Forward Looking Statement

Forward-looking Statements. During the presentation, any comments made about future plans, events, financial results, performance, prospects, or growth opportunities, including statements relating to the Company’s and Topgolf’s financial outlook (including revenue, Adjusted EBITDA/EBITDAR, margins, returns, cash flows, development, construction and operating costs and capital expenditures), strength and demand of the Company’s products and services, addressable markets and the consumer base, continued brand momentum, demand for golf and outdoor activities and apparel, continued investments in the business, benefits of strategic collaborations, increases in shareholder value, post-pandemic consumer trends and behavior, future industry and market conditions, the benefits of the Topgolf merger, including the anticipated operations, venue/bay expansion plans, financial position, liquidity, performance, prospects or growth and scale opportunities of the Company and Topgolf, opportunities for synergies and growth, refinancing of the Company's debt obligations, capital allocation priorities, and statements of belief and any statement of assumptions underlying any of the foregoing, are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often characterized by the use of words such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “seek,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” “continue” and the negative or plural of these words and other comparable terminology. Such statements reflect the Company’s best judgment as of the time made based on then current market trends and conditions. Actual results could differ materially from those as a result of certain risks, unknowns and uncertainties applicable to the Company and its business. For additional details concerning these and other risks and uncertainties that could affect these statements and the Company’s business, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as well as other risks and uncertainties detailed from time to time in the Company’s reports on Forms 10-Q and 8-K subsequently filed with the SEC from time to time. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Regulation G. In addition, in order to assist you with period-over-period comparisons on a consistent and comparable basis, today’s presentation includes certain non-GAAP financial measures within the meaning of Regulation G, including Adjusted EBITDA/EBITDAR.  “Adjusted EBITDA” is earnings before interest, taxes, depreciation and amortization expenses, non-cash stock compensation expenses, and non-cash lease amortization expense, in addition to costs associated with certain non-recurring and non-cash items. These non-recurring and non-cash items include (i) certain non-cash amortization and depreciation of intangibles and other assets related to the Company’s acquisitions (including an impairment charge of $174 million recorded in 2020), (ii) non-cash amortization of the debt discount related to the Company’s convertible notes, (iii) acquisition and other non-recurring items (including a $253 million non-cash gain in 2021 resulting from the Company’s pre-merger equity position in Topgolf), and (iv) a non-cash valuation allowance recorded against certain of the Company’s deferred tax assets as a result of the Topgolf merger. These non-GAAP measures should not be considered as a substitute for any measure derived in accordance with GAAP. The non-GAAP information may also be inconsistent with the manner in which similar measures are derived or used by other companies. Management uses such non-GAAP information for financial and operational decision-making purposes and as a means to evaluate period-over-period comparisons and in forecasting the Company’s business going forward and believes that the presentation of such non-GAAP information, when considered in conjunction with GAAP information, provides additional useful comparative information for investors in their assessment of the underlying performance of the Company’s business with regard to these items. The Company has provided reconciliations of certain non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, which are included in this presentation.  Certain of the non-GAAP financial information, including Adjusted EBITDA/EBITDAR by segment, brand or venue, margins relating thereto and the percentage of sales represented thereby, four-wall Adjusted EBITDA and cash-on-cash returns, represent estimated amounts and are based upon certain judgments and estimates of management, as of the date hereof, in determining certain expenses to be excluded or included in the calculation thereof.  In particular, management prepares GAAP-based financial measures using these expenses at a different level of detail than these estimated non-GAAP measures, and therefore, management has estimated the amounts of such expenses to allocated to the segment, brand or venue level for purposes of calculating these estimated measures.  You are cautioned not to place undue reliance on these measures, and you should not view the non-GAAP information included herein as an alternative to GAAP performance measures. 

Additionally, this presentation contains certain forward-looking non-GAAP measures, including, among others. Adjusted EBITDA/EBITDAR, Adjusted EBITDA Margin, four-wall Adjusted EBITDA, cash-on-cash returns and adjusted free cash flow. A reconciliation of each such forward-looking non-GAAP measure to the most closely comparable GAAP financial measure is not provided because the Company is unable to provide such reconciliation without unreasonable efforts. The inability to provide a reconciliation is because the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact these measures in the future. These items may include certain non-cash depreciation, which will fluctuate based on the Company’s level of capital expenditures, non-cash amortization of intangibles related to the Company’s acquisitions, income taxes, which can fluctuate based on changes in the other items noted and/or future forecasts, and other non-recurring costs and non-cash adjustments. Historically, the Company has excluded these items from Adjusted EBITDA/EBITDAR. The Company currently expects to continue to exclude these items in future disclosures of Adjusted EBITDA/EBITDAR and other measures and may also exclude other items that may arise. The events that typically lead to the recognition of such adjustments are inherently unpredictable as to if or when they may occur, and therefore actual results may differ materially. This unavailable information could have a significant impact on these non-GAAP measures.