Business Wire | Mar 12, 2021 06:50AM EST

Drive Shack Inc. Announces Fourth Quarter and Full Year 2020 Results and Preferred Stock Dividends for First Quarter 2021

Mar. 12, 2021

NEW YORK--(BUSINESS WIRE)--Mar. 12, 2021--Drive Shack Inc. (the "Company") (NYSE: DS), a leading owner and operator of golf-related leisure and entertainment businesses, today reported its financial results for the fourth quarter and full year ended December 31, 2020.

"We are very pleased with our fourth quarter results as we continue to see strong momentum in both our Drive Shack and American Golf businesses," said President and Chief Executive Officer Hana Khouri. "In December, we successfully reopened our Orlando entertainment golf venue and launched an online platform for single-bay reservations across all of our entertainment golf venues, both of which continue to generate solid and encouraging sales results. Our revenue driving initiatives and continued expense control discipline contributed to the positive Adjusted EBITDA results of $5.3 million this quarter, a $7.4 million improvement compared to the same quarter last year. With the challenging year faced by many in 2020, the quick reaction by our team across the entire organization to adapt to the new environment and re-stabilize the business positioned us to advance our growth priorities through the year. I am incredibly proud of their hard work and relentless commitment to the continued success of our business."

Khouri continued, "As we look ahead into 2021, our focus remains on strategic priorities to drive growth and profitability, including the launch and expansion of Puttery, capturing market share using data and analytics, growing brand awareness and advancing technology and innovation to remain at the forefront in our space. With our currently liquidity position and relatively unlevered balance sheet, we can maintain flexibility and optimize our capital stricture to be better positioned to react to future business needs. We believe 2021 will be a momentous year for us that is carried by a team that sets us apart and will drive us forward."

Business Update

The Company's four entertainment Drive Shack golf venues, including Orlando which reopened on December 18, 2020, generated total revenue of $7.2 million in the fourth quarter 2020, a decrease of $5.7 million compared to the fourth quarter 2019. The decrease was primarily due to lower event revenue, which declined $4.0 million compared to the same period last year and continues to be impacted by locally mandated capacity restrictions on large group gatherings.

The strong momentum and demand for traditional golf continued for American Golf throughout the fourth quarter of 2020. New full golf membership sales increased 20% and member rounds increased 37% on American Golf's five private courses compared to the fourth quarter 2019. During the same period, green and cart fee revenue increased 44% on American Golf's 30 public courses compared to the fourth quarter 2019, despite available tee times decreasing due to locally mandated restrictions. Overall, American Golf's traditional golf business generated total revenue of $53.1 million in the fourth quarter 2020, which includes $13.3 million of managed course expense reimbursements. American Golf's total revenue declined $5.8 million compared to the fourth quarter 2019, largely due to event revenue, which decreased by approximately $9.5 million during the same period.

Financial Liquidity Update

As of February 28, 2021, the Company had approximately $86 million of unrestricted cash on hand compared to approximately $44 million as of October 31, 2020. This increase is primarily due to approximately $54 million in net cash proceeds from the follow-on common stock offering completed in February 2021. The Company continues to maintain strong capital allocation discipline and expense control across the organization.

Financial Results

Three Months and Full Year Ended December 31, 2020

compared to the Three Months and Full Year Ended December 31, 2019

($ in thousands, except for per share data) (Unaudited):

Three Months Ended Year Ended

December 31, December 31, December 31, December 31, 2020 2019 2020 2019

Total revenues $ 60,287 $ 71,815 $ 219,987 $ 272,064

Operating Loss $ (3,648 ) $ (20,121 ) $ (36,635 ) $ (67,284 )

Net Income/ $ 9,946 $ (15,276 ) $ (56,354 ) $ (54,854 )(Loss)

Net Income/(Loss)applicable to $ 8,551 $ (16,671 ) $ (61,934 ) $ (60,434 )commonstockholders



Net Income/(Loss) applicable tocommonstock, pershare

Basic $ 0.13 $ (0.25 ) $ (0.92 ) $ (0.90 )

Diluted $ 0.13 $ (0.25 ) $ (0.92 ) $ (0.90 )

Adjusted EBITDA $ 5,301 $ (2,064 ) $ (3,106 ) $ (11,951 )^1

For the three months ended December 31, 2020, the Company reported an operating loss of ($3.6) million and net income of $9.9 million compared to an operating loss of ($20.1) million and a net loss of ($15.3) million in the corresponding period of the prior year. Adjusted EBITDA was $5.3 million for fourth quarter 2020, an increase of $7.4 million compared to Adjusted EBITDA of ($2.1) million for fourth quarter 2019. 1

For the twelve months ended December 31, 2020, the Company reported an operating loss of ($36.6) million and a net loss of ($56.4) million compared to an operating loss of ($67.3) million and a net loss of ($54.9) million in the corresponding period of the prior year. Adjusted EBITDA was ($3.1) million for full year 2020, an increase of $8.8 million compared to Adjusted EBITDA of ($12.0) million for full year 2019. 1

1 Adjusted EBITDA is a non-GAAP financial measure. For definitions and reconciliations of non-GAAP results please refer to the exhibit to this press release.

Preferred Stock Dividends

The Board of Directors of the Company declared dividends on the Company's preferred stock for the period beginning February 1, 2021 and ending April 30, 2021. The dividends are payable on April 30, 2021, to holders of record of preferred stock on April 1, 2021, 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.

2020 Fourth Quarter and Full Year Earnings Conference Call Details

Management will host a live conference call and webcast to discuss the Company's 2020 fourth quarter and full year results today starting at 9:00 a.m. Eastern Time. The webcast will be made available to the public on a listen-only basis, along with the associated slide presentation, on the Company's investor relations website at http://ir.driveshack.com. The conference call may be accessed by dialing 1-866-913-6930 (from within the U.S.) or 1-409-983-9881 (from outside of the U.S.) ten minutes prior to the scheduled start of the call and referencing conference ID 5779120.

A telephonic replay of the conference call will also be available approximately two hours following the conclusion of the call through 11:59 P.M. Eastern Time on Friday, March 26, 2021 and may be accessed by dialing 1-800-585-8367 (from within the U.S.) or 1-404-537-3406 (from outside of the U.S.) and referencing conference ID 5779120.

Additional Information

For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of the Company's website, http://ir.driveshack.com. For consolidated information, please refer to the Company's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, which are available on the Company's website, http://ir.driveshack.com.

About Drive Shack

Drive Shack Inc. is a leading owner and operator of golf-related leisure and entertainment businesses.

Forward-Looking Statements Certain statements regarding Drive Shack Inc. (together with its subsidiaries, "Drive Shack", "we" or "us") in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of forward-looking words such as "outlook," "believes," "expects," "by", "approaches", "nearly", "potential", "continues", "may", "will", "should", "could", "seeks", "approximately", "predicts", "intends", "plans", "estimates", "anticipates", "target", "goal", "projects", "contemplates" or the negative version of those words or other comparable words. Any forward-looking statements contained in this release, including statements regarding the expected development schedule and timing of specific milestones for our facilities, including The Puttery and Drive Shack venues, our expected and the remaining cost for our development projects (both individually and in the aggregate), the expected capabilities of our development projects once completed, our intentions to make use of capital or free cash flow and our future financial position and liquidity are based upon our limited historical performance and on our current plans, estimates and expectations in light of information (including industry data) currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by the Company or any other person that the future plans, estimates or expectations contemplated by us will be achieved. These statements are subject to a number of factors that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. We can give no assurance that its expectations regarding any forward-looking statements will be attained. Accordingly, you should not place undue reliance on any forward-looking statements made in this release. Factors that could cause or contribute to such differences include, but are not limited to, the risk that our construction schedules will take longer than we expect, that our expectations about the consumer demand for our product will not prove accurate, that our operating or other costs will increase or our expected remaining costs for development projects underway increases and the effect of the COVID-19 pandemic on our business and financial results. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this release. We expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Non-GAAP Financial Measure

Adjusted EBITDA is not a measurement of financial performance under generally accepted accounting principles in the United States ("GAAP") and should not be considered in isolation or as an alternative to GAAP financial measures. We believe this non-GAAP financial measure, as we have defined it, provides a supplemental measure of financial performance of our current operations at our entertainment and traditional golf venues. This measure excludes items that we believe are unrelated to the day-to-day performance of our current golf entertainment or traditional golf venues, including one-time pre-opening costs associated with new venue openings, corporate severance payments, (gain) loss on lease terminations and impairment, stock-based compensation, depreciation and amortization and other income (which does not include revenue from golf entertainment or traditional golf venues). This non-GAAP financial measure is presented so that investors have the same type of financial data that management uses in evaluating the financial performance of the Company.

The principal limitation of this non-GAAP measure is that it excludes significant expenses and income that are required by GAAP to be recorded in our financial statements. A reconciliation is provided for the non-GAAP financial measure to our GAAP net income/(loss). Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to our GAAP net income/(loss), and not to rely on any single financial measure to evaluate our business.

Adjusted EBITDA. We define Adjusted EBITDA as GAAP net income (loss), adjusted for income tax expenses, other income (loss), interest expenses, interest and investment income, depreciation and amortization, gain (loss) on lease terminations, impairment and other losses, pre-opening costs and certain other non-recurring items (including corporate severance payments, transactional G&A and stock-based compensation).

Consolidated Balance Sheets (Unaudited)

(dollars in thousands, except share data)



December 31, December 31, 2020 2019

Assets

Current assets

Cash and cash equivalents $ 47,786 $ 28,423

Restricted cash 2,252 3,103

Accounts receivable, net 4,446 5,249

Real estate assets, held-for-sale, net -- 16,948

Real estate securities, available-for-sale 3,223 3,052

Other current assets 14,410 17,521

Total current assets 72,117 74,296

Restricted cash, noncurrent 795 438

Property and equipment, net of accumulated 169,425 179,641 depreciation

Operating lease right-of-use assets 192,828 215,308

Intangibles, net of accumulated amortization 15,124 17,565

Other investments -- 24,020

Other assets 6,765 4,723

Total assets $ 457,054 $ 515,991

Liabilities and Equity

Current liabilities

Obligations under finance leases $ 6,470 $ 6,154

Membership deposit liabilities 14,692 10,791

Accounts payable and accrued expenses 29,596 25,877

Deferred revenue 23,010 26,268

Other current liabilities 28,217 23,968

Total current liabilities 101,985 93,058

Credit facilities and obligations under finance 12,751 13,125 leases - noncurrent

Operating lease liabilities - noncurrent 167,837 187,675

Junior subordinated notes payable 51,182 51,192

Membership deposit liabilities, noncurrent 99,862 95,805

Deferred revenue, noncurrent 9,953 6,283

Other liabilities 3,447 3,278

Total liabilities $ 447,017 $ 450,416

Commitments and contingencies

Equity

Preferred stock, $0.01 par value, 100,000,000shares authorized, 1,347,321 shares of9.75% Series B Cumulative Redeemable PreferredStock, 496,000 shares of 8.05%Series C Cumulative Redeemable Preferred Stock, 61,583 61,583 and 620,000 shares of 8.375% SeriesD Cumulative Redeemable Preferred Stock,liquidation preference $25.00 per share,issued and outstanding as of December 31, 2020and 2019

Common stock, $0.01 par value, 1,000,000,000shares authorized, 67,323,592 and67,068,751 shares issued and outstanding at 673 671 December 31, 2020 and 2019,respectively

Additional paid-in capital 3,178,704 3,177,183

Accumulated deficit (3,232,391 ) (3,175,572 )

Accumulated other comprehensive income 1,468 1,710

Total equity $ 10,037 $ 65,575

Total liabilities and equity $ 457,054 $ 515,991

Consolidated Statements of Operations (Unaudited)

(dollars in thousands, except share data)

Three Months Ended Twelve Months Ended December 31, December 31,

2020 2019 2020 2019

Revenues

Golf $ 52,906 $ 53,608 $ 189,972 $ 216,497 operations

Sales of food 7,381 18,207 30,015 55,567 and beverages

Total revenues 60,287 71,815 219,987 272,064

Operating costs

Operating 46,161 59,409 188,745 229,306 expenses

Cost of sales- food and 2,180 4,759 8,834 15,217 beverages

General andadministrative 7,182 9,994 31,284 47,976 expense

Depreciationand 6,823 6,627 27,152 22,396 amortization

Pre-opening 279 1,811 1,328 9,040 costs

(Gain) loss onleaseterminations 1,310 9,336 (721 ) 15,413 andimpairment

Totaloperating 63,935 91,936 256,622 339,348 costs

Operating loss (3,648 ) (20,121 ) (36,635 ) (67,284 )



Other income (expenses)

Interest andinvestment 165 156 565 955 income

Interest (2,736 ) (2,753 ) (10,968 ) (8,760 ) expense, net

Other income 16,601 7,921 (7,611 ) 20,876 (loss), net

Total otherincome 14,030 5,324 (18,014 ) 13,071 (expenses)

Net Income/(Loss) before 10,382 (14,797 ) (54,649 ) (54,213 ) income tax

Income tax 436 479 1,705 641 expense

Net Income/ 9,946 (15,276 ) (56,354 ) (54,854 ) (Loss)

Preferred (1,395 ) (1,395 ) (5,580 ) (5,580 ) dividends

Net Income/(Loss)Applicable to $ 8,551 $ (16,671 ) $ (61,934 ) $ (60,434 ) CommonStockholders



Net Income/(Loss)Applicable to Common Stock,per share

Basic $ 0.13 $ (0.25 ) $ (0.92 ) $ (0.90 )

Diluted $ 0.13 $ (0.25 ) $ (0.92 ) $ (0.90 )

WeightedAverage Numberof Shares of Common StockOutstanding

Basic 67,238,624 67,060,440 67,158,745 67,039,556

Diluted 67,833,329 67,060,440 67,158,745 67,039,556

Adjusted EBITDA Non-GAAP Reconciliation

(dollars in thousands)

Three Months Ended Twelve Months Ended

December 31, December 31,

2020 2019 2020 2019

Net Income (Loss) $ 9,946 ($ 15,276 ) ($ 56,354 ) ($ 54,854 )

Income tax expense 436 479 1,705 641

Other (income) expense, net (16,601 ) (7,921 ) 7,611 (20,876 )

Net interest expense 2,571 2,597 10,403 7,805

Operating Loss ($ 3,648 ) ($ 20,121 ) ($ 36,635 ) ($ 67,284 )

Depreciation and 6,823 6,627 27,152 22,396 amortization

(Gain) loss on leaseterminations 1,310 9,336 (721 ) 15,413 and impairment

Pre-opening costs 279 1,811 1,328 9,040

Other items^(1) 537 283 5,770 8,484

Adjusted EBITDA $ 5,301 ($ 2,064 ) ($ 3,106 ) ($ 11,951 )

(1)

For the three and twelve months ended December 31, 2020, other items include (i) corporate severance of ($4) and $1,128, respectively; (ii) transactional G&A of $161 and $3,276, respectively; and (iii) stock-based compensation of $380 and $1,366, respectively. For the three and twelve months ended December 31, 2019, other items include (i) corporate severance of $682 and $2,271, respectively; (ii) transactional G&A of $1,132 and $5,076, respectively; and (iii) stock-based compensation of ($1,531) and $1,137, respectively.

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CONTACT: Investor Relations Inquiries Kelley Buchhorn, Head of Investor Relations ir@driveshack.com