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., which is referred to, together with
its subsidiaries as Drive Shack Inc. or the Company. The following should be
read in conjunction with the unaudited Consolidated Financial Statements and
notes thereto and with Part II, Item 1A. "Risk Factors" of this report and Part
I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December
31, 2020.

This discussion contains certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are generally identifiable by use of forward-looking terminology such
as "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek,"
"anticipate," "estimate," "overestimate," "underestimate," "believe," "could,"
"project," "forecast," "predict," "continue" or other similar words or
expressions. Forward-looking statements are based on certain assumptions,
discuss future expectations, describe future plans and strategies, contain
projections of results of operations or of financial condition or state other
forward-looking information. Our ability to predict results or the actual
outcome of future plans or strategies is inherently uncertain. Although we
believe that the expectations reflected in such forward-looking statements are
based on reasonable assumptions, our actual results and performance could differ
materially from those set forth in the forward-looking statements. These
forward-looking statements involve risks, uncertainties and other factors that
may cause our actual results in future periods to differ materially from
forecasted results, including those set forth in the section entitled "Risk
Factors" in our Annual Report on Form 10-K filed with the SEC on March 16, 2021
and in our quarterly or current reports as filed with or furnished to the SEC.
We disclaim any intent or obligation to update these forward-looking statements.



GENERAL

Business Overview

The Company owns and operates golf-related leisure and social entertainment venues and courses focused on bringing people together through competitive socializing, by combining sports and entertainment with elevated F&B offerings.



The Company conducts its business through an integrated portfolio spanning three
brands, Drive Shack, American Golf, and Puttery. Drive Shack, which launched in
2018, owns and operates four entertainment golf venues featuring tech-enabled
hitting bays with in-bay dining, full-service restaurants, bars, and event
spaces. American Golf, the longest-running business in our portfolio, owns,
leases, and manages 56 traditional golf properties spanning nine states
throughout the United States. Puttery, the Company's newest competitive
socializing and entertainment platform, is an adult-focused, modern spin on
putting, re-defining the game and creating an immersive experience supported by
innovative technology focused on competitive socializing. With a high-energy
atmosphere that combines plentiful curated culinary offerings and inventive
craft cocktails centered around a lively bar area with great music, guests can
relax and enjoy their evening before, during and after their tee time. The
Company launched its first Puttery venue in September 2021 in The Colony, Texas.


Recent Developments

On July 12, 2021, the Company entered into an Investment Agreement among the
Company and Symphony Ventures, a partnership organized under the laws of
Ireland, pursuant to which Symphony Ventures committed to invest $10.0 million
in Puttery (the "Commitment"). On the terms and subject to the conditions set
forth in the Investment Agreement, the Company will sell to Symphony Ventures
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 Ventures'
purchase price in each such SLP will be applied to satisfy the commitment. In
connection with each investment in an SLP, Symphony Ventures will receive the
option to purchase partnership interests representing an additional 10% of the
partnership interests in such SLP, at a purchase price equal to the original
purchase price, exercisable within the first year following each investment. The
Commitment expires on January 1, 2024. Following the satisfaction of its
commitment of $10.0 million, Symphony Ventures will have the right, but not the
obligation, to invest in each Puttery venue that the Company opens through the
end of 2023, on the same terms as those applicable to the committed amount. See
Note 1 to the Financial Statements for further information.

                                       26
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On November 5, 2021, the board of directors of the Company declared dividends on
the Company's preferred stock for the period beginning November 1, 2021 and
ending January 31, 2022. The dividends are payable 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.


COVID-19 Update



In response to the COVID-19 global pandemic declared by the World Health
Organization in March 2020, many states and localities in which we operate
issued "stay at home" or "shelter in place" orders and other social distancing
measures, in addition to mandatory store closures, capacity limitations and
other restrictions affecting our operations. As a result, during March 2020, we
temporarily closed all of our entertainment golf venues and substantially all of
our traditional golf properties.

Subsequent to our closures, the gradual easing of restrictions has permitted us
to safely and responsibly resume operations at both our entertainment golf
venues and our traditional golf properties. Subject to locally mandated COVID-19
capacity and other limitations, all of our traditional golf properties and three
of our four Drive Shack venues were safely and responsibly reopened by the end
of the second quarter 2020. The fourth Drive Shack venue was reopened at the end
of the fourth quarter of 2020. As of September 30, 2021, all of our
entertainment golf venues and traditional golf properties were fully open and
operating.


CARES Act

On March 27, 2020, Congress enacted the CARES Act to provide certain relief in response to the COVID-19 pandemic. The CARES Act includes numerous tax provisions and other stimulus measures. Among the various provisions in the CARES Act, the Company is utilizing the payroll tax deferrals offered as it continues to evaluate the applicability of other benefits.

General



•Entertainment Golf | Drive Shack and Puttery
Drive Shack offers competitive, social entertainment through its golf-related
leisure and large-format entertainment venues with gaming and premier golf
technology, a chef-inspired menu, craft cocktails, and engaging social events
throughout the year. Each Drive Shack venue features expansive,
climate-controlled, suite style bays with lounge seating; augmented-reality golf
games and virtual course play; a restaurant and multiple bars; an outdoor patio
with lawn games; and arcade games.
As of September 30, 2021, the Company operated four Drive Shack venues located
in Orlando, Florida; West Palm Beach, Florida; Raleigh, North Carolina; and
Richmond, Virginia. Additionally, the Company is committed to leases in New
Orleans, Louisiana and in Manhattan (Randall's Island), New York for Drive Shack
venues. Drive Shack venues are freestanding, 60,000 square feet, open-air venues
built on approximately 12 acres.
This segment also includes the Company's newest entertainment golf brand,
Puttery, an adult-focused, modern spin on putting, re-defining the game within
an immersive experience and innovative technology focused on competitive
socializing and offers curated culinary offerings and inventive craft cocktails.
Puttery venues range in size from 15,000 to 20,000 square feet and feature
tech-forward putting courses anchored by bars and other social spaces that will
serve to create engaging and fun experiences for guests.
The Company has announced its first five venues in The Colony, Texas just
outside of Dallas; Charlotte, North Carolina; Washington DC; Miami, Florida and
Houston, Texas. The Colony, Texas venue opened in September 2021 and Charlotte
is projected to open in December 2021. Washington DC is projected to open in Q2
2022; Miami and Houston are projected to open in Q3 of 2022. Three additional
locations are currently in or nearing lease execution.

•Traditional Golf | American Golf


                                       27
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American Golf, acquired by the Company in December 2013, is one of the largest
operators of golf properties in the United States. As an owner, lessee, and
manager of golf courses and country clubs for over 45 years, we believe American
Golf is one of the most experienced operators in the traditional golf industry.
As of September 30, 2021, we owned, leased or managed 56 properties across nine
states. American Golf is focused on delivering lasting experiences for our
guests, with over 35,000 members and over 1.2 million rounds played at our
properties during the nine months ended September 30, 2021.
Our traditional golf operations are organized into three principal categories
due to the nature of the revenue streams generated by the following properties:
(1) public properties (all leased), (2) private properties (leased and owned)
and (3) managed properties (public and private).

New Venue Development and Growth | Puttery



We believe Drive Shack Inc. is the only company comprised of a truly integrated
portfolio of both Entertainment and Traditional Golf businesses, which provides
us with a unique opportunity to unlock top site locations by leveraging the
operational experiences and municipal relationships developed by our traditional
golf business. The Company strives to forward innovate and revolutionize next
generation experiences. In September 2021, the Company launched Puttery, its
newest competitive indoor socializing and entertainment platform.

Puttery is expected to expand our business by diversifying our experiential
offerings with an adult-focused modern spin on indoor putting through innovative
technology featuring a series of tech-forward putting courses anchored by bars
and other social spaces that will serve to create engaging and fun experiences
for our guests.

Our Puttery venues require much less space than a Drive Shack venue at
approximately 15,000 - 20,000 sq.ft. of indoor new or existing retail space.
Puttery expands store potential by hundreds of markets due to the vast
availability of real estate, shorter development timelines, less capital risk
and higher development yields. Advanced data and demographic analytics will
allow us to strategically evaluate and develop a robust pipeline of target sites
in prioritized markets across the United States. As we look to further grow our
Puttery brand, the smaller format offers us the opportunity to improve
investment returns and take advantage of the vast availability of retail space
at favorable rates.

Notable Operational Results



During the third quarter, our traditional golf properties generated revenue of
$65.1 million, our Drive Shack venues generated revenue of $10.5 million, and
our newest brand, Puttery, generated revenue of $0.8 million in its first month
of operation in September 2021.

Golf continues to emerge as one of the top outdoor activities naturally conducive to social distancing practices. Our traditional golf properties produced strong results during the nine months ended September 30, 2021, highlighting the unwavering demand for the sport. Restrictions on large gatherings are no longer in effect in the primary jurisdictions in which we operate. As such we are experiencing a steady return of events, banquets and other large gatherings which has led to increased sales of food and beverages.


                                       28
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RESULTS OF OPERATIONS

The following tables summarize our results of operations for the three and nine months ended September 30, 2021 and 2020:


                                                  Three Months Ended September 30,                    Increase (Decrease)
(dollar amounts in thousands)                        2021                    2020                 Amount                 %
Revenues
Golf operations (A)                           $         62,257          $     58,766          $     3,491                  5.9  %
Sales of food and beverages                             14,109                 7,699                6,410                 83.3  %
Total revenues                                          76,366                66,465                9,901                 14.9  %
Operating costs
Operating expenses (A)                                  60,729                54,993                5,736                 10.4  %
Cost of sales - food and beverages                       3,696                 2,170                1,526                 70.3  %
General and administrative expense                       9,685                 7,916                1,769                 22.3  %
Depreciation and amortization                            5,823                 6,853               (1,030)               (15.0) %
Pre-opening costs                                        2,030                   227                1,803                794.3
(Gain) Loss on lease terminations and
impairment                                                 324                   302                   22                  7.3  %

Total operating costs                                   82,287                72,461                9,826                 13.6  %
Operating loss                                          (5,921)               (5,996)                 (75)                (1.3) %
Other income (expenses)
Interest and investment income                             190                   135                   55                 40.7  %
Interest expense, net                                   (2,626)               (2,896)                (270)                (9.3) %
Other income (loss), net                                   107                  (157)                 264                168.2  %
Total other income (expenses)                           (2,329)               (2,918)                 589                 20.2  %
Loss before income tax                        $         (8,250)         $     (8,914)         $      (664)                (7.4) %


                                             Nine Months Ended September 30,                   Increase (Decrease)
(dollar amounts in thousands)                  2021                    2020                Amount                 %
Revenues
Golf operations (A)                     $        177,170          $    137,066          $   40,104                 29.3  %
Sales of food and beverages                       34,167                22,634              11,533                 51.0  %
Total revenues                                   211,337               159,700              51,637                 32.3  %
Operating costs                                                                                     0
Operating expenses (A)                           165,234               142,584              22,650                 15.9  %
Cost of sales - food and beverages                 8,951                 6,654               2,297                 34.5  %
General and administrative expense                25,697                24,102               1,595                  6.6  %
Depreciation and amortization                     17,852                20,329              (2,477)               (12.2) %
Pre-opening costs                                  3,375                 1,049               2,326                221.7
(Gain) Loss on lease terminations and
impairment                                         2,972                (2,031)              5,003               (246.3) %

Total operating costs                            224,081               192,687              31,394                 16.3  %
Operating loss                                   (12,744)              (32,987)            (20,243)               (61.4) %
Other income (expenses)
Interest and investment income                       502                   400                 102                 25.5  %
Interest expense, net                             (7,964)               (8,232)               (268)                (3.3) %

Other income (loss), net                              29               (24,212)             24,241                100.1  %
Total other income (expenses)                     (7,433)              (32,044)             24,611                 76.8  %
Loss before income tax                  $        (20,177)         $    (65,031)         $  (44,854)               (69.0) %



(A) Includes $14.7 million and $41.3 million for the three and nine months ended
September 30, 2021, and $15.2 million and $37.1 million for the three and nine
months ended September 30, 2020, respectively, due to management contract
reimbursements reported under ASC 606.
                                       29
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Revenues from Golf Operations



Revenues from golf operations comprise principally: (1) daily green fees, golf
cart rentals, and The Player's Club membership dues at American Golf's public
properties, (2) initiation fees, membership dues and guest fees at American
Golf's private properties, (3) management fees and reimbursed operating expenses
at American Golf's managed courses and (4) bay play at Drive Shack locations.

Given the discretionary nature of our products, trends in consumer spending will
impact our revenue from golf operations on a quarter-by-quarter basis and,
particularly in traditional golf as an outdoor activity, and seasonal weather
patterns have a significant impact.
                                                 Three Months Ended                         Increase (Decrease)
                                        September 30,          September 

30,


(dollar amounts in thousands)                2021                   2020                 Amount                %
Golf operations                        $      62,257          $      58,766          $     3,491                5.9  %
Percentage of total revenue                     81.5  %                88.4  %



Revenues from golf operations increased by $3.5 million primarily due to (a) an
increase of $1.0 million in traditional golf related to course re-openings after
courses closed during part of 2020 due to COVID-19 restrictions, and (b) an
increase of $2.5 million in entertainment golf, of which $2.2 million is
attributed to higher traffic at the venues as COVID-19 restrictions continue to
be lifted versus the prior year period, and $0.3 million is attributed to the
grand opening of the Puttery in Colony, Texas.


                                                  Nine Months Ended                         Increase (Decrease)
                                        September 30,          September 30,
(dollar amounts in thousands)                2021                   2020                Amount                 %
Golf operations                        $     177,170          $     137,066          $   40,104                29.3  %
Percentage of total revenue                     83.8  %                85.8  %



Revenues from golf operations increased by $40.1 million primarily due to (a) a
$33.5 million increase in traditional golf related to course re-openings after
courses closed during part of 2020 due to COVID-19 restrictions, and (b) a $6.5
million increase in entertainment golf, of which $5.7 million is primarily due
to higher traffic at the venues as COVID-19 restrictions continue to be lifted
versus the prior year period at the onset of the pandemic, and $0.3 million is
attributed to the grand opening of the Puttery in Colony, Texas.

Sales of Food and Beverages



                                                  Three Months Ended                         Increase (Decrease)
                                         September 30,          September 30,
(dollar amounts in thousands)                2021                    2020                 Amount                 %
Sales of food and beverages            $       14,109          $       7,699          $     6,410                83.3  %
Percentage of total revenue                      18.5  %                11.6  %



Sales of food and beverages increased by $6.4 million, due to a $3.8 million
increase in traditional golf, and a $2.6 million increase in entertainment golf.
The increase in traditional golf was primarily due to the return of tournament
and large group event-related revenues as COVID-19 related restrictions were
lifted. Entertainment golf increased due to higher traffic at the venues related
to the lifting of COVID-19 restrictions.

                                       30
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                                                  Nine Months Ended                         Increase (Decrease)
                                        September 30,          September 30,
(dollar amounts in thousands)                2021                   2020                Amount                 %
Sales of food and beverages            $      34,167          $      22,634          $   11,533                51.0  %
Percentage of total revenue                     16.2  %                14.2  %



Sales of food and beverages increased by $11.5 million, due to a $5.0 million
increase in traditional golf, and a $6.5 million increase in entertainment golf.
The increase in traditional golf was primarily due to the return of tournament
and large group event-related revenues as COVID-19 related restrictions were
lifted. Entertainment golf increased due to higher traffic at the venues related
to the lifting of COVID-19 restrictions.

Operating Expenses



Operating expenses consist of course and venue level payroll and payroll-related
(including hourly and salary wages, bonuses and commissions, health benefits,
and payroll taxes), occupancy (including rent, property tax, and common area
maintenance), and other course and venue level operating expenses (including
utilities, repair and maintenance, and marketing), excluding pre-opening costs,
which are recorded separately. Operating expenses also include course level
operating costs for our traditional golf managed courses, for which we are
reimbursed.

                                                 Three Months Ended                         Increase (Decrease)
                                        September 30,          September 30,
(dollar amounts in thousands)                2021                   2020                 Amount                 %
Operating expenses                     $      60,729          $      54,993          $     5,736                10.4  %
Percentage of total revenue                     79.5  %                82.7  %



Operating expenses increased by $5.7 million, primarily due to a $3.2 million
increase in traditional golf, and a $2.5 million increase in entertainment golf.
The increase was primarily due to increases in payroll and payroll related
expenses as venues and events continue to ramp up this year with COVID-19
restrictions lifting.

                                                  Nine Months Ended                         Increase (Decrease)
                                        September 30,          September 30,
(dollar amounts in thousands)                2021                   2020                Amount                 %
Operating expenses                     $     165,234          $     142,584          $   22,650                15.9  %
Percentage of total revenue                     78.2  %                89.3  %



Operating expenses increased by $22.7 million, due to a $20.3 million increase
in traditional golf, and a $2.4 million increase in entertainment golf. The
increase was primarily due to increased costs to support increased operations
with the lifting of COVID-19 restrictions.

Cost of Sales - Food and Beverages


                                                  Three Months Ended                         Increase (Decrease)
                                         September 30,          September 

30,


(dollar amounts in thousands)                2021                    2020                 Amount                 %
Cost of sales - food and beverages     $        3,696          $       2,170          $     1,526                70.3  %
Percentage of total revenue                       4.8  %                 3.3  %


Cost of sales - food and beverages increased by $1.5 million directionally in-line with corresponding increase in food and beverage sales in traditional golf and entertainment golf.


                                       31
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                                                  Nine Months Ended                         Increase (Decrease)
                                           June 30,            September 

30,


(dollar amounts in thousands)                2021                   2020                 Amount                 %

Cost of sales - food and beverages $ 8,951 $ 6,654

$     2,297                34.5  %
Percentage of total revenue                      4.2  %                 4.2  %



Cost of sales - food and beverages increased by $2.3 million directionally
in-line with corresponding increase in sales partially offset as prior year also
included spoilage charges isolated to Q1-2020 from the onset of the pandemic and
resulting course and venue shutdowns.

General and Administrative Expense (including Acquisition and Transaction Expense)

General and administrative expense consists of costs associated with our corporate support and administrative functions that support development and operations and includes stock-based compensation.


                                                   Three Months Ended                         Increase (Decrease)
                                          September 30,          September 

30,


(dollar amounts in thousands)                 2021                    2020                 Amount                 %
General and administrative expense      $        9,685          $       7,916          $     1,769                22.3  %
Percentage of total revenue                       12.7  %                11.9  %



General and administrative expense increased by $1.8 million consisting of a
$0.2 million decrease in traditional golf resulting from a reduction of legal
expenses, a $1.4 million increase in entertainment golf, and a $0.6 million
increase at Corporate. The increases are due primarily to higher payroll and
payroll-related expenses compared to reduced headcounts during the pandemic.
                                                   Nine Months Ended                         Increase (Decrease)
                                         September 30,          September 30,
(dollar amounts in thousands)                 2021                   2020                 Amount                %
General and administrative expense      $      25,697          $      24,102          $     1,595                6.6  %
Percentage of total revenue                      12.2  %                15.1  %



General and administrative expense increased by $1.6 million, consisting of a
$0.6 million decrease in traditional golf, a $0.9 million increase in
entertainment golf, and an increase of $1.3 million at Corporate. The decrease
in traditional golf is primarily due to payroll related expenses. The increase
in entertainment golf is primarily due to an increase of $2.0 million in
business development and personnel costs, offset by a reduction of $1.3 million
in professional fees. The increase at Corporate is mainly due to increased
payroll related expenses of $1.8 million partially offset by a reduction of $0.5
million in business development and insurance related expenses.

Depreciation and Amortization

Depreciation and amortization consists of depreciation on property and equipment and financing lease assets, as well as amortization of intangible assets.


                                                  Three Months Ended                         Increase (Decrease)
                                         September 30,          September 

30,


(dollar amounts in thousands)                2021                    2020                Amount                 %
Depreciation and amortization          $        5,823          $       6,853          $   (1,030)              (15.0) %
Percentage of total revenue                       7.6  %                10.3  %


Depreciation and amortization decreased by $(1.0) million primarily due to the dispositions of the SeaCliff , Yorba Linda, and Lomas Santa Fe Country Clubs.


                                       32
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                                                  Nine Months Ended                         Increase (Decrease)
                                        September 30,          September 30,
(dollar amounts in thousands)                2021                   2020                Amount                 %

Depreciation and amortization $ 17,852 $ 20,329

$   (2,477)              (12.2) %
Percentage of total revenue                      8.4  %                12.7  %


Depreciation and amortization decreased by $(2.5) million primarily due the dispositions of the SeaCliff , Yorba Linda, and Lomas Santa Fe Country Clubs.



Pre-Opening Costs
Pre-opening costs consist primarily of venue-related lease expenses, employee
payroll, marketing expenses, travel and related expenses, training costs, food,
beverage and other operating expenses incurred prior to opening an entertainment
golf venue.
                                                   Three Months Ended                          Increase (Decrease)
                                         September 30,            September 30,
(dollar amounts in thousands)                 2021                    2020                  Amount                 %
Pre-opening costs                      $        2,030           $          227          $     1,803               794.3  %
Percentage of total revenue                       2.7   %                  0.3  %


The increase is due to the recent opening of Puttery Colony and the impending grand opening of Puttery Charlotte.



                                                  Nine Months Ended                          Increase (Decrease)
                                         September 30,          September 30,
(dollar amounts in thousands)                2021                    2020                 Amount                 %
Pre-opening costs                      $        3,375          $       1,049          $     2,326               221.7  %
Percentage of total revenue                       1.6  %                 0.7  %


The increase is due to the recent opening of Puttery Colony and the impending grand opening of Puttery Charlotte.

(Gain) Loss on lease terminations and impairment



Impairment and other losses consists of any gains or losses due to lease
terminations, inclusive of lease termination costs and related legal fees as
well as the write-off of the net book value of property and equipment,
intangible assets, ROU assets and liabilities, and remaining working capital
items; impairment charges on long-lived assets, including property and
equipment, intangibles, and operating lease assets; and the net book value of
assets retired in the normal course of business.
                                                     Three Months Ended                                 Increase (Decrease)
                                         September 30,                 September 30,
(dollar amounts in thousands)                 2021                         2020                      Amount                     %
(Gain) Loss on lease terminations and
impairment                             $          324                $          302          $             22                    7.3  %
Percentage of total revenue                       0.4   %                       0.5  %



There was no significant change in (Gain) Loss on lease terminations and
impairment.

                                                  Nine Months Ended                          Increase (Decrease)
                                        September 30,          September 30,
(dollar amounts in thousands)                2021                   2020                 Amount                 %
(Gain) Loss on lease terminations and
impairment                             $       2,972          $      (2,031)         $     5,003               (246.3) %
Percentage of total revenue                      1.4  %                (1.3) %



                                       33

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(Gain) Loss on lease terminations and impairment increased by $5.0 million
primarily due to the 2021 gain on lease termination of SeaCliff, partially
offset by the impairment of assets related to our New York, NY corporate office
totaling $3.2 million, versus the 2020 gain on lease terminations related to two
properties, Buffalo Creek and Monarch Bay.

Interest and Investment Income

Interest and investment income consists primarily of interest earned on cash balances and a real estate security.


                                                     Three Months Ended                                  Increase (Decrease)
                                         September 30,                 September 30,
(dollar amounts in thousands)                 2021                         2020                      Amount                      %
Interest and investment income         $          190                $          135          $             55                    40.7  %
Percentage of total revenue                       0.2   %                       0.2  %


There was no significant change in interest and investment income.



                                                     Nine Months Ended                             Increase (Decrease)
                                         September 30,                September 30,
(dollar amounts in thousands)                 2021                        2020                  Amount                 %
Interest and investment income         $          502               $          400          $       102                25.5  %
Percentage of total revenue                       0.2   %                      0.3  %


There was no significant change in interest and investment income.

Interest Expense, Net



Interest expense, net, consists primarily of interest expense on the accretion
of membership deposit liabilities, on the Company's junior subordinated notes
payable, and on financing lease obligations, offset by amounts capitalized into
construction in progress during the construction and development of new venues.
                                       34
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                                                 Three Months Ended                         Increase (Decrease)
                                        September 30,          September 30,
(dollar amounts in thousands)                2021                   2020                 Amount                 %
Interest expense, net                  $      (2,626)         $      (2,896)         $      (270)               (9.3) %
Percentage of total revenue                     (3.4) %                (4.4) %



Interest expense, net decreased by less than $(0.3) million, not a significant
change.

                                                  Nine Months Ended                         Increase (Decrease)
                                        September 30,          September 30,
(dollar amounts in thousands)                2021                   2020                 Amount                 %
Interest expense, net                  $      (7,964)         $      (8,232)         $      (268)               (3.3) %
Percentage of total revenue                     (3.8) %                (5.2) %


Interest expense, net decreased by less than $(0.3) million, not a significant change.



Other Income (Loss), Net

Other income (loss), net, consists of gains on the sale of traditional golf properties and earnings from our equity method investment.


                                                    Three Months Ended                            Increase (Decrease)
                                         September 30,               September 30,
(dollar amounts in thousands)                 2021                        2020                 Amount                 %
Other income (loss), net               $          107               $        (157)         $       264               168.2  %
Percentage of total revenue                       0.1   %                    (0.2) %


Other income (loss), net increased by $0.3 million primarily due to gain from extinguishments of debt related to our member deposit liabilities.


                                                   Nine Months Ended                          Increase (Decrease)
                                         September 30,           September 30,
(dollar amounts in thousands)                 2021                    2020                Amount                 %
Other income (loss), net               $            29          $     (24,212)         $   24,241               100.1  %
Percentage of total revenue                          -  %               (15.2) %



Other income (loss), net increased by $24.2 million primarily due to $24.7
million impairment that was recognized during the nine months ended September
30, 2020.


SEGMENT RESULTS

Entertainment Golf
                                     Three Months Ended             Increase (Decrease)
                               September 30,    September 30,
(in thousands)                      2021             2020                  Amount
Revenues
Golf operations               $        5,239   $        2,736      $              2,503
Sales of food and beverages            6,070            3,440                     2,630
Total revenues                        11,309            6,176                     5,133
Total operating costs                 17,392           11,062                     6,330
Operating loss                $       (6,083)  $       (4,886)     $              1,197



                                       35

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Total revenues



The increase in total entertainment golf revenues during the three months ended
September 30, 2021 was due to more events and customers after the lifting of
COVID-19 restrictions.

Operating loss

The increase in operating loss during the three months ended September 30, 2021
was primarily due to increased general and administrative expenses as a result
of higher payroll and payroll-related expenses as venues reopened once COVID-19
restrictions were lifted.
                                      Nine Months Ended             Increase (Decrease)
                               September 30,    September 30,
(in thousands)                      2021             2020                  Amount
Revenues
Golf operations               $       13,976   $        7,408      $              6,568
Sales of food and beverages           17,145           10,675                     6,470
Total revenues                        31,121           18,083                    13,038
Total operating costs                 42,712           36,004                     6,708
Operating loss                $      (11,591)  $      (17,921)     $             (6,330)



Total revenues

The increase in total entertainment golf revenues during the nine months ended
September 30, 2021 was due to the return of events and customers as the venues
reopened following pandemic closures.

Operating loss



The decrease in operating loss during the nine months ended September 30, 2021
was as due to increased revenues following the return of events and customers as
the venues reopened following pandemic closures.




Traditional Golf
                                     Three Months Ended             Increase (Decrease)
                               September 30,    September 30,
(in thousands)                      2021             2020                  Amount
Revenues
Golf operations               $       57,018   $       56,030      $                988
Sales of food and beverages            8,039            4,259                     3,780
Total revenues                        65,057           60,289                     4,768
Total operating costs                 62,049           59,006                     3,043
Operating income (loss)       $        3,008   $        1,283      $              1,725



Total revenues

The increase in traditional golf total revenues during the three months ended
September 30, 2021 was primarily due to course re-openings after the courses
were closed in March 2020 due to COVID-19 restrictions.

Operating income (loss)


                                       36
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The reversal of our operating loss during the three months ended September 30,
2021 was primarily due increased revenues and enhanced margins as the courses
fully reopened following pandemic closures.

                                      Nine Months Ended             Increase (Decrease)
                               September 30,    September 30,
(in thousands)                      2021             2020                  Amount
Revenues
Golf operations               $      163,194   $      129,658      $             33,536
Sales of food and beverages           17,022   $       11,959                     5,063
Total revenues                       180,216          141,617                    38,599
Total operating costs                169,113          148,791                    20,322
Operating income (loss)       $       11,103   $       (7,174)     $             18,277



Total revenues

The increase in total traditional golf revenues during the nine months ended
September 30, 2021 was primarily due to course re-openings after being closed
due to COVID-19 restrictions.

Operating income (loss)

The reversal of our operating loss during the nine months ended September 30, 2021 was due to improved margins from the increased revenue as the courses re-opened from being closed due to COVID-19 restrictions.




Corporate
                               Three Months Ended             Increase (Decrease)
                         September 30,    September 30,
(in thousands)                2021             2020                  Amount

Total operating costs   $        2,846   $        2,393      $                453
Operating loss          $       (2,846)  $       (2,393)     $                453


Operating loss

The increase in operating loss during the three months ended September 30, 2021 was primarily due to increased payroll related expenses.






                                Nine Months Ended             Increase (Decrease)
                         September 30,    September 30,
(in thousands)                2021             2020                  Amount

Total operating costs   $       12,256   $        7,892      $              4,364
Operating loss          $      (12,256)  $       (7,892)     $             (4,364)


Operating loss

The increase in operating loss during the nine months ended September 30, 2021
was primarily due to the $3.3 million impairment of corporate assets located at
our New York, NY office, and a $1.7 million increase in payroll related expenses
partially offset by a $0.6 million decrease in acquisition and transaction
expenses.


                                       37
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LIQUIDITY AND CAPITAL RESOURCES



Our primary sources of liquidity are cash and cash equivalents on hand which
resulted primarily from our February 2021 equity offering. The Company raised
net proceeds of $54.6 million, after the underwriters discount of $2.9 million,
through a common equity offering that closed in February 2021. Other expenses
related to the offering totaled $0.6 million. Additionally, the company closed
on the sale of its Rancho San Joaquin property in October 2020 resulting in net
cash proceeds of $33.6 million. The proceeds generated by these transactions are
being reinvested in our entertainment golf business.

As of September 30, 2021, we had $63.9 million of cash and cash equivalents.

Our primary cash needs are capital expenditures for opening new Drive Shack and Puttery entertainment golf venues and for general corporate purposes.



The Company's growth strategy is capital intensive and our ability to execute is
dependent upon many factors, including the current and future operating
performance of our entertainment golf venues and traditional golf properties,
the pace of expansion, real estate markets, site locations, our ability to raise
financing and the nature of the arrangements negotiated with landlords. Based
upon current levels of operations and anticipated growth, we expect that cash
flows from operations, combined with other financing alternatives in place or
available, and further combined with the asset sales, as discussed below, will
be sufficient to meet our working capital and capital expenditure requirements
for the foreseeable future.

As of September 30, 2021, we are actively exploring the capital markets to meet
our medium and long-term liquidity requirements to fund planned growth,
including new venue development and construction, product innovation and general
corporate needs. Our financial objectives include diversifying our financing
sources, optimizing the mix and maturity of new debt financings, public or
private equity and debt issuances and strategically monetizing our remaining
real estate securities and other investments. We continually monitor market
conditions for these financing and capital opportunities and, at any given time,
may enter into or pursue one or more of the transactions described above.
However, we cannot ensure that capital will be available on reasonable terms, if
at all.

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