EQUITY AND EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2022

Earnings per Share

The Company is required to present both basic and diluted earnings per share (“EPS”). The following table shows the amounts used in computing basic and diluted EPS:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator for basic and diluted earnings per share:
Loss from continuing operations after preferred dividends	$	(8,547)	$	(10,246)	$	(39,735)	$	(25,909)
Loss Applicable to Common Stockholders	$	(8,547)	$	(10,246)	$	(39,735)	$	(25,909)

Denominator:
Denominator for basic earnings per share - weighted average shares	92,385,019		92,085,846		92,339,823		88,938,344
Effect of dilutive securities
Options	—		—		—		—
RSUs	—		—		—		—
Denominator for diluted earnings per share - adjusted weighted average shares	92,385,019		92,085,846		92,339,823		88,938,344

Basic earnings per share:
Loss from continuing operations per share of common stock after preferred dividends	$	(0.09)	$	(0.11)	$	(0.43)	$	(0.29)
Loss Applicable to Common Stock, per share	$	(0.09)	$	(0.11)	$	(0.43)	$	(0.29)

Diluted earnings per share:
Loss from continuing operations per share of common stock after preferred dividends	$	(0.09)	$	(0.11)	$	(0.43)	$	(0.29)
Loss Applicable to Common Stock, per share	$	(0.09)	$	(0.11)	$	(0.43)	$	(0.29)

Basic EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect of dilutive securities during each period. The Company’s dilutive securities are its options and RSUs. Based on the treasury stock method, the Company had 96,172 and 82,685 potentially dilutive securities during the three and nine months ended September 30, 2022, respectively, and 329,724 and 584,360 potentially dilutive securities during the three and nine months ended September 30, 2021, respectively, which were excluded due to the Company's loss position. Net loss applicable to common stockholders is equal to net loss less preferred dividends.

Stock Options

The following is a summary of the changes in the Company’s outstanding options for the nine months ended September 30, 2022:


	Number of Options	Weighted Average Strike Price		Weighted Average Life Remaining (in years)
Balance at December 31, 2021	3,582,548	$	3.17
Expired	(105,118)	$	1.00

Balance at September 30, 2022	3,477,430	$	3.23	0.9

Exercisable at September 30, 2022	3,061,926	$	3.16	0.8

As of September 30, 2022, the Company’s outstanding options were summarized as follows:


						Number of Options
Held by a former Manager						3,061,926
Granted to the former Manager and subsequently transferred to certain former Manager’s employees (A)						415,504



Total						3,477,430

(A)The Company and Fortress (the "former Manager") agreed that options held by certain employees formerly employed by that Manager will not terminate or be forfeited as a result of the Termination and Cooperation Agreement, and the vesting of such options will relate to the relevant holder’s employment with the Company and its affiliates following January 1, 2018. In both February 2017 and April 2018, the former Manager issued 1,152,495 options to certain employees formerly employed by the former Manager as part of their compensation. The options fully vest and are exercisable one year prior to the option expiration date, beginning March 2020 through January 2024.

Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the options. Stock-based compensation expense related to the employee options was $0.1 million and $0.2 million during the three and nine months ended September 30, 2022, and $0.2 million and $0.6 million during the three and nine months ended September 30, 2021, respectively, and is recorded in general and administrative expense on the Consolidated Statements of Operations. During the nine months ended September 30, 2022, the Company reversed $0.6 million in stock compensation expense related to certain previously issued options. The unrecognized stock-based compensation expense related to the unvested options was $0.1 million as of September 30, 2022 and will be expensed over a weighted average of 0.8 years.

Restricted Stock Units (RSUs)

The following is a summary of the changes in the Company’s RSUs for the nine months ended September 30, 2022.


	Number of RSUs	Weighted Average Grant Date Fair Value (per unit)
Balance at December 31, 2021	193,190	$	2.20


Vested	(23,605)	$	4.66
Forfeited (A)	(8,047)	$	4.66
Balance at September 30, 2022	161,538	$	1.71

(A) Unvested RSUs are forfeited by non-employee directors upon their departure from the board of directors and generally forfeited by employees upon their termination.

The Company grants RSUs to the non-employee directors as part of their annual compensation. The RSUs are subject to a one-year vesting period. During the nine months ended September 30, 2022, the Company granted no RSUs to non-employee directors and 87,757 RSUs granted to non-employee directors vested. The Company also grants RSUs to employees as part of their annual compensation. The RSUs vest in equal annual installments on each of the first three anniversaries of the grant date. During the nine months ended September 30, 2022, the Company did not grant RSUs to employees and 23,605 RSUs granted to employees vested. Stock-based compensation expense is recognized on a straight-line basis through the vesting date of the

RSUs. Stock-based compensation expense related to RSUs was $0.1 million and $0.2 million for the nine months ended September 30, 2022 and $0.1 million and $0.3 million for three and nine months ended September 30, 2021, respectively. Stock-based compensation expense is recorded in general and administrative expense on the Consolidated Statements of Operations. During the nine months ended September 30, 2022, the Company reversed $0.3 million in stock compensation expense related to certain previously issued RSUs. The unrecognized stock-based compensation expense related to the unvested RSUs was $0.0 million as of September 30, 2022 and will be expensed over a weighted average period of 0.2 years.

Preferred Stock

Dividends totaling $1.4 million were paid on January 31, 2022 to holders of record of preferred stock on January 1, 2022, in an amount equal to $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively.

Dividends totaling $1.4 million were paid on May 2, 2022 to holders of record of preferred stock on April 1, 2022, in an amount equal to $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively.

Dividends totaling $1.4 million were paid on August 1, 2022 to holders of record of preferred stock on July 1, 2022, in an amount equal to $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively.

Dividends totaling $1.4 million were paid on October 31, 2022 to holders of record of preferred stock on October 3, 2022, in an amount equal to $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively.

On November 7, 2022, the Board of Directors of the Company declared dividends on the Company’s preferred stock for the period beginning November 1, 2022 and ending January 31, 2023. The dividends are payable on January 31, 2023, to holders of record of preferred stock on January 1, 2023, in an amount equal to $0.609375, $0.503125 and $0.523438 per share on the 9.750% Series B, 8.050% Series C and 8.375% Series D preferred stock, respectively. As of September 30, 2022, $5.6 million of dividends on the Company's cumulative preferred stock were unpaid and in arrears.

Noncontrolling Interest

On July 12, 2021, the Company entered into an investment agreement among the Company and Symphony Ventures, which we refer to as Symphony, a company organized under the laws of Ireland, in which the Company agreed to sell to Symphony 10% of the partnership interests in each of the wholly owned subsidiary limited partnerships, which we refer to as “SLPs”, formed by the Company to hold each of the Company’s Puttery venues, in exchange for an amount in cash equal to 10% of the total cost to build the Puttery venue owned by such SLP. Symphony’s purchase price in each such SLP will be fully committed on the date the certificate of occupancy for the Puttery venue is received, up to a total commitment of $10 million. We control through a wholly owned subsidiary all general partnership interests and 90% of the limited partnership interests in the SLP, thus retaining all rights, powers and authority that govern the partnership and, as a result, we consolidate the financial results of this SLP, and report the noncontrolling interest representing the economic interest in the SLP held by Symphony. Currently the Company and Symphony are party to four SLPs, for the Puttery locations in The Colony, Texas, Charlotte, North Carolina, Washington, D.C., and Houston, Texas.

Tax Benefits Preservation Plan

On May 17, 2022, Drive Shack Inc. (the “Company”) entered into a Tax Benefits Preservation Plan (the “Plan”) with American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), and the disinterested members of the Board of Directors (the “Board”) of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to stockholders of record at the close of business on May 27, 2022 (the “Record Date”). Each Right is governed by the terms of the Plan and entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a “Unit”) of Series E Junior Participating Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”), at a purchase price of $7.50 per Unit, subject to adjustment (the “Purchase Price”). The Plan is intended to help protect the Company’s ability to use its tax net operating losses and certain other tax assets (“Tax Benefits”) by deterring an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (the “Code”).

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Drive Shack Inc. 10-Q