2018
Security deposits payable		$	5,933			$	14,188
Operating lease liabilities		15,835				—
Accrued rent		2,315				2,885
Dividends payable		930				930
Miscellaneous current liabilities		3,062				4,282
Other current liabilities		$	28,075			$	22,285

Other Liabilities

The following table summarized the Company's other liabilities:

		June 30, 2019				December 31, 2018
Security deposits payable		$	319			$	91
Service obligation intangible		1,954				2,759
Accrued rent		—				1,617
Miscellaneous liabilities		762				765
Other liabilities		$	3,035			$	5,232

Recent Accounting Pronouncements

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

In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount under the other-than-temporary impairment model. In November 2018, the FASB issued ASU 2018-19 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that operating lease receivables accounted for under ASC 842 are not in the scope of this guidance. In April 2019, the FASB issued ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which addresses certain fair value disclosure requirements, the measurement basis under the measurement alternative and which equity securities have to be remeasured at historical exchange rates. In May 2019, the FASB issued Financial Instruments - Credit Losses (Topic 326), Targeted Transition Relief , which allows entities to elect to measure assets in the scope of ASC 326-20, using the fair value option when ASU 2016-13 is adopted. The effective date of the standards will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and early adoption is permitted for annual periods beginning after December 15, 2018. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of

9

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

the first reporting period in which the guidance is effective. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements.

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

3. REVENUES

The majority of the Company’s revenue is recognized at a point in time which is at the time of sale to customers at the Company’s Entertainment Golf venues and Traditional Golf properties, including green fees, cart rentals, bay play, events and sales of food, beverages and merchandise.

The Company’s revenue is all generated within the Entertainment and Traditional Golf segments. The following tables disaggregate revenue by category: Entertainment golf venues, public and private golf properties (owned and leased) and managed golf properties.

		Three Months Ended June 30, 2019																				Six Months Ended June 30, 2019
		Ent. golf venues				Public golf properties				Private golf properties				Managed golf properties				Total				Ent. golf venues				Public golf properties				Private golf properties				Managed golf properties				Total
Golf operations		$	607			$	28,902			$	13,352			$	14,525			$	57,386			$	1,288			$	46,366			$	28,806			$	25,632			$	102,092
Sales of food and beverages		872				10,116				3,241				—				14,229				1,911				15,593				5,971				—				23,475
Total revenues		$	1,479			$	39,018			$	16,593			$	14,525			$	71,615			$	3,199			$	61,959			$	34,777			$	25,632			$	125,567

		Three Months Ended June 30, 2018																				Six Months Ended June 30, 2018
		Ent. golf venues				Public golf properties				Private golf properties				Managed golf properties				Total				Ent. golf venues				Public golf properties				Private golf properties				Managed golf properties				Total
Golf operations		$	855			$	34,609			$	26,891			$	6,795			$	69,150			$	855			$	56,979			$	52,840			$	12,030			$	122,704
Sales of food and beverages		952				12,307				8,595				—				21,854				952				19,514				14,494				—				34,960
Total revenues		$	1,807			$	46,916			$	35,486			$	6,795			$	91,004			$	1,807			$	76,493			$	67,334			$	12,030			$	157,664

4. SEGMENT REPORTING

 

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

The Company opened its inaugural Entertainment Golf venue in Orlando, Florida on April 7, 2018 and expects to continue opening a chain of next-generation Entertainment Golf venues across the United States and internationally, which combine golf, competition, dining and fun. 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

Additionally, the Company's Traditional Golf business is one of the largest operators of golf properties in the United States. As of June 30, 2019 , the Company owned, leased or managed 61 Traditional Golf properties across 10 states. 

The corporate segment consists primarily of investments in loans and securities, interest income on short-term investments, general and administrative expenses as a public company, interest expense on the junior subordinated notes payable (Note 8) and income tax expense (Note 14).

 

Summary financial data on the Company’s segments is given below, together with a reconciliation to the same data for the Company as a whole:

		Entertainment Golf				Traditional Golf				Corporate				Total
Six Months Ended June 30, 2019
Revenues
Golf operations		$	1,288			$	100,804			$	—			$	102,092
Sales of food and beverages		1,911				21,564				—				23,475
Total revenues		3,199				122,368				—				125,567
Operating costs
Operating expenses (A)		3,605				102,838				—				106,443
Cost of sales - food and beverages		501				6,100				—				6,601
General and administrative expense (B)		6,930				8,212				8,510				23,652
General and administrative expense - acquisition and transaction expenses (C)		963				333				278				1,574
Depreciation and amortization		1,670				8,335				41				10,046
Pre-opening costs (D)		2,879				—				—				2,879
Impairment		118				4,088				—				4,206
Realized and unrealized (gain) on investments		—				—				—				—
Total operating costs		16,666				129,906				8,829				155,401
Operating loss		(13,467		)		(7,538		)		(8,829		)		(29,834		)
Other income (expenses)
Interest and investment income		246				61				301				608
Interest expense (E)		(142		)		(4,051		)		(1,256		)		(5,449		)
Capitalized interest (E)		—				413				1,089				1,502
Other (loss) income, net		(7		)		4,688				933				5,614
Total other income (expenses)		97				1,111				1,067				2,275
Income tax expense		—				—				—				—
Net loss		(13,370		)		(6,427		)		(7,762		)		(27,559		)
Preferred dividends		—				—				(2,790		)		(2,790		)
Loss applicable to common stockholders		$	(13,370	)		$	(6,427	)		$	(10,552	)		$	(30,349	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

Summary segment financial data (continued).

		Entertainment Golf				Traditional Golf				Corporate				Total
Three Months Ended June 30, 2019
Revenues
Golf operations		$	607			$	56,779			$	—			$	57,386
Sales of food and beverages		872				13,357				—				14,229
Total revenues		1,479				70,136				—				71,615
Operating costs
Operating expenses (A)		1,857				56,863				—				58,720
Cost of sales - food and beverages		251				3,653				—				3,904
General and administrative expense (B)		3,551				4,316				4,565				12,432
General and administrative expense - acquisition and transaction expenses (C)		806				179				190				1,175
Depreciation and amortization		961				4,118				43				5,122
Pre-opening costs (D)		1,700				—				—				1,700
Impairment		118				—				—				118
Realized and unrealized loss on investments		—				—				—				—
Total operating costs		9,244				69,129				4,798				83,171
Operating (loss) income		(7,765		)		1,007				(4,798		)		(11,556		)
Other income (expenses)
Interest and investment income		114				23				128				265
Interest expense (E)		(142		)		(1,861		)		(629		)		(2,632		)
Capitalized interest (E)		—				226				611				837
Other (loss) income, net		—				(343		)		470				127
Total other income (expenses)		(28		)		(1,955		)		580				(1,403		)
Income tax expense		—				—				—				—
Net loss		(7,793		)		(948		)		(4,218		)		(12,959		)
Preferred dividends		—				—				(1,395		)		(1,395		)
Loss applicable to common stockholders		$	(7,793	)		$	(948	)		$	(5,613	)		$	(14,354	)

		Entertainment Golf				Traditional Golf				Corporate (F)				Total
June 30, 2019
Total assets		180,343				336,484				42,248				559,075
Total liabilities		46,035				354,116				61,802				461,953
Preferred stock		—				—				61,583				61,583
Equity attributable to common stockholders		$	134,308			$	(17,632	)		$	(81,137	)		$	35,539
Additions to property and equipment (including finance leases) during the six months ended June 30, 2019		$	47,249			$	6,490			$	1,648			$	55,387

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

Summary segment financial data (continued).

		Entertainment Golf				Traditional Golf				Corporate				Total
Six Months Ended June 30, 2018
Revenues
Golf operations		$	855			$	121,849			$	—			$	122,704
Sales of food and beverages		952				34,008				—				34,960
Total revenues		1,807				155,857				—				157,664
Operating costs
Operating expenses (A)		1,835				122,586				—				124,421
Cost of sales - food and beverages		228				10,005				—				10,233
General and administrative expense (B)		2,638				8,467				6,257				17,362
General and administrative expense - acquisition and transaction expenses (C)		1,454				508				138				2,100
Depreciation and amortization		535				9,320				8				9,863
Pre-opening costs (D)		1,803				—				—				1,803
Impairment		—				1,326				147				1,473
Realized and unrealized (gain) on investments		—				(331		)		—				(331		)
Total operating costs		8,493				151,881				6,550				166,924
Operating (loss) income		(6,686		)		3,976				(6,550		)		(9,260		)
Other income (expenses)
Interest and investment income		112				96				707				915
Interest expense (E)		—				(8,099		)		(1,064		)		(9,163		)
Capitalized interest (E)		—				342				171				513
Other (loss) income, net		—				(5,166		)		1,061				(4,105		)
Total other income (expenses)		112				(12,827		)		875				(11,840		)
Income tax expense		—				—				—				—
Net loss		(6,574		)		(8,851		)		(5,675		)		(21,100		)
Preferred dividends		—				—				(2,790		)		(2,790		)
Loss applicable to common stockholders		$	(6,574	)		$	(8,851	)		$	(8,465	)		$	(23,890	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

Summary segment financial data (continued).

		Entertainment Golf				Traditional Golf				Corporate				Total
Three Months Ended June 30, 2018
Revenues
Golf operations		$	855			$	68,295			$	—			$	69,150
Sales of food and beverages		952				20,902				—				21,854
Total revenues		1,807				89,197				—				91,004
Operating costs
Operating expenses (A)		1,835				65,207				—				67,042
Cost of sales - food and beverages		228				5,965				—				6,193
General and administrative expense (B)		1,535				4,313				3,961				9,809
General and administrative expense - acquisition and transaction expenses (C)		200				200				59				459
Depreciation and amortization		504				3,808				3				4,315
Pre-opening costs (D)		247				—				—				247
Impairment		—				—				—				—
Realized and unrealized (gain) on investments		—				(89		)		—				(89		)
Total operating costs		4,549				79,404				4,023				87,976
Operating (loss) income		(2,742		)		9,793				(4,023		)		3,028
Other income (expenses)
Interest and investment income		84				45				340				469
Interest expense (E)		—				(4,161		)		(570		)		(4,731		)
Capitalized interest (E)		—				87				43				130
Other (loss) income, net		—				(4,228		)		529				(3,699		)
Total other income (expenses)		84				(8,257		)		342				(7,831		)
Income tax expense		—				—				—				—
Net (loss) income		(2,658		)		1,536				(3,681		)		(4,803		)
Preferred dividends		—				—				(1,395		)		(1,395		)
(Loss) income applicable to common stockholders		$	(2,658	)		$	1,536			$	(5,076	)		$	(6,198	)

(A)	Operating expenses include rental expenses recorded under operating leases for carts and equipment in the amount of $0.2 million and $0.5 million for the three and six months ended June 30, 2019 , respectively, and $0.6 million and $1.1 million for the three and six months ended June 30, 2018 , respectively.

(B)	General and administrative expenses include severance expense in the amount of $0.7 million and $1.1 million for the three and six months ended June 30, 2019 , respectively, and zero and $0.1 million for the three and six months ended June 30, 2018 .

(C)	Acquisition and transaction expenses include costs related to completed and potential acquisitions and transactions, which may include advisory, legal, accounting and other professional or consulting fees.

(D)	Pre-opening costs are expensed as incurred and consist primarily of site-related marketing expenses, pre-opening rent, employee payroll, travel and related expenses, training costs, food, beverage and other operating expenses incurred prior to opening an Entertainment Golf venue.

(E)

Interest expense includes the accretion of membership deposit liabilities in the amount of $1.6 million and $3.6 million for the three and six months ended June 30, 2019 , respectively, and $1.7 million and $3.4 million for the three and six months ended June 30, 2018 , respectively. Interest expense and capitalized interest are combined in interest expense, net on the Consolidated Statements of Operations.

(F)	Total assets in the corporate segment include an equity method investment in the amount of $23.3 million as of June 30, 2019 recorded in other investments on the Consolidated Balance Sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

5. PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION

The following table summarizes the Company’s property and equipment:

 

	June 30, 2019												December 31, 2018
	Gross Carrying Amount				Accumulated Depreciation				Net Carrying Value				Gross Carrying Amount				Accumulated Depreciation				Net Carrying Value
Land	$	6,792			$	—			$	6,792			$	6,747			$	—			$	6,747
Buildings and improvements	78,655				(32,025		)		46,630				78,833				(30,540		)		48,293
Furniture, fixtures and equipment	28,984				(18,401		)		10,583				26,726				(16,729		)		9,997
Finance leases - equipment	37,520				(15,018		)		22,502				28,745				(12,843		)		15,902
Construction in progress	91,112				—				91,112				51,666				—				51,666
Total Property and Equipment	$	243,063			$	(65,444	)		$	177,619			$	192,717			$	(60,112	)		$	132,605

On March 7, 2018, the Company announced it was actively pursuing the sale of 26 owned Traditional Golf properties in order to generate capital for reinvestment in the Entertainment Golf business. As of June 30, 2019 , the Company continues to present five golf properties as held-for-sale. The assets and associated liabilities are reported on the Consolidated Balance Sheets as “Real estate assets, held-for-sale, net” and “Real estate liabilities, held-for-sale,” respectively.

 

The real estate assets, held-for-sale, net are reported at a carrying value of $ 33.4 million and include $ 24.4 million of land, $ 8.0 million of buildings and improvements, $ 0.5 million of furniture, fixtures and equipment, and $ 0.5 million of other related assets, partially offset by accumulated impairment. The real estate liabilities, held-for-sale, are reported at a carrying value of less than $ 0.1 million and include property liabilities to be assumed, primarily prepaid membership dues. In March 2019, the Company reassessed the real estate assets, held-for-sale, net and determined that the carrying value of two properties exceeded the fair value less anticipated costs to sell. As a result, the Company recognized an impairment loss and recorded accumulated impairment totaling approximately $1.0 million . The fair value measurements were based on expected selling prices, less costs to sell. The significant inputs used to value these real estate investments fall within Level 3 for fair value reporting.

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

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

In March 2019, the Company evaluated the recoverability of the carrying value of a Traditional Golf leased golf property in California, using the income approach based on future assumptions of cash flows. Based on the analysis, the Company recorded

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

an impairment charge of $3.1 million . As the fair value inputs utilized are unobservable, the Company determined that the significant inputs used to value this property falls within Level 3 for fair value reporting.

6. LEASES

The Company's commitments under lease arrangements are primarily ground leases for Entertainment Golf venues and Traditional Golf properties and related facilities, office leases and leases for golf carts and equipment. The majority of lease terms for our Entertainment Golf venues and Traditional Golf properties and related facilities initially range from 10 to 20 years, and include up to eight 5-year renewal options (see Note 13 for additional detail). Equipment and golf cart leases initially range between 2 to 6 years and typically contain renewal options which may be on a month-to-month basis. An option to renew a lease is included in the determination of the ROU asset and lease liability when it is reasonably certain that the renewal option will be exercised.

Lease related costs recognized in the Consolidated Statements of Operations for the three and six months ended June 30, 2019 are as follows:

		Three Months Ended June 30, 2019				Six Months Ended June 30, 2019
Finance lease cost
Amortization of right-of-use assets		$	1,529			$	3,046
Interest on lease liabilities		373				619
Total finance lease cost		1,902				3,665
Operating lease cost
Operating lease cost		9,588				18,598
Short-term lease cost		711				1,462
Variable lease cost		4,401				7,173
Total operating lease cost		14,700				27,233
Total lease cost		$	16,602			$	30,898

Other information related to leases included on the Consolidated Balance Sheet as of and for the six months ended June 30, 2019 are as follows:

		Operating Leases			Financing Leases
Right-of-use assets		225,666			22,502
Lease liabilities		211,182			22,908
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows		15,062			420
Financing cash flows		N/A			2,692
Right-of-use assets obtained in exchange for lease liabilities		11,387			10,613
Weighted average remaining lease term		12.7 years			3.7 years
Weighted average discount rate		8.8	%		7.2	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

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

		Operating Leases				Financing Leases
July 1, 2019 - December 31, 2019		15,179				5,549
2020		33,736				6,854
2021		32,509				5,409
2022		31,134				3,829
2023		30,962				2,821
Thereafter		229,332				910
Total minimum lease payments		372,852				25,372
Less: imputed interest		161,670				2,464
Total lease liabilities		$	211,182			$	22,908

7. INTANGIBLES, NET OF ACCUMULATED AMORTIZATION

The following table summarizes the Company’s intangible assets:

	June 30, 2019												December 31, 2018
	Gross Carrying Amount				Accumulated Amortization				Net Carrying Value				Gross Carrying Amount				Accumulated Amortization				Net Carrying Value
Trade name	$	700			$	(128	)		$	572			$	700			$	(117	)		$	583
Leasehold intangibles (A) (B)	—				—				—				46,581				(20,270		)		26,311
Management contracts	32,331				(16,240		)		16,091				32,932				(15,174		)		17,758
Internally-developed software	1,607				(329		)		1,278				2,314				(967		)		1,347
Membership base	5,236				(4,114		)		1,122				5,236				(3,740		)		1,496
Nonamortizable liquor licenses	1,052				—				1,052				893				—				893
Total Intangibles	$	40,926			$	(20,811	)		$	20,115			$	88,656			$	(40,268	)		$	48,388

(A)	The amortization expense for leasehold intangibles is reported in operating expenses in the Consolidated Statements of Operations.

(B)	As of January 1, 2019, leasehold intangibles were reclassified from "Intangibles, net of accumulated amortization" to "Operating lease right-of-use assets" in the Consolidated Balance Sheet as part of the adoption of ASU 2016-02.

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

8. DEBT OBLIGATIONS

The following table presents certain information regarding the Company’s debt obligations at June 30, 2019 and December 31, 2018 :

				June 30, 2019																					December 31, 2018
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				Outstanding Face Amount				Carrying Value
Credit Facilities and Finance Leases
Vineyard II		Dec 1993		$	200			$	200			Dec 2043		2.80%		2.80	%		24.5		$	200			$	200			$	200
Finance leases (Equipment)		Jun 2014 - Jun 2019		22,908				22,908				Jul 2019 - Jan 2025		3.00% to 15.00%		7.22	%		3.7		—				15,778				15,778
				23,108				23,108								7.19	%		3.9		200				15,978				15,978
Less current portion of obligations under finance leases				7,675				7,675																	5,489				5,489
Credit facilities and obligations under finance leases - noncurrent				15,433				15,433																	10,489				10,489
Corporate
Junior subordinated notes payable (C)		Mar 2006		51,004				51,196				Apr 2035		LIBOR+2.25%		4.80	%		15.8		51,004				51,004				51,200
Total debt obligations				$	74,112			$	74,304							5.54	%		12.1		$	51,204			$	66,982			$	67,178

(A)	Weighted average, including floating and fixed rate classes.

(B)	Including the effect of deferred financing costs.

(C)	Interest rate based on 3 month LIBOR plus 2.25% .

The Company leases certain golf carts and other equipment under finance lease agreements. The agreements typically provide for minimum rentals plus executory costs. Lease terms range from 24 to 66 months. Certain leases include bargain purchase options at lease expiration.

9. REAL ESTATE SECURITIES

 

The following is a summary of the Company’s real estate securities at June 30, 2019 , which are classified as available-for-sale and are, therefore, reported at fair value with changes in fair value recorded in other comprehensive income, except for securities that are other-than-temporarily impaired.

		June 30, 2019
						Amortized Cost Basis												Gross Unrealized															Weighted Average
Asset Type		Outstanding Face Amount				Before Impairment				Other-Than- Temporary Impairment				After Impairment				Gains				Losses				Carrying  Value (A)				Number of Securities			Rating (B)		Coupon			Yield			Life (Years) (C)		Principal Subordination (D)
ABS - Non-Agency RMBS		$	4,000			$	2,714			$	(1,521	)		$	1,193			$	1,878			$	—			$	3,071			1			CCC		2.79	%		31.98	%		4.5		40.3	%
Total Securities, Available for Sale (E)		$	4,000			$	2,714			$	(1,521	)		$	1,193			$	1,878			$	—			$	3,071			1

  

(A)	See Note 10 regarding the estimation of fair value, which is equal to carrying value for all securities.

(B)	Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Ratings provided were determined by third-party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current.

(C)	The weighted average life is based on the timing of expected cash flows on the assets.

(D)	Percentage of the outstanding face amount of securities and residual interests that is subordinate to the Company’s investments.

(E)	The total outstanding face amount was $4.0 million for floating rate securities. The collateral securing the ABS - Non-Agency RMBS is located in various geographical regions in the U.S. The Company does not have significant investments in any geographic region.

18

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

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

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, 2019 : 

	Carrying Value				Estimated Fair Value				Fair Value Method (A)
Assets
Real estate securities, available-for-sale	$	3,071			$	3,071			Pricing models - Level 3
Cash and cash equivalents	39,683				39,683
Restricted cash, current and noncurrent	4,557				4,557
Liabilities
Junior subordinated notes payable	51,196				29,452				Pricing models - Level 3

 

(A)	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.

Fair Value Measurements

Valuation Hierarchy

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

Level 1 - Quoted prices in active markets for identical instruments.

Level 2 - Valuations based principally on observable market parameters, including

•	quoted prices for similar assets or liabilities in active markets,

•	inputs other than quoted prices that are observable for the asset or liability (such as interest rates and yield curves observable at commonly quoted intervals, implied volatilities and credit spreads), and

•	market corroborated inputs (derived principally from or corroborated by observable market data).

Level 3 - Valuations determined using unobservable inputs that are supported by little or no market activity, and that are significant to the overall fair value measurement.

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

The Company has various processes and controls in place to ensure that fair value measurements are reasonably estimated. With respect to broker and pricing service quotations, and in order to ensure these quotes represent a reasonable estimate of fair value, the Company’s quarterly procedures include a comparison of such quotations to quotations from different sources, outputs generated from its internal pricing models and transactions completed, as well as on its knowledge and experience of these markets. With respect to fair value estimates generated based on the Company’s internal pricing models, the Company’s management validates the inputs and outputs of the internal pricing models by comparing them to available independent third-party market parameters and models, where available, for reasonableness. The Company believes its valuation methods and the assumptions used are appropriate and consistent with other market participants.

Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology 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

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

estate securities and loans categorized within Level 3 of the fair value hierarchy, the significant unobservable inputs include the discount rates, assumptions relating to prepayments, default rates and loss severities.

Significant 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, 2019 :

										Weighted Average Significant Input
Asset Type		Amortized Cost Basis				Fair Value				Discount Rate			Prepayment Speed			Cumulative Default Rate			Loss Severity
ABS - Non-Agency RMBS		$	1,193			$	3,071			10.0	%		8.0	%		2.9	%		43.3	%

All of the inputs used have some degree of market observability, based on the Company’s knowledge of the market, relationships with market participants, and use of common market data sources. Collateral prepayment, default and loss severity projections are in the form of “curves” or “vectors” that vary for each monthly collateral cash flow projection. Methods used to develop these projections vary by asset class but conform to industry conventions. The Company uses assumptions that generate its best estimate of future cash flows of each respective security.

Real estate securities measured at fair value on a recurring basis using Level 3 inputs changed during the six months ended June 30, 2019 as follows:

		ABS - Non-Agency RMBS
Balance at December 31, 2018		$	2,953
Total gains (losses) (A)
Included in other comprehensive income (loss)		—
Amortization included in interest income		176
Purchases, sales and repayments (A)
Proceeds		(58		)
Balance at June 30, 2019		$	3,071

(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 six months ended June 30, 2019 . There were no transfers into or out of Level 3 during the six months ended June 30, 2019 .

Liabilities for Which Fair Value is Only Disclosed

 

The following table summarizes the level of the fair value hierarchy, valuation techniques and inputs used for estimating each class of liabilities not measured at fair value in the statement of financial position but for which fair value is disclosed:

Type of Liabilities Not Measured At Fair Value for Which Fair Value Is Disclosed		Fair Value Hierarchy			Valuation Techniques and Significant Inputs
Junior subordinated notes payable		Level 3		Valuation technique is based on discounted cash flows. Significant inputs include:
				l	Amount and timing of expected future cash flows
				l	Interest rates
				l	Market yields and the credit spread of the Company

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

11. EQUITY AND EARNINGS PER SHARE

 

A. Stock Options

The following is a summary of the changes in the Company’s outstanding options for the six months ended June 30, 2019 :

	Number of Options			Weighted Average Strike Price				Weighted Average Life Remaining (in years)
Balance at December 31, 2018	8,436,931			$	3.72
Granted (B)	695,652			4.66
Balance at June 30, 2019	9,132,583			$	3.79			6.26
Exercisable at June 30, 2019	2,705,586			$	2.64			3.78

As of June 30, 2019 , the Company’s outstanding options were summarized as follows:

		Number of Options
Held by the former Manager		2,705,253
Issued to the former Manager and subsequently transferred to certain of the Manager’s employees (A)		2,304,990
Issued to the independent directors		333
Issued to Drive Shack employees (B)		4,122,007
Total		9,132,583
Weighted average strike price		$	3.79

(A)

The Company and the former Manager agreed that options held by certain employees formerly employed by the Manager would not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the Manager as part of their compensation. The options fully vest and are exercisable one year prior to the option expiration date, beginning March 2020 through January 2024. In July 2019, a certain employee was terminated by the Company and 921,992 options reverted back to the former Manager.  The Company will reverse $1.2 million in stock compensation expense related to these options.

(B)

In November 2018, the Company issued options to certain employees as provided in their employment agreements. The options fully vest and are exercisable as follows: 3,351,355 options vest in equal annual installments on each of the first three anniversaries of the grant date; and 75,000 options fully vest on the third anniversary of the grant date. In April 2019, the Company issued 695,652 options to an employee that vest and become exercisable in equal annual installment on each of the first three anniversaries of the grant date.

 

The valuation of the employee options has been determined using the Black-Scholes option valuation model. The Black-Scholes option valuation model uses assumptions of expected volatility, expected dividend yield of the Company’s stock, expected term of the awards and the risk-free interest rate. The fair value of the options granted was determined using the following assumptions:

Option Valuation Date		April 11, 2019
Expected Volatility		36.80		%
Expected Dividend Yield		0.00		%
Expected Remaining Term		6.0 years
Risk-Free Rate		2.34		%
Fair Value at Valuation Date		$	1,280

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

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 $1.2 million and $2.4 million during the three and six months ended June 30, 2019 , respectively, and $0.5 million and $0.8 million during the three and six months ended June 30, 2018 , respectively, and was recorded in general and administrative expense on the Consolidated Statements of Operations. The unrecognized stock-based compensation expense related to the unvested options was $12.0 million as of June 30, 2019 and will be expensed over a weighted average of 2.6 years .

B. Restricted Stock Units ("RSUs")

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

		Number of RSUs			Weighted Average Grant Date Fair Value (per unit)
Balance at December 31, 2018		54,641			$	5.02
Granted		545,518			$	4.69
Forfeited		(27,542	)		$	4.72
Balance at June 30, 2019		572,617			$	4.72

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 and begin to vest in August 2019. During the three months ended June 30, 2019 , the Company granted RSUs to employees as part of their annual compensation. The RSUs vest in equal annual installments on each of the first three anniversaries of the grant date. Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the RSUs. During the three months ended June 30, 2019 , a non-employee director forfeited RSUs following his resignation from the board. Stock-based compensation expense related to RSUs was $0.1 million and $0.2 million during the three and six months ended June 30, 2019 , respectively, and zero for both the three and six months ended June 30, 2018 . Stock-based compensation expense was recorded in general and administrative expense on the Consolidated Statements of Operations. The unrecognized stock-based compensation expense related to the unvested RSUs was $2.4 million as of June 30, 2019 and will be expensed over a weighted average of 2.8 years .

C. Dividends

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

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

D. Earnings Per Share

The following table shows the Company's basic and diluted earnings per share (“EPS”):

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

	Three Months Ended June 30,								Six Months Ended June 30,
	2019				2018				2019				2018
Numerator for basic and diluted earnings per share:
Loss from continuing operations after preferred dividends and noncontrolling interests	$	(14,354	)		$	(6,198	)		$	(30,349	)		$	(23,890	)
Loss Applicable to Common Stockholders	$	(14,354	)		$	(6,198	)		$	(30,349	)		$	(23,890	)
Denominator:
Denominator for basic earnings per share - weighted average shares	67,029,610				66,977,104				67,028,364				66,977,104
Effect of dilutive securities
Options	—				—				—				—
RSUs	—				—				—				—
Denominator for diluted earnings per share - adjusted weighted average shares	67,029,610				66,977,104				67,028,364				66,977,104
Basic earnings per share:
Loss from continuing operations per share of common stock, after preferred dividends and noncontrolling interests	$	(0.21	)		$	(0.09	)		$	(0.45	)		$	(0.36	)
Loss Applicable to Common Stock, per share	$	(0.21	)		$	(0.09	)		$	(0.45	)		$	(0.36	)
Diluted earnings per share:
Loss from continuing operations per share of common stock, after preferred dividends and noncontrolling interests	$	(0.21	)		$	(0.09	)		$	(0.45	)		$	(0.36	)
Loss Applicable to Common Stock, per share	$	(0.21	)		$	(0.09	)		$	(0.45	)		$	(0.36	)

The Company’s dilutive securities are outstanding stock options and RSUs. During the three and six months ended June 30, 2019 , the Company had 409,157 and 557,103 antidilutive options, respectively. During both the three and six months ended June 30, 2018 , the Company had zero antidilutive options. During the three and six months ended June 30, 2019 , based on the treasury stock method, the Company had 2,840,284 and 2,538,663 potentially dilutive securities, respectively, which were excluded due to the Company's loss position. During the three and six months ended June 30, 2018 , based on the treasury stock method, the Company had 2,893,372 and 2,702,628 potentially dilutive securities, respectively, which were excluded due to the Company's loss position.

12. TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES

Agreements with the Former Manager

On December 21, 2017, the Company entered into a Transition Services Agreement, effective as of January 1, 2018, with the former Manager. In order to facilitate the transition of the Company’s management of its operations and provide the Company sufficient time to develop such services in-house or to hire other third-party service providers for such services, under the Transition Services Agreement, the former Manager continues to provide to the Company certain services (“Transition Services”).  The Transition Services primarily include information technology, legal, regulatory compliance, tax and accounting services.  The Transition Services are provided for a fee intended to be equal to the former Manager’s cost of providing the Transition Services, including the allocated cost of, among other things, overhead, employee wages and compensation and out-of-pocket expenses, and will be invoiced on a monthly basis. The Company incurred less than $ 0.1 million and $0.1 million in costs for Transition Services during the three and six months ended June 30, 2019 , respectively, and $0.2 million and $0.4 million during the three and six months ended June 30, 2018 , respectively. These costs are reported in general and administrative expense on the Consolidated Statements of Operations.

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

At June 30, 2019 , Fortress, through its affiliates, and principals of Fortress, owned 7.3 million shares of the Company’s common stock and Fortress, through its affiliates, had options relating to an additional 2.7 million shares of the Company’s common stock (Note 11).

Other Affiliated Entities

A member of the Board of Directors owned or leased aircraft that the Company chartered from a third-party aircraft operator for business purposes in the course of operations. The Company paid the aircraft operator less than $0.1 million for the six months ended June 30, 2019 , which represents market rates for the charters.

The Company previously leased corporate office space from an affiliate of a member of our Board of Directors. The Company incurred $0.2 million in rent expense during the six months ended June 30, 2019 , which represents market rates for the office space.

13. COMMITMENTS AND CONTINGENCIES

 

Litigation - The Company exited a leased property and accrued related lease exit costs of approximately $ 0.8 million in December 2016. The Company subsequently entered into a legal dispute related to this golf property. In June 2018, the Company accrued an additional $6.6 million for a total of $7.4 million to settle this legal dispute, which was recorded as accounts payable and accrued expenses in the Consolidated Balance Sheet. In July 2018, the Company settled the dispute for $7.4 million , with $5.2 million payable immediately and $2.2 million payable in six quarterly installments. The Company paid a total of $1.5 million of the quarterly installments as of June 30, 2019 , and the final payment is due in December 2019.

The Company is and may become, from time to time, involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental, personal injury and other claims. Although management is unable to predict with certainty the eventual outcome of any legal action, management believes the ultimate liability arising from such actions, individually and in the aggregate, which existed at June 30, 2019 , will not materially affect the Company’s consolidated results of operations, financial position or cash flow. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on our financial results.

Commitments - In 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.

In March 2017, the Company entered into a ground lease in Richmond, Virginia. During December 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.

In July 2017, the Company entered into a ground lease in West Palm Beach, Florida. During August 2018, the Company committed to the lease as there were no remaining material contingencies under the terms of the lease. The initial lease term is 20 years and includes five 5 -year renewal options.

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

As of June 30, 2019 , the Company has additional operating leases that have not yet commenced of $105.0 million . The leases are expected to commence over the next 12 - 24 months with lease terms of approximately 20 years . These leases are primarily real estate leases for future Entertainment Golf venues and the commencement of these leases is contingent on completion of due diligence and satisfaction of certain contingencies prior to construction.

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DRIVE SHACK INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2019

(dollars in tables in thousands, except share data)

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 zero for both the three and six months ended June 30, 2019 and 2018 .

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, 2019 as management does not believe that it is more likely than not that the deferred tax assets will be realized.

At December 31, 2018, 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.

15. SUBSEQUENT EVENTS

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

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

On August 5, 2019, Hana Khouri commenced employment with the Company in the role of President, with Kenneth A. May continuing to serve in the Chief Executive Officer role.

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ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

GENERAL

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

Business Overview

Entertainment Golf | Drive Shack

Drive Shack is an entertainment company that combines golf, competition, dining and fun. In April 2018, we opened our inaugural venue in Orlando, Florida. Drive Shack expects to open a chain of next-generation entertainment golf venues across the United States and internationally, with each venue featuring multiple stories of hitting suites where friends, family, co-workers or complete strangers can compete in a technologically-enhanced golf games. Consumers who are seeking a good time, and not looking to participate in the game, are able to spectate from one of Drive Shack’s restaurant or lounge areas.

Traditional Golf | American Golf

American Golf (as defined below) is one of the largest operators of golf properties in the United States. As of June 30, 2019 , we owned, leased or managed 61 properties across 10 states. American Golf and its dedicated employees are focused on delivering lasting experiences for our customers, including our more than 40,000 members, who played over 1.4 million rounds at our properties during the six months ended June 30, 2019 .

American Golf was acquired by the Company in December 2013, when the Company restructured an existing mezzanine debt investment related to NGP Realty Sub, L.P. and American Golf Corporation (together, “American Golf”). As part of the restructuring, the Company acquired the equity of American Golf’s indirect parent, AGC Mezzanine Pledge LLC. This business also includes Traditional Golf entities formed since the acquisition.

Traditional Golf operations are organized into three principal categories: (1) public properties, (2) private properties and (3) managed properties.

Public Properties .   Our 37 public properties generate revenues principally through daily green fees, golf cart rentals and food, beverage and merchandise sales.  Amenities at these properties generally include practice facilities and pro shops with food and beverage facilities.  In some cases, our public properties have small clubhouses with banquet facilities. In addition, The Players Club is a monthly membership program offered at most of our public properties, with membership benefits ranging from daily range access to ability to participate in golf clinics, in return for a monthly membership fee.

Private Properties .   Our five private properties are open to members only and generate revenues principally through initiation fees, membership dues, guest fees, and food, beverage and merchandise sales. Amenities at these properties typically include practice facilities, full service clubhouses with a pro shop, locker room facilities and multiple food and beverage outlets, including grills, restaurants and banquet facilities.

Managed Properties . Our 19 managed properties are properties that American Golf manages pursuant to a management agreement with the owner of each property.  We recognize revenue from these properties in amounts equal to the respective management fees and the reimbursements of certain operating costs.

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The following summarizes the American Golf properties and holes as of June 30, 2019 :

MARKET CONSIDERATIONS

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

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

Entertainment Golf Business

We opened our inaugural venue in Orlando, Florida in April 2018 and are in the construction and development phase for six additional sites, as well as in the process of exploring sites for additional Entertainment Golf venues. There is competition within the bid process, and land development and construction are subject to obtaining the necessary regulatory approvals. Delays in these processes could impact our business. In addition, similar to our Traditional Golf business, trends in consumer spending, as well as climate and weather patterns, could have an impact on the markets in which we currently or will in the future operate.

Traditional Golf Business

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

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

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APPLICATION OF CRITICAL ACCOUNTING POLICIES

Management’s discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. Our estimates are based on information available to management at the time of preparation of the Consolidated Financial Statements, including the result of historical analysis, our understanding and experience of the Company’s operations, our knowledge of the industry and market-participant data available to us.

Actual results have historically been in line with management’s estimates and judgments used in applying each of the accounting policies and management periodically re-evaluates accounting estimates and assumptions. Actual results could differ from these estimates and materially impact our Consolidated Financial Statements. However, the Company does not expect our assessments and assumptions to materially change in the future. There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, except for those made in connection with the adoption of ASU 2016-02. See Note 2 in Part I, Item 1 “Financial Statements” for additional information.

Recent Accounting Pronouncements

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

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RESULTS OF OPERATIONS

The following tables summarize the changes in our results of operations for the three and six months ended June 30, 2019 and 2018 (dollars in thousands):

	Three Months Ended June 30,								Increase (Decrease)
	2019				2018				Amount				%
Revenues
Golf operations (A)	$	57,386			$	69,150			$	(11,764	)		(17.0	)%
Sales of food and beverages	14,229				21,854				(7,625		)		(34.9	)%
Total revenues	71,615				91,004				(19,389		)		(21.3	)%
Operating costs
Operating expenses (A)	58,720				67,042				(8,322		)		(12.4	)%
Cost of sales - food and beverages	3,904				6,193				(2,289		)		(37.0	)%
General and administrative expense	13,607				10,268				3,339				32.5	%
Depreciation and amortization	5,122				4,315				807				18.7	%
Pre-opening costs	1,700				247				1,453				588.3	%
Impairment	118				—				118				N.M.
Realized and unrealized (gain) on investments	—				(89		)		(89		)		(100.0	)%
Total operating costs	83,171				87,976				(4,805		)		(5.5	)%
Operating (loss) income	(11,556		)		3,028				14,584				(481.6	)%
Other income (expenses)
Interest and investment income	265				469				(204		)		(43.5	)%
Interest expense, net	(1,795		)		(4,601		)		(2,806		)		(61.0	)%
Other income (loss), net	127				(3,699		)		3,826				(103.4	)%
Total other income (expenses)	(1,403		)		(7,831		)		6,428				(82.1	)%
Loss before income tax	$	(12,959	)		$	(4,803	)		$	8,156			169.8	%

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		Six Months Ended June 30,								Increase (Decrease)
		2019				2018				Amount				%
Revenues
Golf operations (A)		$	102,092			$	122,704			$	(20,612	)		(16.8	)%
Sales of food and beverages		23,475				34,960				(11,485		)		(32.9	)%
Total revenues		125,567				157,664				(32,097		)		(20.4	)%
Operating costs
Operating expenses (A)		106,443				124,421				(17,978		)		(14.4	)%
Cost of sales - food and beverages		6,601				10,233				(3,632		)		(35.5	)%
General and administrative expense		25,226				19,462				5,764				29.6	%
Depreciation and amortization		10,046				9,863				183				1.9	%
Pre-opening costs		2,879				1,803				1,076				59.7	%
Impairment		4,206				1,473				2,733				185.5	%
Realized and unrealized (gain) on investments		—				(331		)		331				(100.0	)%
Total operating costs		155,401				166,924				(11,523		)		(6.9	)%
Operating loss		(29,834		)		(9,260		)		20,574				222.2	%
Other income (expenses)
Interest and investment income		608				915				(307		)		(33.6	)%
Interest expense, net		(3,947		)		(8,650		)		(4,703		)		(54.4	)%
Other income (loss), net		5,614				(4,105		)		9,719				(236.8	)%
Total other income (expenses)		2,275				(11,840		)		14,115				(119.2	)%
Loss before income tax		$	(27,559	)		$	(21,100	)		$	6,459			30.6	%

(A)	Includes $13.0 million and $22.8 million for the three and six months ended June 30, 2019 , respectively, and $6.1 million and $10.8 million for the three and six months ended June 30, 2018 due to management contract reimbursements reported under the new revenue standard.

Revenues from Golf Operations

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

Revenues from golf operations decreased by $11.8 million primarily due to decreases of: (i) $19.5 million related to fewer Traditional Golf properties owned or operated in 2019, (ii) $0.2 million primarily due to fewer rounds played related to unfavorable weather, partially offset by an increase of (iii) $7.7 million in revenues from management contracts.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

Revenues from golf operations decreased by $20.6 million primarily due to decreases of: (i) $33.6 million related to fewer Traditional Golf properties owned or operated in 2019, (ii) $0.9 million due to fewer rounds played related to unfavorable weather, partially offset by an increase of (iii) $13.7 million in revenues from management contracts and (iv) $0.4 million related to our Entertainment Golf business.

Sales of Food and Beverages

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

Sales of food and beverages decreased by $7.6 million primarily due to decreases of: (i) $7.1 million due to fewer Traditional Golf properties owned or operated in 2019 and (ii) $0.5 million due to lower traffic in our Traditional Golf properties.

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Six months ended June 30, 2019 compared to the six months ended June 30, 2018

Sales of food and beverages decreased by $11.5 million primarily due to decreases of: (i) $11.6 million due to fewer Traditional Golf properties owned or operated in 2019 and (ii) $0.9 million due to lower traffic in our Traditional Golf properties, partially offset by an increase of $1.0 million related to our Entertainment Golf business.

Operating Expenses

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

Operating expenses decreased by $8.3 million primarily due to decreases of: (i) $15.3 million due to fewer Traditional Golf properties owned or operated in 2019, partially offset by increases of: (ii) $6.9 million in reimbursed expenses from management contracts due to more courses managed in 2019.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

Operating expenses decreased by $18.0 million primarily due to decreases of: (i) $31.9 million due to fewer Traditional Golf properties owned or operated in 2019, partially offset by increases of: (ii) $12.0 million in reimbursed expenses from management contracts due to more courses managed in 2019 and (iii) $1.8 million related to our Entertainment Golf business.

Cost of Sales - Food and Beverages

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

Cost of sales - food and beverages decreased by $2.3 million primarily due to fewer Traditional Golf properties owned or operated in 2019.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

Cost of sales - food and beverages decreased by $3.6 million primarily due to fewer Traditional Golf properties owned or operated in 2019 partially offset by our Entertainment Golf business.

 

General and Administrative Expense (including Acquisition and Transaction Expense)

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

General and administrative expense increased by $3.3 million primarily due to higher payroll expense related to the hiring of employees in our Entertainment Golf and corporate segments, including an increase of $0.9 million in stock-based compensation expense.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

General and administrative expense increased by $5.8 million primarily due to higher payroll expense related to the hiring of employees in our Entertainment Golf and corporate segments, including an increase of $1.7 million in stock-based compensation expense.

Depreciation and Amortization

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

Depreciation and amortization increased by $0.8 million primarily due to depreciation on assets placed into service in April 2018 at our Entertainment Golf venue in Orlando, Florida and an increase in capital leases for equipment.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

There was no significant change in depreciation and amortization.

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Pre-Opening Costs

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

Pre-opening expenses increased by $1.5 million primarily due to costs associated with the expected opening of three new Entertainment Golf venues prior to year end 2019.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

Pre-opening expenses increased by $1.1 million primarily due to costs associated with the expected opening of three new Entertainment Golf venues prior to year end 2019.

Impairment

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

There was no significant change in impairment.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

During the six months ended June 30, 2019 , we recorded impairment of $1.0 million on two Traditional Golf properties that were classified as held-for-sale and $3.1 million on a leased Traditional Golf property. During the six months ended June 30, 2018 , we recorded impairment on a Traditional Golf property that was reclassified as held-for-sale in March 2018.

Realized and Unrealized (Gain) on Investments

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

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

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

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

Interest and Investment Income

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

There was no significant change in interest and investment income.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

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

Interest Expense, Net

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

Interest expense, net decreased by $2.8 million primarily due to: (i) a decrease in interest expense related to the Traditional Golf term loan which was prepaid in December 2018, and (ii) an increase of interest expense capitalized into construction in progress balances associated with the opening of three Entertainment Golf venues prior to year-end 2019.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

Interest expense, net decreased by $4.7 million primarily due to (i) a decrease in interest expense related to the Traditional Golf term loan which was prepaid in December 2018, and (ii) an increase of interest expense capitalized into construction in progress balances associated with the opening of three Entertainment Golf venues prior to year-end 2019.

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Other Income (Loss), Net

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

Other income (loss), net increased by $3.8 million primarily due to settlement of a legal dispute on a Traditional Golf property during June 2018, partially offset by a gain on the sale of a property during the three months ended June 30, 2018 . There was no significant activity during the three months ended June 30, 2019.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018

Other income (loss), net increased by $9.7 million primarily due to a $4.7 million gain on the sale of seven Traditional Golf properties during the six months ended June 30, 2019 , compared to a $0.9 million gain on the sale of one Traditional Golf property during the six months ended June 30, 2018, and a $5.0 million loss primarily due to the settlement of a legal dispute on a Traditional Golf property during June 2018.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

 

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

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

Sources of Liquidity and Uses of Capital

As of the date of this filing, we believe we have sufficient assets, which include unrestricted cash, to satisfy all of our short-term recourse liabilities. Our junior subordinated notes payable are long-term obligations. With respect to the next 12 months, we expect that our cash on hand combined with our other primary sources of funds for liquidity will be sufficient to satisfy our anticipated liquidity needs with respect to our current portfolio, including related financings, capital expenditures for our Entertainment and Traditional Golf businesses, working capital needs and operating expenses. However, we may have additional cash requirements with respect to executing our strategic objectives for our Entertainment Golf business and incremental capital investments related to our Traditional Golf business. In addition to our available cash, we may elect to meet the cash requirements of these incremental investments through proceeds from the monetization of our assets or from additional borrowings, equity offerings or other means. While it is inherently more difficult to forecast beyond the next 12 months, we currently expect to meet our long-term liquidity requirements, specifically the repayment of our debt obligations and capital expenditures, through our cash on hand and, if needed, additional borrowings, proceeds from equity offerings and the sale or refinancing of our assets. We continually monitor market conditions for financing opportunities, and at any given time, we may enter into or pursue one or more of the transactions described above.

These short-term and long-term expectations are forward-looking and subject to a number of uncertainties and assumptions, which are described below under “–Factors That Could Impact Our Liquidity, Capital Resources and Capital Obligations” as well as Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. If our assumptions about our liquidity prove to be incorrect, we could be subject to a shortfall in liquidity in the future, and this shortfall may occur rapidly and with little or no notice, which would limit our ability to address the shortfall on a timely basis.

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

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

The sources of our distributions are net cash provided by operating activities, net cash provided by investing activities and cash equivalents as they represent the return on our real estate debt investments and golf-related real estate and operations. The Company has paid preferred dividends of $2.8 million thus far in fiscal year 2019 , and our board of directors elected not to declare common stock dividends in the first six months of fiscal year 2019 to retain capital for growth. For the six months ended June 30, 2019 , the Company reported net cash used in operating activities of $24.2 million , net cash used in investing activities of $9.9 million , net cash used in financing activities of $4.4 million , and cash and cash equivalents of $39.7 million as of June 30, 2019 . As a result of our revocation of REIT election, effective January 1, 2017, we are no longer subject to the distribution requirements applicable to REITs. The timing and amount of distributions are in the sole discretion of our board of directors, which considers our earnings, financial performance and condition, debt service obligations and applicable debt covenants, tax considerations, as well as capital expenditure requirements, business prospects and other factors that our board of directors may deem relevant from time to time. 

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Update on Liquidity, Capital Resources and Capital Obligations

Cash – As of June 30, 2019 , we had $39.7 million of available cash, including $5.7 million of working capital for the Traditional Golf business. On May 7, 2019 , we declared a quarterly preferred dividend of $1.4 million which was paid on July 31, 2019 .

Short-term liquidity requirements – As of June 30, 2019 , we expect our short-term liquidity requirements to include a total of approximately $85.0 to $95.0 million for both our Drive Shack venues and Traditional Golf properties.

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

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

We refer readers to our discussions in other sections of this report for the following information:

 

•	For a further discussion of recent trends and events affecting our liquidity, see “– Market Considerations” above;

•	As described above, under “- Sources of Liquidity and Uses of Capital,” we may be subject to capital obligations associated with our Entertainment and Traditional Golf businesses;

•	Our debt obligations are also subject to refinancing risk upon the maturity of the related debt. See “– Debt Obligations” below; and

•	For a further discussion of a number of risks that could affect our liquidity, access to capital resources and our capital obligations, see Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

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

•

Access to Financing from Counterparties – Decisions by investors, counterparties and lenders to enter into transactions with us will depend upon a number of factors, such as our historical and projected financial performance, 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 sale of certain assets may be different than expected or may not occur as expected. Proceeds from sales of assets in the current illiquid market environment are unpredictable and may vary materially from their estimated fair value and their carrying value.

•	Impact of Unexpected Costs, Cost Increases and Delayed Opening of our Entertainment Golf Venues on Cash Flows – There may be unforeseen or higher than expected construction and development costs and the opening of new venues may be later than expected. These additional expenses and timing of opening may vary materially from our estimates.

•

Performance of the Entertainment and Traditional Golf businesses - Current and future liquidity is greatly dependent upon our operating results, which are driven largely by overall economic conditions and can fluctuate significantly from quarter to quarter as a result of seasonal factors and discretionary consumer spending. We expect that economic and environmental conditions and changes in regulatory legislation will continue to exert pressure on both supplier pricing and consumer spending related to entertainment and dining alternatives. Although there is no assurance that our cost of products will remain stable or that federal, state or local minimum wage rates will not increase beyond amounts currently legislated, the effects of any supplier price increases or wage rate increases are expected to be partially offset by selected price increases where competitively appropriate.

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Debt Obligations

 

Our debt obligations including finance lease obligations, as summarized in Note 8 to our Consolidated Financial Statements included herein, existing at June 30, 2019 had contractual maturities as follows (in thousands):

	Nonrecourse				Recourse				Total
Period from July 1, 2019 through December 31, 2019	$	4,924			$	—			$	4,924
2020	5,984				—				5,984
2021	4,871				—				4,871
2022	3,542				—				3,542
2023	2,700				—				2,700
2024	887				—				887
Thereafter	200				51,004				51,204
Total	$	23,108			$	51,004			$	74,112

Equity

 

Preferred Stock Dividends Paid

				Amount Per Share
Declared for the three months ended		Paid		Series B				Series C				Series D
January 31, 2019		January 2019		$	0.609			$	0.503			$	0.523
April 30, 2019		April 2019		$	0.609			$	0.503			$	0.523
July 31, 2019		July 2019		$	0.609			$	0.503			$	0.523

Cash Flow

Operating Activities

Net cash used in operating activities was $24.2 million for the six months ended June 30, 2019 and $11.9 million for the six months ended June 30, 2018 . Changes in operating cash flow activities are described below:

•	Operating cash flows increased by:

◦	$1.8 million due to management fees paid in 2018 that were incurred in 2017 when the Company was externally managed; and

◦	$0.4 million due to a federal tax refund.

•	Operating cash flows decreased by:

◦	$4.7 million in lower operating cash flows from Traditional Golf, primarily related to golf properties sold in December 2018; and

◦	$6.3 million of payroll costs primarily due to increased headcount and bonuses paid in 2019 that were incurred in 2018; and

◦	$3.5 million of general and administrative expenses due to increased professional fees.

Investing Activities

Investing activities used $9.9 million and $27.9 million during the six months ended June 30, 2019 and 2018 , respectively. Uses of cash flow from investing activities consisted primarily of investments made in Entertainment Golf venues and Traditional Golf properties. Proceeds received from cash flows from investing activities consisted primarily of sale of property and equipment.

Financing Activities

Financing activities used $4.4 million and $3.6 million during the six months ended June 30, 2019 and 2018 , respectively. Proceeds received from cash flow from financing activities consisted primarily of deposits received on golf memberships. Uses of cash flow from financing activities included the repayment of debt obligations and the payment of preferred dividends.

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Off-Balance Sheet Arrangements

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

CONTRACTUAL OBLIGATIONS

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

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

ITEM 4. CONTROLS AND PROCEDURES

 

(a)

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

(b)

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

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

Item 1A. Risk Factors

 

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

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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

Item 3.  Defaults upon Senior Securities

 

None.

 

Item 4.  Mine Safety Disclosures

 

None.

 

Item 5.  Other Information

 

None.

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Item 6. Exhibits

	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).
	3.1	Articles of Restatement (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.2, filed on December 8, 2016).
	3.2	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).
	3.3	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).
	3.4	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).
	3.5	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).
	3.6	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).
	4.1	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).
	4.2	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).
	4.3	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).
	4.4	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).
	4.5	Tax Benefits Preservation Plan, dated as of December 6, 2017, between Drive Shack Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 4.1, filed on December 6, 2017).
	4.6	Tax Benefits Preservation Plan, dated as of December 5, 2018, between Drive Shack Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 4.1, filed on December 6, 2018).
	10.1	Termination and Cooperation Agreement, dated December 21, 2017, by and between Drive Shack Inc. and FIG LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.1, filed on December 21, 2017).
	10.2	Transition Services Agreement, dated December 21, 2017, by and between Drive Shack Inc. and FIG LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.2, filed on December 21, 2017).
	10.3 *	Letter Agreement, dated December 21, 2017, by and between Drive Shack Inc. and Sarah L. Watterson (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.3, filed on December 21, 2017).

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	Exhibit Number	Exhibit Description
	10.4 *	Amendment to the Letter Agreement dated December 21, 2017, by and between Drive Shack Inc. and Sarah L. Watterson (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, Exhibit 10.4, filed on May 10, 2019).
	10.5 *	Letter Agreement, dated December 21, 2017, by and between Drive Shack Inc. and Lawrence A. Goodfield, Jr. (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.4, filed on December 21, 2017).
	10.6 *	Letter Agreement, dated December 21, 2017, by and between Drive Shack Inc. and Sara A. Yakin (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.5, filed on December 21, 2017).
	10.7 *	Letter Agreement, dated November 7, 2018, by and between Drive Shack Inc. and Kenneth A. May (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.6, filed on March 15, 2019).
	10.8 *	Letter Agreement, dated November 7, 2018, by and between Drive Shack Inc. and David M. Hammarley (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.7, filed on March 15, 2019).
	10.9 *	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).
	10.10 *	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).
	10.11 *	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).
	10.12 *	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).
	10.13 *	2017 Drive Shack Inc. Nonqualified Option and Incentive Award Plan (incorporated by reference to the Registrant's definitive proxy statement for the 2017 annual meeting of stockholders, filed on April 13, 2017).
	10.14 *	Drive Shack Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Annex A of the Registrant's definitive proxy statement for the 2018 annual meeting of stockholders filed on April 13, 2018).
	10.15	Exchange Agreement between Newcastle Investment Corp. and Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding V, Ltd., Taberna Preferred Funding VI, Ltd. And Taberna Preferred Funding VII, Ltd., dated April 30, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.1, filed on May 4, 2009).
	10.16	Exchange Agreement, dated as of January 29, 2010, by and among Newcastle Investment Corp., Taberna Capital Management, LLC, Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding V, Ltd., Taberna Preferred Funding VI, Ltd. And Taberna Preferred Funding VII, Ltd. (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.1, filed on February 1, 2010).
	10.17	Form of Indemnification Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, Exhibit 10.19, filed on August 8, 2014).
	10.18 *	Form of Drive Shack Inc. 2018 Omnibus Incentive Plan Director Restricted Stock Unit Award Agreement (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, Exhibit 10.15, filed on November 9, 2018).
	10.19 *	Non-Qualified Stock Option Award Agreement dated November 12, 2018, by and between Drive Shack Inc. and Kenneth A. May (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.18, filed on March 15, 2019).
	10.20 *	Incentive Stock Option Award Agreement dated November 12, 2018, by and between Drive Shack Inc. and Kenneth A. May (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 10.19, filed on March 15, 2019).

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

* Management contract or compensatory plan or arrangement.

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SIGNATURES

 

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

	DRIVE SHACK INC.
	By:	/s/ Kenneth A. May
	Kenneth A. May
	Chief Executive Officer and Director
	August 6, 2019
	By:	/s/ David M. Hammarley
	David M. Hammarley
	Chief Financial Officer
	August 6, 2019
	By:	/s/ Lawrence A. Goodfield, Jr.
	Lawrence A. Goodfield, Jr.
	Chief Accounting Officer and Treasurer
	August 6, 2019

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